iiin20260328

iiin20260328_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 193

For the quarterly period ended March 28, 2026.

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission File Number: 1-09929

Insteel Industries Inc.

(Exact name of registrant as specified in its charter)

North Carolina	56-0674867

(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


1373 Boggs Drive, Mount Airy, North Carolina	27030

(Address of principal executive offices)	(Zip code)

(336) 786-2141

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (No Par Value)		IIIN		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-Accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Common Stock (No Par Value)	19,433,247

Title of Class	Number of Shares Outstanding as of April 15, 2026

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements
	Consolidated Statements of Operations and Comprehensive Income	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Cash Flows	5
	Consolidated Statements of Shareholders' Equity	6
	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

SIGNATURES		29

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	March 28,			March 29,			March 28,			March 29,
	2026			2025			2026			2025

Net sales	$	172,653		$	160,656		$	332,577		$	290,376
Cost of sales		156,160			136,127			298,024			256,318
Gross profit		16,493			24,529			34,553			34,058
Selling, general and administrative expense		9,712			10,800			18,472			18,687
Restructuring charges, net		-			662			51			1,358
Acquisition costs		-			27			-			298
Other expense, net		18			18			7			4
Interest expense		23			13			36			26
Interest income		(61	)		(316	)		(431	)		(1,102	)
Earnings before income taxes		6,801			13,325			16,418			14,787
Income taxes		1,584			3,095			3,608			3,476
Net earnings	$	5,217		$	10,230		$	12,810		$	11,311


Net earnings per share:
Basic	$	0.27		$	0.53		$	0.66		$	0.58
Diluted		0.27			0.52			0.65			0.58

Weighted average shares outstanding:
Basic		19,482			19,482			19,477			19,490
Diluted		19,566			19,529			19,559			19,539

Cash dividends declared per share	$	0.03		$	0.03		$	1.06		$	1.06

Comprehensive income	$	5,217		$	10,230		$	12,810		$	11,311

See accompanying notes to consolidated financial statements.

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

	(Unaudited)
	March 28,			September 27,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	15,088		$	38,630
Accounts receivable, net		81,386			78,719
Inventories		158,980			137,776
Other current assets		8,080			6,822
Total current assets		263,534			261,947
Property, plant and equipment, net		126,199			128,691
Intangible assets, net		15,745			16,553
Goodwill		37,755			37,755
Other assets		17,254			17,704
Total assets	$	460,487		$	462,650

Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	62,185		$	48,173
Accrued expenses		8,815			17,836
Total current liabilities		71,000			66,009
Other liabilities		24,971			25,109
Commitments and contingencies
Shareholders' equity:
Common stock		19,433			19,420
Additional paid-in capital		90,735			89,402
Retained earnings		254,384			262,746
Accumulated other comprehensive loss		(36	)		(36	)
Total shareholders' equity		364,516			371,532
Total liabilities and shareholders' equity	$	460,487		$	462,650

See accompanying notes to consolidated financial statements.

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended
	March 28,		March 29,
	2026		2025
Cash Flows From Operating Activities:
Net earnings	$	12,810	$

SEC Form 10-Q filed by Insteel Industries Inc.