INSTEEL INDUSTRIES INC
For the period ended Oct 3, 2026. Filed Oct 29, 2026.
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FY2026 · Filed Oct 29, 2026
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Item 16. Form 10-K Summary
None.
EXHIBIT INDEX
| Exhibit Number | Description |
| 2.1 | Asset Purchase Agreement between Insteel Wire Products Company and Engineered Wire Products, Inc. dated as of October 21, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated October 21, 2024). |
| 3.1 | Restated Articles of Incorporation for the Company (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed on May 2, 1985). |
| 3.2 | Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated May 3, 1988). |
| 3.3 | Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1999 filed on May 14, 1999). |
| 3.4 | Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2010 filed on April 26, 2010). |
| 3.5 | Bylaws of the Company (as last amended August 15, 2023) (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 15, 2023). |
| 4.1 | Description of Securities (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed on October 25, 2019). |
| 10.1 | Third Amended and Restated Credit Agreement dated as of May 15, 2019, among Insteel Wire Products Company, as Borrower; Insteel Industries, Inc., as a Credit Party; and Wells Fargo Bank, as Agent and Lender (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 16, 2019). |
| 10.2 | Guaranty and Second Amended and Restated Security Agreement dated as of May 15, 2019, among Insteel Industries, Inc., Insteel Wire Products Company, Intercontinental Metals Corporation, and Wells Fargo Bank, as administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed May 16, 2019). |
| 10.3 | First Amendment to Third Amended and Restated Credit Agreement dated as of March 15, 2023, among Insteel Wire Products Company, as Borrower; Insteel Industries, Inc., as Parent, and Wells Fargo Bank, N.A., as Agent and Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 17, 2023). |
| 10.4* | Amended and Restated Change in Control Severance Agreement between Insteel Industries Inc. and H.O. Woltz III dated November 14, 2006 (incorporated by reference to Exhibit 10.4 of the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2024 filed on October 24, 2024). |
| 10.5* | Amended and Restated Severance Agreement between Insteel Industries Inc. and H.O. Woltz III dated November 14, 2006 (incorporated by reference to Exhibit 10.5 of the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2024 filed on October 24, 2024). |
| 10.6* | Form of Change in Control Severance Agreement between Insteel Industries Inc. and certain of its executive officers and schedule of all such agreements with current executive officers (incorporated by reference to Exhibit 10.6 of the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2024 filed on October 24, 2024). |
| 10.7* | Form of Retirement Security Agreement between Insteel Industries Inc. and certain of its executive officers and schedule of all such agreements with current executive officers (incorporated by reference to Exhibit 10.7 of the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2024 filed on October 24, 2024). |
| 10.8* | Summary of amendments to the Insteel Industries, Inc. Director Compensation Plan (incorporated by reference to exhibit 10.23 of the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2008 filed on November 18, 2008). |
| 10.9* | Insteel Industries, Inc. Return on Capital Incentive Compensation Plan (as amended and restated effective August 12, 2008) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 13, 2009). |
| 10.10* | 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by reference to Exhibit 99 filed with the Company’s Registration Statement on Form S-8, filed with the SEC on February 17, 2015 (File No. 333-202128)). |
| 10.11* | Form of Stock Option Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by reference to Exhibit 10.22 of the Company's Annual Report on Form 10-K filed on October 25, 2019). |
| 10.12* | 2019 Declaration of Amendment to 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed on February 28, 2020 (File No. 333-236744)). |
| 10.13* | Form of Restricted Stock Unit Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on March 21, 2022) |
| 10.14* | Form of Stock Option Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on March 21, 2022) |
| 10.15* | Form of Stock Option Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by reference to Exhibit 10.15 of the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2024 filed on October 24, 2024) |
| 10.16* | Insteel Industries Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 14, 2025). |
| EXHIBIT INDEX | |
|---|---|
| Exhibit Number | Description |
| 10.17* | Form of Employee Restricted Stock Unit Agreement under the Insteel Industries Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 and filed on April 17, 2025). |
| 10.18* | Form of Non-employee Director Restricted Stock Unit Agreement under the Insteel Industries Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 and filed on April 17, 2025). |
| 10.19* | Form of Stock Option Agreement under the Insteel Industries Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 and filed on April 17, 2025). |
| 19.1 | Insteel Industries Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2024 filed on October 24, 2024). |
| 21.1 | List of Subsidiaries of Insteel Industries, Inc. at October 3, 2026. |
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
| 24.1 | Powers of Attorney (included on the signature pages hereto). |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Insteel Industries, Inc. Clawback Policy for Executive Officers (incorporated by reference to Exhibit 97.1 of the Company's Annual Report on Form 10-K filed on October 26, 2023). |
| 101 | The following financial information from our Annual Report on Form 10-K for the fiscal year ended October 3, 2026, filed on October 29, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Consolidated Statements of Operations for the years ended October 3, 2026, September 27, 2025 and September 28, 2024, (ii) the Consolidated Statements of Comprehensive Income for the years ended October 3, 2026, September 27, 2025 and September 28, 2024, (iii) the Consolidated Balance Sheets as of October 3, 2026 and September 27, 2025, (iv) the Consolidated Statements of Cash Flows for the years ended October 3, 2026, September 27, 2025 and September 28, 2024, (v) the Consolidated Statements of Shareholders’ Equity as of October 3, 2026, September 27, 2025 and September 28, 2024 and (vi) the Notes to Consolidated Financial Statements. |
| 104 | The cover page from our Annual Report on Form 10-K for the year ended October 3, 2026, filed October 29, 2026, formatted in iXBRL (included in Exhibit 101). |
| * | Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. |
| Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 1-09929. | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INSTEEL INDUSTRIES INC. Registrant | ||
| Date: October 29, 2026 | By: | /s/ Scot R. Jafroodi |
|---|---|---|
| Scot R. Jafroodi | ||
| Vice President, Chief Financial Officer and Treasurer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally H.O. Woltz III, Scot R. Jafroodi and Elizabeth C. Southern, and each one of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on October 29, 2026 below by the following persons on behalf of the registrant and in the capacities indicated:
| Name and Signature | Position(s) |
|---|---|
| /s/ H. O. WOLTZ III | President, Chief Executive Officer and Chairman of the |
| H. O. WOLTZ III | Board (Principal Executive Officer) |
| /s/ SCOT R. JAFROODI | Vice President, Chief Financial Officer and Treasurer |
| SCOT R. JAFROODI | (Principal Financial and Accounting Officer) |
| /s/ ABNEY S. BOXLEY III | Director |
| ABNEY S. BOXLEY III | |
| /s/ ANNE H. LLOYD | Director |
| ANNE H. LLOYD | |
| /s/ JON M. RUTH | Director |
| JON M. RUTH | |
| /s/ G. KENNEDY THOMPSON | Director |
| G. KENNEDY THOMPSON | |
| /s/ BLAKE K. DOYLE | Director |
| BLAKE K. DOYLE | |
| /s/ ERIC J. ZERNIKOW | Director |
| ERIC J. ZERNIKOW | |
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