Insteel Industries Inc. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Insteel Industries Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear

Shareholder

H.O. Woltz III
Chairman of the Board
January 2, 2026

“ Thank you for your
continued support
and interest in Insteel
Industries Inc.”

You are cordially invited to attend the 2026 Annual Meeting of Shareholders of Insteel Industries Inc. to be held February 10, 2026, at 9:00 a.m. Eastern time. The meeting will take place at the Cross Creek Country Club, 1129 Greenhill Road, Mount Airy, North Carolina.

The attached proxy statement and formal notice of the meeting describe the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to use this opportunity to take part in the Company’s affairs by voting on the matters described in the proxy statement. At the meeting, we will also discuss our operations, fiscal year 2025 financial results and our plans for the future. Our directors and management team will be available to answer any questions you may have. We hope that you will be able to attend.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the meeting. If you attend the meeting, you may elect to have your shares voted as instructed on the proxy card or you may withdraw your proxy at the meeting and vote your shares in person.

Thank you for your continued support and interest in Insteel Industries Inc.

Sincerely,

Notice of
Annual Meeting
of Shareholders

1373 Boggs Drive
Mount Airy, North Carolina 27030
(336) 786-2141

FEBRUARY 10, 2026

9:00 a.m., Eastern time

Cross Creek Country Club

1129 Greenhill Road
Mount Airy, North Carolina 27030

HOW TO VOTE: Even if you plan to attend the Annual Meeting, we encourage you to provide your proxy as soon as possible using one of the following methods.

		BY TELEPHONE In the U.S. or Canada, you can authorize a proxy to vote your shares toll-free by calling 1-800-690-6903.

		BY INTERNET You can authorize a proxy to vote your shares online at www.proxyvote.com.

		BY MAIL You can authorize a proxy to vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the enclosed envelope.

Dear Shareholder:

At the Annual Meeting, we will ask you to:

1.	Elect one nominee named in this proxy statement to the Board of Directors for a one-year term ending in 2027 and elect two nominees named in this proxy statement to the Board of Directors for three-year terms ending in 2029;
2.	Approve, on an advisory basis, the compensation of our named executive officers;
3.	Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for our 2026 fiscal year; and
4.	Transact such other business, if any, as may properly be brought before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on December 10, 2025, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Whether or not you plan to attend the meeting, we urge you to authorize a proxy to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. Alternatively, you may sign, date and mail the proxy card in the envelope provided.

Accompanying this proxy statement is a copy of our Annual Report for the year ended September 27, 2025, which includes a copy of our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

By Order of the Board of Directors

Elizabeth C. Southern

Vice President Administration,

Secretary and Chief Legal Officer

January 2, 2026

Mount Airy, North Carolina

Table

of Contents

Proxy Summary		6
2026 Annual Meeting of Shareholders		6
Eligibility to Vote		6
Governance Highlights		6
Election of Directors		7
Advisory Vote on the Compensation of our Named Executive Officers		7
Ratify the Appointment of Grant Thornton LLP as our Independent Public Accounting Firm for Fiscal 2026		7

Proxy Statement		8
References to Website		8

Corporate Governance Guidelines and Board Matters		9
The Board of Directors		9
Director Independence		9
Board Leadership Structure		10
Committees of the Board		10
Risk Oversight		12
Process for Identifying and Evaluating Director Candidates		12
Communicating with our Board of Directors		13
Code of Business Conduct		13
Insider Trading Policy		14
Corporate Responsibility		14
Availability of Bylaws, Board Governance Guidelines, Code of Conduct and Committee Charters		14

Security Ownership of Certain Beneficial Owners		15

Security Ownership of Directors and Executive Officers		16
Delinquent Section 16(a) Reports		16

Item Number One:	Election of Directors	17
Introduction		17
Vote Required		17
Board Recommendation		17
Information Regarding Nominees, Continuing Directors and Executive Officers		18

Item Number Two:	Advisory Vote on the Compensation of our Named Executive Officers	21
Board Recommendation		21

Executive Compensation		22
Compensation Discussion and Analysis		22
I. Executive Summary		22
II. Overall Objectives		24
III. How We Make Executive Compensation Decisions		25
IV. Elements of Compensation		26
V. Additional Information on Executive Compensation		29
Executive Compensation Committee Report		29
Summary Compensation Table		30
Fiscal 2025 Grants of Plan-Based Awards		31
Outstanding Equity Awards at Fiscal Year End 2025		32
Options Exercised and Stock Vested During Fiscal Year 2025		34
Pension Benefits		34
Potential Payments upon Termination or Change in Control		35

4			INSTEEL INDUSTRIES INC. \| 2026 Proxy Statement		www.insteel.com

CEO Pay Ratio		37
Pay Versus Performance		38

Director Compensation		41

Equity Compensation Plan Information		42

Policies and Practices Related to the Grant of Certain Equity Awards		42

Compensation Committee Interlocks and Insider Participation		43

Item Number Three:	Ratification of the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm	44
Board Recommendation		44
Fees Paid to Independent Registered Public Accounting Firm		44
Pre-Approval Policies and Procedures		45

Report of the Audit Committee		45

Certain Relationships and Related Person Transactions		46

Questions and Answers About the Annual Meeting		47

Other Information		51
Expenses of Solicitation		51
Householding		51

Shareholder Proposals for the 2027 Annual Meeting		52
Proposals for Inclusion in the Proxy Statement		52
Other Proposals		52
Delivery of Notice of a Proposal		52

Date and Time:	February 10, 2026
	9:00 a.m. Eastern time

Place:	Cross Creek Country Club
	1129 Greenhill Road
	Mount Airy, NC 27030

Proposal	Vote Required	Board Recommendation
Proposal 1: Election of three nominees to the Board of Directors	Plurality of Votes Cast*	FOR all nominees
Proposal 2: Advisory Vote on the compensation of our named executive officers	Majority of the Votes Cast	FOR
Proposal 3: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for our 2026 fiscal year	Majority of the Votes Cast	FOR

	Robust share ownership guidelines;
	Double triggers in our change in control severance agreements;
	A mandatory clawback policy for incentive-based compensation awarded to executive officers;
	Significant vesting periods for equity awards;
	No significant perquisites;
	No employment agreements for our executive officers;
	Prohibition of hedging of our shares;
	Long-term incentives that are entirely equity-based;
	Prohibition of stock option repricing; and
	Engagement of an independent compensation consultant.

•	Chairman of the Board and Chief Executive Officer: H.O. Woltz III;
•	independent Lead Director: W. Allen Rogers II; and
•	fully independent Audit, Executive Compensation and Nominating and Governance Committees.

•	presiding at all meetings of the Board of Directors in the absence of, or upon the request of, the Chairman of the Board;
•	advising the Chairman of the Board regarding the agendas for meetings of the Board of Directors;
•	calling meetings of non-management and/or independent directors;
•	advising the Chief Executive Officer, as appropriate, on issues discussed at executive sessions of non-management and/or independent directors; and
•	serving as principal liaison between the non-management and/ or independent directors, as a group, and the Chief Executive Officer, as necessary.

Current Committee Membership
Audit Committee	Executive Compensation Committee	Nominating and Governance Committee
Blake K. Doyle	Abney S. Boxley III	Abney S. Boxley III*
Anne H. Lloyd	Anne H. Lloyd	W. Allen Rogers II
W. Allen Rogers II	Jon M. Ruth*	Jon M. Ruth
G. Kennedy Thompson*	Joseph A. Rutkowski	Joseph A. Rutkowski
	G. Kennedy Thompson	Eric J. Zernikow
	Eric J. Zernikow

Committee Membership Following the Annual Meeting
Audit Committee	Executive Compensation Committee	Nominating and Governance Committee
Blake K. Doyle	Abney S. Boxley III	Abney S. Boxley III*
Anne H. Lloyd	Anne H. Lloyd	Blake K. Doyle
G. Kennedy Thompson*	Jon M. Ruth*	Jon M. Ruth
	G. Kennedy Thompson	Eric J. Zernikow
	Eric J. Zernikow

•	the integrity of our financial statements, financial reporting process and systems of internal accounting and financial controls;
•	our compliance with legal and regulatory requirements;
•	the independent auditors’ qualifications and independence; and
•	the performance of our internal audit function and independent auditor.
As part of these responsibilities, the Audit Committee:
•	appoints, retains and oversees the Company’s independent auditor;
•	preapproves all audit and non-audit engagements and related fees and terms with the Company’s independent auditor;
•	reviews with the independent auditor and management all major accounting policy matters involved in the preparation of interim and annual financial reports and any deviations from prior practice; and
•	reviews and discusses management’s evaluation of the adequacy of disclosure controls and procedures and internal control over financial reporting.

•	reviewing and approving, for the Chief Executive Officer and other executive officers, annual base salary, annual incentive opportunity, long-term incentive opportunity and corporate goals and objectives applicable to compensation;
•	annually evaluating our Chief Executive Officer’s performance in light of applicable goals and objectives;
•	reviewing and making recommendations to the Board with respect to the compensation of non-management directors;
•	reviewing, approving and administering our incentive compensation plans and equity-based compensation plans;
•	determining stock ownership guidelines for the executive officers and directors and monitoring compliance with such guidelines and administering our clawback policy;
•	reviewing the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking;
•	reviewing the results of any shareholder advisory votes regarding our executive compensation and recommending to the Board how to respond to such votes; and
•	recommending to the Board whether to have an annual, biannual or triennial shareholder advisory vote regarding executive compensation.

•	developing and recommending to the Board criteria for identifying and evaluating candidates for the Board, including standards for assessing independence;
•	identifying and screening candidates and/or directors based on the Board’s criteria when evaluating whether individuals are qualified for nomination or re-nomination to the Board;
•	recommending candidates to the Board either to stand for election at the next meeting of the Company’s shareholders or for appointment to the Board in the event of a vacancy on the Board;
•	reviewing the appropriate size of the Board, the requisite skills and characteristics of its members and the Board’s committee structure and membership;
•	reviewing the Company’s Board Governance Guidelines and overall corporate governance policies and recommending any changes to the Board for its review and approval;
•	reviewing and making recommendations to the Board concerning the Company’s Code of Business Conduct and Ethics; and
•	developing and recommending to the Board for its review and approval an annual self-assessment process and overseeing such process.

•	independence;
•	leadership experience;
•	business and financial experience;
•	familiarity with our industry, customers and suppliers;
•	personal and professional ethics and integrity;
•	diversity of talents, backgrounds and perspectives;
•	judgment;
•	other company board or management relationships;
•	existing time commitments; and
•	NYSE and other regulatory requirements for the Board and its committees.

Name and Address of Beneficial Owner	Number of Shares	Percentage of Shares
BlackRock, Inc. and affiliates⁽¹⁾ 50 Hudson Yards New York, NY 10001	3,172,177	16.4%
The Vanguard Group⁽²⁾ 100 Vanguard Blvd. Malvern, PA 19355	1,287,145	6.6%
Dimensional Fund Advisors LP⁽³⁾ Building One 6300 Bee Cave Road Austin, TX 78746	1,239,317	6.4%
Global X Management Co LLC⁽⁴⁾ 605 3rd Avenue, 43rd Floor New York, NY 10158	986,412	5.1%

