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inTEST (INTT) divisional president reports RSU vesting, new stock and option grants

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

Rhea-AI Filing Summary

INTEST CORP divisional president Richard B. Rogoff reported routine equity compensation activity and an RSU vesting. On March 17, 2026, 1,010 restricted stock units converted into the same number of common shares, and 253 common shares were withheld at $14.46 per share to cover tax obligations rather than sold on the market.

On March 16, 2026, he received grants under the 2023 Stock Incentive Plan, including 2,304 common shares, a further 2,304 performance-based restricted shares that may vest in March 2029 at target performance (with up to 3,456 shares possible), and a stock option for 3,895 shares at an exercise price of $14.47 expiring on March 15, 2036.

After these transactions, Rogoff directly held 12,152 common shares. He also retained multiple stock option positions shown in the filing, including options over 13,565 shares at an exercise price of $7.74 expiring on March 17, 2035 and 9,496 shares at $11.33 expiring on March 5, 2034.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4UNITED 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 NEW JERSEY 08054

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
INTEST CORP [ INTT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Div. President, Envir. Tech.
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/16/2026A2,304(1)A$09,091D
Common Stock03/16/2026A2,304(2)A$011,395D
Common Stock03/17/2026M1,010A$0(3)12,405D
Common Stock03/17/2026F253(4)D$14.4612,152D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(3)03/17/2026M1,010 (3) (3)Common Stock1,010$03,030D
Stock Option (Right to Buy)$14.4703/16/2026A3,895 (5)03/15/2036Common Stock3,895$03,895D
Stock Option (Right to Buy)$7.74 (6)03/17/2035Common Stock13,56513,565D
Stock Option (Right to Buy)$7.74 (6)03/17/2035Common Stock1,5991,599D
Stock Option (Right to Buy)$11.33 (7)03/05/2034Common Stock9,4969,496D
Stock Option (Right to Buy)$16.06 (8)03/07/2033Common Stock6,5046,504D
Stock Option (Right to Buy)$8.14 (9)04/27/2032Common Stock13,08413,084D
Explanation of Responses:
1. These restricted shares were granted pursuant to the InTest Corporation 2023 Stock Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3 and will vest in four equal annual installments commencing on March 16, 2027.
2. These performance-based restricted shares were granted pursuant to the Plan in a transaction exempt under Rule 16b-3 and will vest in March 2029 dependent upon certain performance criteria. The amount shown reflects the number of shares that will vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 3,456.
3. 1,010 restricted stock units, which convert into common stock on a one-for-one basis ("RSUs"), vested on March 17, 2026 and, except as otherwise provided in the award notice, the remaining RSUs will vest in equal installments on each of March 17, 2027, March 17, 2028 and March 17, 2029.
4. These shares were withheld to cover tax withholding obligations on the vesting of RSUs on March 17, 2026.
5. This option was granted pursuant to the Plan in a transaction exempt under Rule 16b-3 and will vest in four equal annual installments commencing on March 16, 2027.
6. This option vests in four equal annual installments commencing on March 17, 2026.
7. This option vests in four equal annual installments commencing on March 6, 2025.
8. This option vests in four equal annual installments commencing on March 8, 2024.
9. This option vests in four equal annual installments commencing on April 28, 2023.
/s/ Duncan Gilmour, Attorney-in-Fact for Richard B. Rogoff03/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did INTT executive Richard Rogoff report on this Form 4?

Richard B. Rogoff reported RSU vesting, share grants, stock option grants, and tax withholding. 1,010 restricted stock units converted into common shares, and 253 shares were withheld for taxes, alongside new grants under the 2023 Stock Incentive Plan.

How many inTEST (INTT) RSUs vested for Richard Rogoff and at what tax price?

1,010 restricted stock units vested for Richard Rogoff and converted one-for-one into common stock. To cover tax obligations, 253 common shares were withheld at a price of $14.46 per share, rather than being sold in an open-market transaction.

What new stock option grant did INTT award to Richard Rogoff?

Rogoff received a stock option covering 3,895 shares of INTEST common stock at an exercise price of $14.47 per share. The option was granted under the 2023 Stock Incentive Plan and will vest in four equal annual installments beginning March 16, 2027.

What performance-based restricted shares did Richard Rogoff receive from INTT?

He received performance-based restricted shares that may vest in March 2029, subject to performance criteria. The Form 4 shows 2,304 shares at target performance, with a maximum of 3,456 shares potentially vesting if the performance criteria are fully achieved.

How many INTT common shares does Richard Rogoff hold after these transactions?

Following the reported grants, RSU vesting, and tax withholding, Richard Rogoff directly holds 12,152 shares of INTEST common stock. This reflects his updated equity position after the March 16–17, 2026 compensation-related transactions disclosed in the Form 4.

What stock options on INTT shares does Richard Rogoff still hold after this Form 4?

The filing lists several remaining stock option positions, including options over 13,565 shares at a $7.74 exercise price expiring March 17, 2035 and 9,496 shares at an $11.33 exercise price expiring March 5, 2034, all held directly.
Intest

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Semiconductor Equipment & Materials
Instruments for Meas & Testing of Electricity & Elec Signals
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MT. LAUREL