INTZ Form 4: Director Receives 40,462 Restricted Stock Units

Rhea-AI Filing Summary

Reporting person: MCCALLUM KATRINKA, listed as a director of Intrusion Inc (INTZ). On 08/19/2025 she was awarded 40,462 shares of common stock as restricted stock units at an indicated price of $1.73 per share. After the reported transaction, the filing shows 98,366 shares beneficially owned by the reporting person. The explanation states these were restricted stock units granted under the 2021 Omnibus Incentive Plan for non-employee directors and that the restricted stock units fully vest on the anniversary of the award date. The Form 4 is signed by the reporting person on 08/21/2025.

Positive

• Director received 40,462 RSUs, increasing her stake to 98,366 shares, which aligns director compensation with shareholder interests
• RSUs vest on the anniversary of the award, creating a retention incentive

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received RSUs increasing her beneficial ownership, aligning her compensation with shareholder outcomes.

The filing documents a grant of 40,462 restricted stock units to the director under the company's 2021 Omnibus Incentive Plan. Such awards for non-employee directors are typical compensation mechanisms to align board members with shareholder interests. The units vest on the anniversary of the award, indicating a time-based retention feature rather than immediate liquidity. The transaction increases reported beneficial ownership to 98,366 shares, which may modestly strengthen director alignment but does not by itself indicate any change in governance control or board composition.

Securities Analyst

TL;DR: Non-cash equity award recorded; transaction is a standard director compensation event with limited market impact.

The Form 4 shows an acquisition coded as an award of restricted stock units rather than an open-market purchase. The price shown ($1.73) is listed with the RSU award; RSUs typically convert to shares upon vesting. The increase to 98,366 beneficially owned shares quantifies the director's stake but the filing contains no information on total shares outstanding or percentage ownership, so market impact cannot be assessed from this form alone. This disclosure meets Section 16 reporting requirements for insider changes in ownership.

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
Estimated average burden
hours per response:			0.5

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^*

MCCALLUM KATRINKA

(Last) (First) (Middle)

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	98,366	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/ Katrinka McCallam	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.

FAQ

What did Intrusion Inc (INTZ) disclose in this Form 4?

The filing reports that reporting person MCCALLUM KATRINKA was awarded 40,462 restricted stock units on 08/19/2025, increasing beneficial ownership to 98,366 shares.

What is the reported price per share for the awarded RSUs?

The Form 4 lists a price of $1.73 associated with the awarded restricted stock units.

When do the restricted stock units vest?

The explanation states the restricted stock units fully vest on the anniversary of the award date.

What role does the reporting person hold at INTZ?

The filing indicates the reporting person is a director of Intrusion Inc.

When was the Form 4 signed?

The document is signed by the reporting person on 08/21/2025.