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INTEST CORP (INTT) division president reports tax-withholding share dispositions

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

INTEST CORP division president Richard B. Rogoff reported routine share dispositions to cover taxes on equity compensation. On March 6 and March 8, 2026, a total of 291 shares of common stock were withheld at $13.24 per share to satisfy tax withholding obligations on vesting restricted stock.

After these tax-withholding dispositions, Rogoff directly holds 6,787 shares of common stock. He also holds equity awards that may convert into additional shares, including 4,040 restricted stock units that vest in four equal annual installments starting on March 17, 2026, and several stock option grants covering underlying common shares at exercise prices between $7.74 and $16.06 with expirations from 2032 through 2035.

Positive

  • None.

Negative

  • None.
Insider Rogoff Richard B.
Role Div. President, Envir. Tech.
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock 119 $13.24 $2K
Exercise Price or Tax Liability Common Stock 172 $13.24 $2K
holding Restricted Stock Units -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
Holdings After Transaction: Common Stock — 6,787 shares (Direct); Restricted Stock Units — 4,040 shares (Direct); Stock Option (Right to Buy) — 44,248 shares (Direct)
Footnotes (7)
  1. F1. These shares were withheld to cover tax withholding obligations on the vesting of restricted stock.
  2. F2. These restricted stock units, which convert into common stock on a one-for-one basis, vest in four equal annual installments commencing on March 17, 2026.
  3. F3. This option vests in four equal annual installments commencing on March 17, 2026.
  4. F4. This option vests in four equal annual installments commencing on March 17, 2026.
  5. F5. This option vests in four equal annual installments commencing on March 6, 2025.
  6. F6. This option vests in four equal annual installments commencing on March 8, 2024.
  7. F7. This option vests in four equal annual installments commencing on April 28, 2023.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did INTT executive Richard Rogoff report on this Form 4?
Richard B. Rogoff reported share dispositions solely for tax withholding. A total of 291 INTEST CORP common shares were withheld at $13.24 per share to cover tax obligations arising from the vesting of restricted stock, according to the filing and footnotes.

Were the INTT Form 4 transactions open-market sales or tax withholding?
The Form 4 for INTEST CORP (INTT) shows no open-market sales. Both reportable events use transaction code F, with footnotes stating the 291 common shares were withheld to satisfy tax withholding obligations on vesting restricted stock, not discretionary market sales.

How many INTT common shares does Richard Rogoff hold after these transactions?
Following the reported tax-withholding dispositions, Richard B. Rogoff directly holds 6,787 shares of INTEST CORP common stock. This share count reflects his position after the 291 shares were withheld for tax obligations related to restricted stock vesting events.

What restricted stock units does INTT’s Richard Rogoff hold according to this Form 4?
The Form 4 shows Rogoff holding 4,040 restricted stock units tied to INTEST CORP common stock. Footnotes state these RSUs convert one-for-one into common shares and vest in four equal annual installments beginning on March 17, 2026, providing scheduled future equity delivery.

What stock options linked to INTT shares does Richard Rogoff retain?
Rogoff retains several stock options over INTEST CORP common stock, with exercise prices of $7.74, $8.14, $11.33, and $16.06. Underlying share amounts range from 1,599 to 13,565, with expirations between 2032 and 2035, vesting annually per footnotes.

Do the INTT Form 4 footnotes clarify the nature of the reported dispositions?
Yes. A footnote explains the reported dispositions were shares withheld to cover tax withholding obligations on the vesting of restricted stock. This confirms the 291 withheld shares represent a compensation-related tax payment mechanism rather than elective sales into the market.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Rogoff Richard B.
(Last) (First) (Middle)
C/O INTEST CORPORATION
804 EAST GATE DR, SUITE 200
(Street)
MT. LAUREL NJ 08054
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTEST CORP [ INTT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Div. President, Envir. Tech.
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026
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 03/06/2026 F 172(1) D $13.24 6,906 D
Common Stock 03/08/2026 F 119(1) D $13.24 6,787 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
Restricted Stock Units $0 (2) (2) Common Stock 4,040 4,040 D
Stock Option (Right to Buy) $7.74 (3) 03/17/2035 Common Stock 13,565 13,565 D
Stock Option (Right to Buy) $7.74 (4) 03/17/2035 Common Stock 1,599 1,599 D
Stock Option (Right to Buy) $11.33 (5) 03/05/2034 Common Stock 9,496 9,496 D
Stock Option (Right to Buy) $16.06 (6) 03/07/2033 Common Stock 6,504 6,504 D
Stock Option (Right to Buy) $8.14 (7) 04/27/2032 Common Stock 13,084 13,084 D
Explanation of Responses:
1. These shares were withheld to cover tax withholding obligations on the vesting of restricted stock.
2. These restricted stock units, which convert into common stock on a one-for-one basis, vest in four equal annual installments commencing on March 17, 2026.
3. This option vests in four equal annual installments commencing on March 17, 2026.
4. This option vests in four equal annual installments commencing on March 17, 2026.
5. This option vests in four equal annual installments commencing on March 6, 2025.
6. This option vests in four equal annual installments commencing on March 8, 2024.
7. This option vests in four equal annual installments commencing on April 28, 2023.
/s/ Richard B. Rogoff 03/10/2026
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR