Form 8-K

8-K — INSTEEL INDUSTRIES INC

Accession: 0001437749-26-012485

Filed: 2026-04-16

Period: 2026-04-16

CIK: 0000764401

SIC: 3310 (STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — iiin20260415_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_946002.htm)

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0000764401

2026-04-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 16, 2026

Insteel Industries Inc.

(Exact Name of Registrant as Specified in Charter)

North Carolina

1-9929

56-0674867

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1373 Boggs Drive

Mount Airy, North Carolina 27030

(Address of Principal Executive Offices, and Zip Code)

(336) 786-2141

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition

On April 16, 2026, Insteel Industries Inc. issued a news release regarding its financial results for its second quarter ended March 28, 2026. A copy of this release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 of this Current Report on Form 8-K, including the related information in Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1

News Release dated April 16, 2026 announcing financial results for the second quarter ended March 28, 2026.

Exhibit 104

Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

Pursuant to the requirements 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.

By:

/s/ Elizabeth C. Southern

Name:

Elizabeth C. Southern

Title:

Vice President Administration, Secretary and Chief Legal Officer

Date:

April 16, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_946002.htm · Sequence: 2

ex_946002.htm

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:

Scot Jafroodi

Vice President,

Chief Financial Officer and Treasurer

Insteel Industries Inc.

(336) 786-2141

INSTEEL INDUSTRIES REPORTS SECOND QUARTER 2026 RESULTS

MOUNT AIRY, N.C., April 16, 2026 – Insteel Industries Inc. (NYSE: IIIN) (“Insteel” or the “Company”), the largest manufacturer of steel wire reinforcing products for concrete construction applications in the United States, today reported financial results for its second quarter of fiscal 2026, ended March 28, 2026.

Second Quarter 2026 Highlights

●

Net earnings of $5.2 million, or $0.27 per share

●

Net sales of $172.7 million

●

Gross profit of $16.5 million, or 9.6% of net sales

●

Net cash balance of $15.1 million and no debt outstanding as of March 28, 2026

●

Weather-driven volume decline, while market outlook remains positive

Second Quarter 2026 Results

Net earnings for the second quarter of fiscal 2026 decreased to $5.2 million, or $0.27 per share, from $10.2 million, or $0.52 per diluted share, in the same period a year ago. Prior year results included $0.7 million in restructuring charges and acquisition-related costs, which collectively reduced net earnings per share by $0.03. Insteel’s second quarter results were unfavorably impacted by narrower spreads between selling prices and raw material costs, lower shipments and elevated unit manufacturing costs.

Net sales increased 7.5% to $172.7 million from $160.7 million in the prior-year quarter, driven by a 14.2% increase in average selling prices, partially offset by a 5.9% decline in shipments. Higher average selling prices reflect ongoing pricing actions implemented to offset increased raw material and operating costs. The decline in shipments was driven mainly by widespread and prolonged winter weather disruptions across most of our markets, which limited construction activity and constrained operating schedules for both customers and Insteel. Sequentially, shipments grew 6.9% from the first quarter, while average selling prices rose 1.0%. Gross profit decreased to $16.5 million from $24.5 million, and gross margin narrowed to 9.6% from 15.3% in the prior‑year quarter, primarily reflecting reduced spreads, lower shipment volumes and higher operating costs driven in part by weather‑related operational inefficiencies.

Operating activities provided $4.8 million of cash while using $3.3 million in the prior year quarter, primarily due to the relative changes in net working capital and the decrease in net earnings. Net working capital used $1.4 million in the current quarter, driven by an increase in accounts receivable partially offset by a reduction in inventories, compared to $21.9 million in the prior year quarter.

(MORE)

1373 BOGGS DRIVE, MOUNT AIRY, NC 27030/PHONE: (336) 786-2141/FAX: (336) 786-2144

WWW.INSTEEL.COM

Page 2 of 6

Six Month 2026 Results

Net earnings for the first six months of fiscal 2026 increased to $12.8 million, or $0.65 per diluted share, from $11.3 million, or $0.58 per share, in the same period a year ago. Earnings for the prior year period included $1.7 million in restructuring charges and acquisition-related costs, which collectively reduced net earnings per share by $0.07.

