INTEST (INTT) division president receives stock awards and options, with shares withheld for taxes

Rhea-AI Filing Summary

INTEST CORP Division President – Electronic Test, Joseph Richard McManus Jr., reported routine equity compensation changes and related tax withholding. He received 2,535 restricted shares and 2,535 performance-based restricted shares of Common Stock that were granted under the company’s 2023 Stock Incentive Plan and vest over multiple years, including installments starting on March 16, 2027 and potential vesting in March 2029 based on performance.

He also received an employee stock option covering 4,284 shares of Common Stock at an exercise price of $14.47 per share, expiring in 2036, which vests in four equal annual installments beginning on March 16, 2027. To cover tax obligations on the vesting of restricted stock on March 17, 2026, 296 shares of Common Stock were withheld at a price of $14.46 per share. After these transactions, he directly owns 35,693 Common shares and holds several option awards with exercise prices between $7.74 and $16.06 expiring between 2031 and 2035.

Insights

Equity compensation and governance analyst

Routine stock grants and tax withholding with no open‑market trading.

The transactions show equity compensation for an INTEST CORP division president rather than discretionary buying or selling. He received restricted and performance-based shares plus a stock option grant at an exercise price of $14.47, all under the 2023 Stock Incentive Plan.

Shares withheld at $14.46 per share were used to cover tax obligations upon vesting, which is not an open-market sale and carries little informational signal about his view of the stock. He retains 35,693 Common shares and multiple option grants expiring between 2031 and 2036.

Overall, these are standard compensation and tax events with no indication of a meaningful shift in his economic exposure, so the impact on an investment thesis is neutral based solely on this information.

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).

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^*

McManus Joseph Richard 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)

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

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		2,535(1)	A	$0	33,454	D
Common Stock	03/16/2026		A		2,535(2)	A	$0	35,989	D
Common Stock	03/17/2026		F		296(3)	D	$14.46	35,693	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		4,284		(4)	03/15/2036	Common Stock	4,284	$0	4,284	D
Employee Stock Option (right to buy)	$7.74							(5)	03/16/2035	Common Stock	2,006		2,006	D
Employee Stock Option (right to buy)	$7.74							(5)	03/16/2035	Common Stock	7,954		7,954	D
Employee Stock Option (right to buy)	$11.33							(6)	03/05/2034	Common Stock	5,600		5,600	D
Employee Stock Option (right to buy)	$16.06							(7)	03/07/2033	Common Stock	3,576		3,576	D
Employee Stock Option (right to buy)	$8.14							(8)	04/27/2032	Common Stock	13,880		13,880	D
Employee Stock Option (right to buy)	$13.13							(9)	04/27/2031	Common Stock	10,000		10,000	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 3,803

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.

7. This option vests in four equal annual installments commencing on March 8, 2024.

8. This option vests in four equal annual installments commencing on April 28, 2023.

9. This option is fully vested as of the date of this report.

	/s/ Duncan Gilmour, Attorney-in-Fact for Joseph McManus	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 did INTT executive Joseph McManus acquire in this Form 4 filing?

Joseph McManus received equity compensation, not open-market purchases. He was granted 2,535 restricted shares, 2,535 performance-based restricted shares, and a stock option for 4,284 shares at an exercise price of $14.47, all under INTEST CORP’s 2023 Stock Incentive Plan.

Were any INTT shares sold by Joseph McManus in the open market?

No open-market sales were reported. The filing shows 296 shares of INTEST CORP Common Stock were withheld at $14.46 per share solely to cover tax obligations on vesting restricted stock, a standard non-market transaction rather than a discretionary sale into the market.

How many INTT shares does Joseph McManus own after these transactions?

After the reported transactions, Joseph McManus directly owns 35,693 shares of INTEST CORP Common Stock. This reflects new restricted stock awards, performance-based awards, and the 296-share tax withholding, giving a snapshot of his updated direct equity position in the company.

What are the key terms of Joseph McManus’s new INTT stock option grant?

The new option grant covers 4,284 shares of INTEST CORP Common Stock at a $14.47 exercise price and expires in 2036. It vests in four equal annual installments starting March 16, 2027, aligning long-term incentives with future company performance and retention.

How do the performance-based INTT shares for Joseph McManus vest?

The performance-based restricted shares vest in March 2029, depending on specified performance criteria. The filing notes the amount shown equals target performance, while up to 3,803 shares may vest if maximum performance is achieved under INTEST CORP’s 2023 Stock Incentive Plan.

What other stock options does Joseph McManus hold in INTT?

Beyond the new grant, he holds several existing employee stock options on INTEST CORP shares with exercise prices between $7.74 and $16.06, expiring from 2031 to 2035. These options vest in four annual installments according to schedules described in the footnotes.