(1)	Based upon information set forth in a Schedule 13G/A filed with the SEC by BlackRock, Inc. on July 17, 2025, reporting sole power to vote or direct the vote of 3,133,873 shares and sole power to dispose or direct the disposition of 3,172,177 shares. In its Schedule 13G/A, BlackRock, Inc. reported that the interest of iShares Core S&P Small-Cap ETF in the specified shares is more than 5% of the outstanding shares of our common stock.
(2)	Based upon information set forth in a Schedule 13G filed with the SEC by The Vanguard Group on February 13, 2024 reporting shared power to vote or direct the vote of 16,635 shares, sole power to dispose or direct the disposition of 1,253,535 shares and shared power to dispose or direct the disposition of 33,610 shares.
(3)	Based upon information set forth in a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 9, 2024, reporting that it or its subsidiaries may possess sole power to vote or direct the vote of 1,218,032 shares and sole power to dispose or direct the disposition of 1,239,317 shares. Dimensional Fund Advisors LP and its subsidiaries disclaimed beneficial ownership of such shares.
(4)	Based upon information set forth in a Schedule 13G filed with the SEC by Global X Management Co LLC on May 15, 2025, reporting that it or its subsidiaries may possess sole power to vote or direct the vote of 986,412 shares and sole power to dispose or direct the disposition of 986,412 shares.

Name of Beneficial Owner	Number of Shares of Common Stock	RSUs⁽¹⁾	Options Exercisable Within 60 days	Total	%
Abney S. Boxley III	18,758	2,703	—	18,758	*
Blake K. Doyle	—	2,703	—	—	*
Anne H. Lloyd	10,948	2,703	—	10,948	*
W. Allen Rogers II	93,464	2,703	—	93,464	*
Jon M. Ruth	22,256	2,703	—	22,256	*
Joseph A. Rutkowski	21,851	2,703	—	21,851	*
G. Kennedy Thompson	31,414	2,703	—	31,414	*
Eric J. Zernikow	137	—	—	137	*
H. O. Woltz III⁽²⁾	667,631	42,032	168,945	840,876	4.3
Scot R. Jafroodi	46,713	11,563	28,521	75,234	*
Richard T. Wagner	40,000	12,716	33,016	73,016	*
Elizabeth C. Southern	—	6,908	5,677	5,677	*
James R. York	8,843	6,937	13,416	22,259	*
All Directors and Executive Officers as a Group (13 Persons)	962,015		249,575	1,211,590	6.2

(1)	The economic terms of RSUs are substantially similar to shares of restricted stock. However, because shares of restricted stock carry voting rights while RSUs do not, pursuant to SEC rules shares of restricted stock would be included in the “Total” column, while RSUs are not so included. We show them here because we believe it provides additional information to our shareholders regarding the equity interests our executive officers and directors hold in the Company.
(2)	Includes 170,610 shares held in various trusts for which Mr. Woltz serves as co-trustee. Mr. Woltz shares voting and investment power for these shares. He disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in them.
()*	Less than 1%.

	Age	Director Since	Audit Committee	Executive Compensation Committee	Nominating and Governance Committee	Independent
Abney S. Boxley III	67	2018				Y
Blake K. Doyle	45	2024				Y
Anne H. Lloyd	64	2019				Y
Jon M. Ruth	70	2016				Y
G. Kennedy Thompson	75	2017				Y
Eric J. Zernikow	52	2025				Y
H. O. Woltz III	69	1986				N

•	Executive Compensation Committee
•	Nominating and Governance Committee

•	Executive Compensation Committee
•	Nominating and Governance Committee (Chair)

•	Executive Compensation Committee
•	Audit Committee (Chair)

Proxy Summary

2026 Annual Meeting of Shareholders

Eligibility to Vote

Governance Highlights

Election of Directors

Advisory Vote on the Compensation of our Named Executive Officers

Ratify the Appointment of Grant Thornton LLP as our Independent Public Accounting Firm for Fiscal 2026

Proxy Statement

References to Website

Corporate Governance Guidelines and Board Matters

The Board of Directors

Director Independence

Board Leadership Structure

Committees of the Board

The Audit Committee

The Executive Compensation Committee

The Nominating and Governance Committee

Risk Oversight

Process for Identifying and Evaluating Director Candidates

Communicating with our Board of Directors

Code of Business Conduct

Insider Trading Policy

Corporate Responsibility

Availability of Bylaws, Board Governance Guidelines, Code of Conduct and Committee Charters