Net sales increased to $332.6 million from $290.4 million for the prior year period, driven by a 16.2% rise in average selling prices partially offset by a 1.5% decrease in shipments. Gross profit increased to $34.6 million from $34.1 million in the same period a year ago, while gross margin narrowed to 10.4% from 11.7% due primarily to higher operating costs.

Operating activities provided $4.4 million of cash compared with $15.7 million in the prior year period, primarily due to the relative changes in net working capital. Net working capital used $18.0 million of cash in the current year period to fund an increase in inventories, compared to $9.6 million in the prior year period.

Capital Allocation and Liquidity

Capital expenditures for the first six months of fiscal 2026 increased to $5.9 million from $4.9 million in the comparable prior year period. Capital outlays for fiscal 2026 are expected to total up to approximately $20.0 million, primarily directed toward cost and productivity improvement initiatives, investments in the growth of our engineered structural mesh (“ESM”) business, and routine maintenance requirements.

Insteel ended the quarter with $15.1 million of cash and no borrowings outstanding on its $100.0 million revolving credit facility.

Outlook

“Winter weather affected most of our facilities and geographies during the quarter, limiting shipments as construction activity slowed and the supply chain experienced operational disruptions,” commented H.O. Woltz III, Insteel’s President and CEO. “Additionally, certain projects that had initially scheduled deliveries in Q2 were delayed until later in our fiscal year, unrelated to weather conditions. I should emphasize that these are delays rather than cancellations. We view these events as temporary and not indicative of underlying demand, which we continue to believe is healthy. If our assumption is correct, shipment levels should strengthen, supported by continued momentum in nonresidential construction markets, the typical seasonal pickup in activity, and the carryover of weather‑delayed projects. We are optimistic about demand in our markets, and believe we are well‑positioned to benefit as activity levels increase.”

Mr. Woltz added, “Beyond the near‑term effects of winter weather, broader market forces continue to shape our operating environment, particularly those tied to raw material availability and pricing, evolving U.S. trade policy, and ongoing geopolitical tension in the Middle East. Domestic hot‑rolled wire rod prices remain far above global levels, practically eliminating the intended impact of the Section 232 derivative product initiative pursued by the Administration in 2025. Even so, we are comfortable with our market position that includes minimal direct import competition but we remain concerned by the disconnect between U.S. pricing for hot-rolled steel relative to the world market level. Inflationary conditions continue to adversely affect our cost profile as we have experienced increased tariff costs, significant increases in energy costs, and recently, sharply escalating freight costs. As we move forward, we will remain focused on disciplined pricing, operational efficiency, and maintaining strong relationships with our customers, which we believe positions us to navigate these market conditions effectively.”

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Page 3 of 6

Conference Call

Insteel will hold a conference call at 10:00 a.m. ET today to discuss its second quarter financial results. A live webcast of this call can be accessed on Insteel’s website at https://investor.insteel.com and will be archived for replay.

About Insteel

Insteel is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. Insteel manufactures and markets prestressed concrete strand and welded wire reinforcement, including ESM, concrete pipe reinforcement and standard welded wire reinforcement. Insteel’s products are sold primarily to manufacturers of concrete products and concrete contractors for use, primarily, in nonresidential construction applications. Headquartered in Mount Airy, North Carolina, Insteel operates 11 manufacturing facilities located in the United States.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “believes,” “anticipates,” “expects,” “estimates,” “appears,” “plans,” “intends,” “may,” “should,” “could” and similar expressions are intended to identify forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, they are subject to several risks and uncertainties, and we can provide no assurances that such plans, intentions or expectations will be implemented or achieved. Many of these risks and uncertainties are discussed in detail in our Annual Report on Form 10-K for the year ended September 27, 2025 and may be updated from time to time in our other filings with the U.S. Securities and Exchange Commission (the “SEC”).

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements speak only to the respective dates on which such statements are made, and we do not undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law.

