INTEST (INTT) division president awarded stock, options and shares withheld for taxes

Rhea-AI Filing Summary

INTEST CORP division president Michael F. Goodrich reported equity compensation grants and routine tax withholding. On March 16, 2026, he received 1,843 restricted shares and 1,843 performance-based restricted shares of Common Stock, both granted at $0.00 under the 2023 Stock Incentive Plan.

The performance-based award will vest in March 2029 based on performance criteria, with a maximum of 2,765 shares vesting at top performance. He also received an Employee Stock Option for 3,116 shares at an exercise price of $14.47 per share, expiring on March 15, 2036, vesting in four equal annual installments starting March 16, 2027.

On March 17, 2026, 216 shares of Common Stock were withheld at $14.46 per share to cover tax obligations on vesting restricted stock, leaving 23,155 shares held directly after this tax-withholding disposition. He also holds additional stock options with exercise prices of $7.74 and $11.33 per share, expiring in 2035 and 2034, respectively.

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^*

Goodrich Michael F.

(Last) (First) (Middle)

C/O INTEST CORP

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Division Pres-Process 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026		A		1,843(1)	A	$0	21,528	D
Common Stock	03/16/2026		A		1,843(2)	A	$0	23,371	D
Common Stock	03/17/2026		F		216(3)	D	$14.46	23,155	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
Employee Stock Option (right to buy)	$14.47	03/16/2026		A		3,116		(4)	03/15/2036	Common Stock	3,116	$0	3,116	D
Employee Stock Option (right to buy)	$7.74							(5)	03/16/2035	Common Stock	1,172		1,172	D
Employee Stock Option (right to buy)	$7.74							(5)	03/16/2035	Common Stock	5,785		5,785	D
Employee Stock Option (right to buy)	$11.33							(6)	03/05/2034	Common Stock	4,068		4,068	D

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 2,765.

3. These shares were withheld to cover tax withholding obligations on the vesting of restricted stock on March 17, 2026.

4. 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.

5. This option vests in four equal annual installments commencing on March 17, 2026.

6. This option vests in four equal annual installments commencing on March 6, 2025.

	/s/ Duncan Gilmour, Attorney-in-Fact for Michael F. Goodrich	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did INTT executive Michael F. Goodrich report?

Michael F. Goodrich reported equity awards and routine tax withholding. He received restricted stock, performance-based restricted stock, and a stock option grant, and had 216 shares withheld to cover taxes on vesting restricted stock, all under INTEST’s 2023 Stock Incentive Plan.

How many INTT restricted shares did Michael F. Goodrich receive in this Form 4?

Goodrich received two grants of 1,843 restricted shares each. One is time-based, vesting in four equal annual installments starting March 16, 2027, and the other is performance-based, vesting in March 2029 with a maximum vesting opportunity of 2,765 shares at top performance.

What stock options were granted to Michael F. Goodrich of INTT?

Goodrich was granted an option on 3,116 INTEST shares. The option has an exercise price of $14.47 per share, expires on March 15, 2036, and vests in four equal annual installments beginning March 16, 2027, providing long-term equity-based compensation.

Why were 216 INTT shares disposed of in Michael F. Goodrich’s filing?

The 216 shares were withheld solely to cover tax obligations. These Common Stock shares were withheld on March 17, 2026, in connection with the vesting of restricted stock, and are reported as a tax-withholding disposition rather than an open-market sale of shares.

How many INTT shares does Michael F. Goodrich hold after these transactions?

After the reported tax-withholding disposition, Goodrich holds 23,155 shares. These are direct holdings of INTEST Common Stock. In addition, he holds multiple stock option positions with various exercise prices and expiration dates, providing further potential equity exposure.

What performance conditions apply to Michael F. Goodrich’s INTT performance-based shares?

The performance-based restricted shares vest based on future performance. They are scheduled to vest in March 2029 if specified performance criteria are met. The amount disclosed reflects target performance, with up to 2,765 shares vesting at maximum performance achievement.