[Form 4] Intrusion Inc New Insider Trading Activity

Rhea-AI Filing Summary

Intrusion, Inc. director Dion Hinchcliffe received 40,462 restricted stock units of the company's common stock on 08/19/2025 as part of the 2021 Omnibus Incentive Plan for non-employee directors. The reported transaction lists a price of $1.73 and shows the reporting person beneficially owns 91,186 shares following the award. The restricted stock units fully vest on the anniversary of the award date, meaning they will convert to shares at that time if vesting conditions are met. The Form 4 was submitted by a single reporting person and is signed by the reporting person.

Insights

Financial Analyst

TL;DR: Director received a routine RSU grant increasing beneficial ownership to 91,186 shares; transaction appears compensation-related, not a market trade.

The 40,462 restricted stock units awarded under the 2021 Omnibus Incentive Plan represent non-cash compensation for a non-employee director. The transaction increases the director's reported beneficial ownership to 91,186 shares, improving insider alignment with shareholders. The award carries a price field of $1.73 in the filing, and the RSUs fully vest on the award anniversary, which means share issuance is contingent on the lapse of the vesting period rather than an immediate open-market purchase. This is a routine governance/compensation disclosure rather than a liquidity or financing event.

Corporate Governance Expert

TL;DR: This is a standard director compensation grant under the company omnibus plan, noted with vesting tied to an anniversary date.

The Form 4 documents an equity-based compensation award to a director under the 2021 Omnibus Incentive Plan. The explicit statement that RSUs fully vest on the anniversary of the award clarifies the timing of potential share issuance. From a governance perspective, disclosing the grant and updating beneficial ownership is consistent with Section 16 obligations and provides transparency about insider incentives. No additional governance actions or departures are reported in this filing.

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

OMB Number:			3235-0287
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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^*

Hinchcliffe Dion

(Last) (First) (Middle)

C/O INTRUSION, INC.

101 EAST PARK BLVD, SUITE 1200

(Street)

PLANO TX 75074

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTRUSION INC [ INTZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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(1)	08/19/2025		A		40,462	A	$1.73	91,186	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

Explanation of Responses:

1. Restricted stock units awarded to the reporting person pursuant to the 2021 Intrusion, Inc Omnibus Incentive Plan as part of the Compensation Plan for non-employee directors. Restricted stock units fully vest on the anniversary of the award date.

	s/ Dion Hinchcliffe	08/21/2025
	** 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.