Insteel (IIIN) Form 4: Option Exercises and Share Withholdings by CFO

Rhea-AI Filing Summary

Scot R. Jafroodi, Vice President, Chief Financial Officer and Treasurer of Insteel Industries, Inc. (IIIN), reported option exercises and related share withholdings on 08/19/2025. The filing shows exercises (Code M) of options to purchase 2,629 shares at $29.69, 3,455 shares at $21.57 and 4,237 shares at $18.25, and related share dispositions (Code F(1)) reflecting withholding of 2,256, 2,425 and 2,703 shares at $37.06 to satisfy exercise price and tax obligations. Beneficial ownership after these transactions is reported as 49,416 shares at the highest level shown, with prior reported balances shown on intermediate lines. The filing notes option vesting occurs one-third annually beginning one year from grant date. The form was signed by an attorney-in-fact on 08/20/2025.

Positive

• Option exercises completed increased the reporting person’s direct beneficial ownership to reported balances up to 49,416 shares.
• Vesting schedule disclosed: options vest one-third annually beginning one year from grant, clarifying exercisability.

Negative

• Share withholdings occurred to satisfy exercise price and tax withholding (F(1) dispositions of 2,256, 2,425 and 2,703 shares at $37.06), reducing net shares delivered to the insider.

Insights

Financial Analyst

TL;DR Routine insider option exercises and tax-withholding disposals increased reported beneficial ownership to under 50,000 shares.

The Form 4 documents exercises of multiple option tranches on 08/19/2025: 2,629 options at $29.69, 3,455 at $21.57 and 4,237 at $18.25. Corresponding share withholdings of 2,256, 2,425 and 2,703 shares at $37.06 were used to satisfy exercise price and tax withholding, per the filer’s explanation. These actions are standard compensation-related transactions rather than open-market trades and result in reported beneficial ownership of up to 49,416 shares. No additional company financial metrics or material corporate events are disclosed in this filing.

Corporate Governance Expert

TL;DR This is a routine Section 16 disclosure showing option exercises and standard withholding for taxes.

The filing clarifies that withheld shares (Code F(1)) represent settlement to satisfy exercise price and tax withholding obligations, consistent with typical option exercise administration. Vesting terms stated (one-third annually beginning one year from grant) explain exercisability. The disclosure was executed by an attorney-in-fact, and there are no indications in the Form 4 of atypical timing, related-party transfers, or governance issues requiring further regulatory scrutiny.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jafroodi Scot R

(Last) (First) (Middle)

1373 BOGGS DRIVE

(Street)

MOUNT AIRY NC 27030

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INSTEEL INDUSTRIES INC [ IIIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/19/2025		M		2,629	A	$29.69	46,405	D
Common Stock	08/19/2025		F(1)		2,256	D	$37.06	44,149	D
Common Stock	08/19/2025		M		3,455	A	$21.57	47,604	D
Common Stock	08/19/2025		F(1)		2,425	D	$37.06	45,179	D
Common Stock	08/19/2025		M		4,237	A	$18.25	49,416	D
Common Stock	08/19/2025		F(1)		2,703	D	$37.06	46,713	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$29.69	08/19/2025		M			2,629	02/13/2019(2)	02/13/2028	Common Stock	2,629	$0	0	D
Option (right to buy)	$21.57	08/19/2025		M			3,455	02/12/2020(2)	02/12/2029	Common Stock	3,455	$0	0	D
Option (right to buy)	$18.25	08/19/2025		M			4,237	08/12/2020(2)	08/12/2029	Common Stock	4,237	$0	0	D

Explanation of Responses:

1. Represents shares withheld to satisfy the exercise price and tax withholding obligations in connection with the exercise of stock options.

2. Options vest 1/3 annually beginning one year from grant date.

	/s/ Elizabeth C. Southern, Attorney-in-Fact	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Scot R. Jafroodi report on Form 4 for IIIN?

The report shows option exercises (Code M) for 2,629, 3,455 and 4,237 shares on 08/19/2025, and related share withholdings (Code F(1)) of 2,256, 2,425 and 2,703 shares at $37.06.

Why are there F(1) dispositions in the filing?

The filing states F(1) represents shares withheld to satisfy the exercise price and tax withholding obligations in connection with the option exercises.

What were the exercise prices for the options exercised?

The exercised options had exercise prices of $29.69, $21.57 and $18.25 respectively.

How many shares does the reporting person beneficially own after these transactions?

The Form 4 reports beneficial ownership amounts following the transactions, with the highest reported balance shown as 49,416 shares.

What is the vesting schedule for the options referenced?

The filing notes the options vest one-third annually beginning one year from the grant date.

Who signed the Form 4 filing?

The filing was signed by Elizabeth C. Southern, Attorney-in-Fact on 08/20/2025.