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InTest Corporation is asking stockholders to elect five directors, approve an amendment to its 2023 Stock Incentive Plan, ratify RSM US LLP as auditor for 2026, and approve executive pay on an advisory basis at its virtual 2026 annual meeting.
The meeting will be held online on June 17, 2026, at 11:00 a.m. Eastern Time for holders of the 12,548,356 shares outstanding as of April 20, 2026. The Board, led by independent Chair Joseph Dews, recommends voting FOR all proposals and all director nominees, four of whom are independent.
The proxy details 2025 compensation, including total pay of $1,099,010 for former CEO Richard Grant, $610,678 for CFO Duncan Gilmour, and $444,057 for Division President Joseph McManus, combining salary, incentives, and equity. It also outlines a CEO transition, with new CEO Richard Rogoff receiving a $375,000 base salary, a 65% target bonus for 2026, and performance-based options on up to 300,000 shares tied to future stock price targets.
InTest Corporation reported that Director Gerald J. Maginnis, who chairs the Audit Committee and serves on the Compensation and Nominating and Corporate Governance Committees, plans not to stand for re-election at the Company’s 2026 annual meeting of shareholders.
Maginnis will continue serving on the Board and its committees until the 2026 annual meeting. The Company stated that his decision is for personal reasons, including other professional commitments, and is not related to any disagreement regarding InTest’s operations, policies, or practices.
InTest Corporation announced that Richard N. Grant, Jr. has stepped down as President, Chief Executive Officer and director, effective immediately, in accordance with his 2020 offer letter and not due to any disagreement over operations, policies or practices. He is eligible for severance equal to 12 months of base salary, conditioned on signing a separation and release agreement.
The Board appointed Richard Rogoff, previously Vice President of Corporate Development, as President, CEO and director effective March 31, 2026. Under a new agreement, he will receive a $375,000 annual base salary, a 2026 target bonus equal to 65% of base salary, and performance-vesting stock options for up to 300,000 shares with a 10-year term, vesting based on share price performance over a three-year period.
INTEST CORP President and CEO Richard B. Rogoff received a grant of stock options for 300,000 shares of common stock at an exercise price of $13.65 per share. The options expire on March 31, 2036 and were granted under the inTEST Corporation 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3.
According to the footnotes, this option will vest on the third anniversary of the grant date if the volume weighted average price of the common stock over the final 20 consecutive trading days before that date exceeds specified prices. Rogoff also holds 3,030 restricted stock units that convert one-for-one into common stock and vest in equal installments on March 17, 2027, 2028 and 2029, along with several prior option grants and 12,152 shares of common stock held directly.
inTEST Corp President & CEO Richard N. Grant Jr. reported multiple dispositions of Common Stock on March 31, 2026, all coded as "Disposition to issuer." These were not open-market sales but forfeitures of unvested restricted shares.
Footnotes explain that the forfeited shares were tied to several time-vesting and performance-vesting restricted stock awards granted on March 8, 2023, March 6, 2024, March 17, 2025, and March 16, 2026. After these forfeitures, he continues to hold Common Stock directly and maintains significant option-based exposure.
His remaining derivative holdings include employee stock options to buy Common Stock with exercise prices ranging from $7.74 to $16.06 per share, expiring between 2031 and 2035, such as an option over 112,000 shares at $10.62 per share expiring in 2031.
inTest CORP reported proposed sale of Common Stock in a Form 144 notice. The filing lists a Restricted Stock Award vesting on 03/18/2026 for 16,754 shares and shows prior sales in the past three months of 1,097; 1,397; and 1,636 shares on March dates. The filing is a routine affiliate sale notice.
inTEST Corp ownership filing: an amendment to a Schedule 13G/A by The Vanguard Group states it beneficially owns 0 shares of inTEST Corp common stock, representing 0% of the class. The amendment explains an internal realignment effective January 12, 2026 that caused certain Vanguard subsidiaries or business divisions to report holdings separately, and affirms those entities now report disaggregated beneficial ownership in reliance on SEC Release No. 34-39538.
INTEST CORP director Steven J. Abrams reported a bona fide gift of 9,000 shares of Common Stock. On March 20, 2026, he transferred these shares to a family revocable trust for no consideration. He and his spouse are co-trustees and he remains the beneficial owner of the shares held by the trust.
After the transaction, he directly holds 12,000 shares and indirectly holds 96,000 shares through the Steven J. Abrams Revocable Trust, so his overall economic exposure to INTEST CORP stock is unchanged by this gift transfer.
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.
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.