Security Ownership of Certain Beneficial Owners

Security Ownership of Directors and Executive Officers

Delinquent Section 16(a) Reports

Item Number One Election of Directors

Introduction

Vote Required

Board Recommendation

Information Regarding Nominees, Continuing Directors and Executive Officers

Nominee for a one-year term as Director with a term expiring at the 2027 Annual Meeting

Nominees for a three-year term as Director with terms expiring at the 2029 Annual Meeting

Continuing Directors with terms expiring at the 2027 Annual Meeting

Continuing Directors with terms expiring at the 2028 Annual Meeting

Executive Officers

Item Number Two Advisory Vote on the Compensation of our Named Executive Officers

Board Recommendation

Executive Compensation

Compensation Discussion and Analysis

I. Executive Summary

Introduction

Results of 2025 Say-On-Pay Vote

Business and Financial Performance During Fiscal 2025

How Our Performance Affected Executive Officers’ Compensation

Our Key Compensation Practices

II. Overall Objectives

III. How We Make Executive Compensation Decisions

IV. Elements of Compensation

Base Salaries

Annual Incentives

Long-Term Incentives

Retirement Benefits

Change in Control Severance (“CIC”) Agreements

Severance Agreement

Broad-Based Employee Benefits

V. Additional Information on Executive Compensation

No Tax Gross-Ups

Stock Ownership and Retention Guidelines

Executive Compensation Committee Report

Summary Compensation Table

Fiscal 2025 Grants of Plan-Based Awards

•	Executive Compensation Committee (Chair)
•	Nominating and Governance Committee

•	We closely monitor the compensation programs of companies of similar size and similar industries, with the objective of providing total compensation opportunities to our executive officers that are near the median of our peer group.
•	To motivate our executive officers and to align their interests with those of our shareholders, we provide annual incentives which are designed to reward our executive officers for the attainment of short-term goals and long-term incentives, which are designed to reward them for increases in our shareholder value over time.
•	We provide executive officers with long-term incentives in the form of stock options and RSUs. These equity-based awards, which vest over a period of three years (except in the case of retirement, death or disability), link compensation with the long-term price performance of our stock and also provide a substantial retention incentive.
•	After consultation with our independent compensation consultant, we believe that while our long-term incentives may be viewed as less performance-based than those of our peers because they do not include performance contingent vesting, our annual incentive plan is generally more performance-based than plans of our peers, and therefore, taken as a whole, our compensation program is appropriately tied to Company performance. We also believe that time-based vesting of equity awards is appropriate due to the cyclicality of our business and volatility of our financial results.
•	We have entered into change in control severance agreements with each of our executive officers. These agreements provide certain benefits in the event of certain terminations following a change in control, also known as a “double-trigger” requirement. We do not provide for tax gross-up payments on any severance payments that would be made in connection with a change in control.
•	We do not provide significant perquisites to our executive officers.
•	We have a clawback policy to recoup performance-based incentive compensation.
•	We have a policy prohibiting our executive officers from entering into financial transactions designed to hedge or offset any decrease in the market value of our stock. This policy also requires our executive officers to disclose to the Board any intention to enter into a transaction involving the pledge of our stock as collateral to secure personal loans.

	Compensation Discussion and Analysis	22

	I. Executive Summary	22
	II. Overall Objectives	24
	III. How We Make Executive Compensation Decisions	25
	IV. Elements of Compensation	26
	V. Additional Information on Executive Compensation	29

	Executive Compensation Committee Report	29

H. O. WOLTZ III	President and Chief Executive Officer
SCOT R. JAFROODI	Vice President, Chief Financial Officer and Treasurer
RICHARD T. WAGNER	Senior Vice President and Chief Operating Officer
ELIZABETH C. SOUTHERN	Vice President Administration, Secretary and Chief Legal Officer
JAMES R. YORK	Senior Vice President Sourcing and Logistics

