inTEST Corp (INTT) CEO awarded stock, sells shares for taxes

Rhea-AI Filing Summary

inTEST Corp President & CEO Richard N. Grant Jr. reported new equity awards and a small share sale. He received 13,822 restricted shares that vest in four equal annual installments starting on March 16, 2027, and 13,822 performance-based restricted shares that may vest in March 2029 depending on performance, with a maximum of 20,733 shares vesting at above-target results. He was also granted an option for 23,365 shares of common stock at an exercise price of $14.47, vesting over four years beginning on March 16, 2027.

On March 18, 2026, Grant sold 1,636 common shares at a weighted average price of $14.279 per share to satisfy tax withholding obligations tied to restricted stock vesting, under a Rule 10b5-1 trading plan adopted on December 8, 2023. After this sale, he directly owns 212,730 common shares. He also continues to hold multiple option grants with exercise prices ranging from $7.74 to $16.06 and expiration dates between 2031 and 2035.

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

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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).

X

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^*

Grant Richard N. Jr.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		13,822(1)	A	$0	200,544	D
Common Stock	03/16/2026		A		13,822(2)	A	$0	214,366	D
Common Stock	03/18/2026		S(3)		1,636	D	$14.279(4)	212,730	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		23,365		(5)	03/15/2036	Common Stock	23,365	$0	23,365	D
Employee Stock Option (right to buy)	$7.74							(6)	03/16/2035	Common Stock	2,327		2,327	D
Employee Stock Option (right to buy)	$7.74							(6)	03/16/2035	Common Stock	43,384		43,384	D
Employee Stock Option (right to buy)	$11.33							(7)	03/05/2034	Common Stock	30,536		30,536	D
Employee Stock Option (right to buy)	$16.06							(8)	03/07/2033	Common Stock	16,988		16,988	D
Employee Stock Option (right to buy)	$9.76							(9)	03/08/2032	Common Stock	25,692		25,692	D
Employee Stock Option (right to buy)	$10.62							(9)	03/09/2031	Common Stock	112,000		112,000	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 20,733.

3. Shares sold to satisfy tax withholding obligations in connection with the vesting of restricted stock. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 8, 2023.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.425, inclusive. The reporting person undertakes to provide InTest Corporation, any security holder of InTest Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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 is fully vested as of the date of this report.

	/s/ Duncan Gilmour, Attorney-in-Fact for Richard N. Grant, Jr.	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 CEO Richard N. Grant Jr. report?

He reported new stock awards and a small share sale. Grants included restricted stock, performance-based restricted shares, and a 23,365-share stock option, plus a 1,636-share sale to cover tax withholding tied to vesting.

How many INTT shares does the CEO hold after these Form 4 transactions?

After the reported transactions, Richard N. Grant Jr. directly owns 212,730 shares of inTEST common stock. This reflects his position following the 1,636-share sale executed to satisfy tax withholding obligations on vested restricted stock.

What stock option award did the INTT CEO receive in this filing?

He received an employee stock option for 23,365 shares of inTEST common stock at an exercise price of $14.47. The option was granted under the company’s 2023 Stock Incentive Plan and will vest in four equal annual installments starting March 16, 2027.

Why did the INTT CEO sell 1,636 shares and at what price?

He sold 1,636 inTEST common shares to satisfy tax withholding obligations from restricted stock vesting. The weighted average sale price was $14.279 per share, with individual trades ranging from $14.25 to $14.425 under a Rule 10b5-1 plan.

What are the key vesting terms for the INTT CEO’s new restricted shares?

One 13,822-share restricted stock grant vests in four equal annual installments starting March 16, 2027. A separate 13,822-share performance-based grant may vest in March 2029, with up to 20,733 shares vesting if performance criteria are fully met.

What other stock options does the INTT CEO continue to hold?

He continues to hold several option grants on inTEST common stock with exercise prices between $7.74 and $16.06 and expiration dates from 2031 to 2035. These options vest on various four-year schedules or are already fully vested, as disclosed.