•	Net earnings increased to $41.0 million ($2.10 per diluted share) in 2025 from $19.3 million ($0.99 per share) in 2024 primarily due to the increase in gross profit partially offset by higher selling, general and administrative expense, lower interest income, restructuring charges and acquisitions costs.
•	Return on capital, as calculated under our Return on Capital Incentive Compensation Plan (“ROCICP”), increased to 14.1% from 6.3% in the prior year.
•	We invested $8.2 million in our facilities during fiscal 2025 primarily to support productivity improvement initiatives as well as recurring maintenance requirements.
•	We ended fiscal 2025 debt-free with $38.6 million of cash, providing us with ample liquidity to meet our funding requirements and pursue growth opportunities.
•	As a result of our strong liquidity and financial position, following the end of fiscal 2025 the Board elected to return excess cash to shareholders in the form of a special dividend of $1.00 per share, paid on December 12, 2025 to shareholders of record as of November 28, 2025.

FY	Short-Term Incentive Payments As Percent of Target	Return on Capital (As Calculated Under Our ROCICP)
2011	0.0%	5.1%
2012	0.0%	1.4%
2013	85.6%	7.7%
2014	140.0%	10.4%
2015	153.1%	11.1%
2016	200.0%	23.1%
2017	163.0%	12.5%
2018	200.0%	16.6%
2019	0.0%	1.8%
2020	85.4%	9.7%
2021	200.0%	36.9%
2022	200.0%	47.6%
2023	93.5%	9.1%
2024	29.0%	6.3%
2025	200.0%	14.1%

	An Executive Compensation Committee comprising solely independent directors
	An independent compensation consultant that reports to and is directed by the Committee, and that provides no other services to the Company
	A mandatory clawback policy for performance-based incentive compensation awarded to executive officers
	Double triggers for change in control payments
	Significant vesting periods for equity awards
	Robust share ownership guidelines
	No tax gross-ups of any kind, including for any excise taxes in conjunction with change in control payments
	No significant perquisites
	No repricing or replacing of underwater stock options without shareholder approval
	Mitigation of risk, in that responsible management of our assets is an integral component of the calculation of annual incentives payable under our ROCICP

•	attract, motivate and retain executives who will be successful in this environment;
•	align executives’ interests with those of our shareholders; and
•	provide appropriate rewards based on the financial performance of our business.

	•	Annual Incentive. Our primary objective is to create shareholder value. The annual incentive for our executive officers is based entirely on the Company’s return on capital, which is a measure that incorporates both the generation of earnings and the management of the Company’s balance sheet and is closely correlated with long-term shareholder returns.
	•	Long-Term Incentives. Our long-term incentives are entirely equity-based, composed of 50% RSUs and 50% stock options. Use of these equity-based incentives ensures that their value is directly linked to changes in the price of our common stock and inherently performance-based. In addition, these awards build ownership among our executives and help to promote commonality of interest between our executives and our shareholders.

•	Encourage long-term commitment to the Company.
	We believe that the value provided by our executives increases over time as they become increasingly knowledgeable about our industry, customers and competitors, as well as our business processes, people and culture. We believe that providing incentives for executive officers to remain with the Company will enhance its long-term value. Accordingly, we include elements such as our Supplemental Retirement Plan (“SRP”) and Change in Control Severance (“CIC”) Agreements as components of our executive compensation program to provide such incentives. The full benefit under our SRP is not earned until an executive officer is employed by us for 30 years, and the minimum benefit under these agreements requires ten years of service. We believe that our long-term equity incentives, which fully vest over a three-year period, are also a key element of our effort to ensure retention of our key executives.
•	Administrative simplicity and direct line of sight to performance.
	Each component of the Company’s compensation program is formulaic and focused on creating short-term and long-term shareholder value. The absence of subjective and behavioral criteria in the plan simplifies administration and promotes clear line of sight for executives between performance and their compensation.

SEC Form DEF 14A filed by Insteel Industries Inc.