It is not possible to anticipate and list all risks and uncertainties that may affect our business, future operations or financial performance; however, they include, but are not limited to, the following: general economic and competitive conditions in the markets in which we operate, including uncertainty over global trade policies and the financial impact of related tariffs and retaliatory tariffs; geopolitical conflicts that may increase our costs and disrupt our supply chain; changes in the spending levels for nonresidential and residential construction and the impact on demand for our products; changes in the amount and duration of transportation funding provided by federal, state and local governments and the impact on spending for infrastructure construction and demand for our products; the cyclical nature of the steel and building material industries; credit market conditions and the relative availability of financing for us, our customers and the construction industry as a whole; the impact of rising interest rates on the cost of financing for our customers; fluctuations in the cost and availability of our primary raw material, hot-rolled carbon steel wire rod, from domestic and foreign suppliers; competitive pricing pressures and our ability to raise selling prices in order to recover increases in raw material or operating costs; changes in United States or foreign trade policy affecting imports or exports of steel wire rod or our products; unanticipated changes in customer demand, order patterns and inventory levels; the impact of fluctuations in demand and capacity utilization levels on our unit manufacturing costs; our ability to further develop the market for ESM and expand our shipments of ESM; legal, environmental, economic or regulatory developments that significantly impact our business or operating costs; unanticipated plant outages, equipment failures or labor difficulties; the impact of cybersecurity breaches and data leaks: and the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended September 27, 2025, and in other filings made by us with the SEC.

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Page 4 of 6

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except for per share data)

(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

1,358

Acquisition costs

298

Other expense, net

Interest expense

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

19,477

19,490

Diluted

19,566

19,529

19,559

19,539

Cash dividends declared per share

0.03

1.06

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Page 5 of 6

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

March 28,

December 27,

September 27,

March 29,

2026

2025

Assets

Current assets:

Cash and cash equivalents

15,088

15,589

38,630

28,424

Accounts receivable, net

81,386

64,601

78,719

79,792

Inventories

158,980

172,287

137,776

96,033

Other current assets

8,080

5,742

6,822

6,536

Total current assets

263,534

258,219

261,947

210,785

Property, plant and equipment, net

126,199

126,327

128,691

133,944

Intangibles, net

15,745

16,138

16,553

17,514

Goodwill

37,755

Other assets

17,254

17,694

17,704

21,862

Total assets

460,487

456,133

462,650

421,860

Liabilities and shareholders' equity

Current liabilities:

Accounts payable

62,185

57,299

48,173

42,998

Accrued expenses

8,815

14,897

17,836

11,427

Total current liabilities

71,000

72,196

66,009

54,425

Other liabilities

24,971

25,094

25,109

26,022

Commitments and contingencies

Shareholders' equity:

Common stock

19,433

19,396

19,420

19,412

Additional paid-in capital

90,735

89,733

89,402

87,959

Retained earnings

254,384

249,750

262,746

234,650

Accumulated other comprehensive loss

(36

)

(36

)

(36

)

(608

)

Total shareholders' equity

364,516

358,843

371,532

341,413

Total liabilities and shareholders' equity

460,487

456,133

462,650

421,860

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Page 6 of 6

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended

Six Months Ended

March 28,

March 29,

March 28,

March 29,

2026

2025

2026

2025

Cash Flows From Operating Activities:

Net earnings

5,217

10,230

12,810

11,311

Adjustments to reconcile net earnings to net cash provided by (used for) operating activities:

Depreciation and amortization

4,407

4,603

8,960

9,032

Amortization of capitalized financing costs

Stock-based compensation expense

1,317

1,343

1,758

1,688

Deferred income taxes

124

(770

)

272

Asset impairment charges

320

593

Loss on sale and disposition of property, plant and equipment

Increase in cash surrender value of life insurance policies over premiums paid

(15

)

Net changes in assets and liabilities (net of assets and liabilities acquired):

Accounts receivable, net

(16,785

)

(30,350

)

(2,667

)

(21,484

)

Inventories

13,307

2,637

(21,204

)

5,277

Accounts payable and accrued expenses

2,115

5,823

5,886

6,577

Other changes

(4,910

)

2,802

(1,508

)

2,604

Total adjustments

(380

)

(13,548

)

(8,440

)

4,354

Net cash provided by (used for) operating activities

4,837

(3,318

)

4,370

15,665

Cash Flows From Investing Activities:

Acquisition of businesses

(71,456

)

Capital expenditures

(4,400

)

(2,226

)

(5,894

)

(4,893

)

Increase in cash surrender value of life insurance policies

(77

)

(240

)

(437

)

(56

)

Proceeds from sale of property, plant and equipment

Proceeds from surrender of life insurance policies

Net cash used for investing activities

(4,477

)

(2,399

)

(6,328

)

(76,338

)

Cash Flows From Financing Activities:

Proceeds from long-term debt

18,250

18,317

135

Principal payments on long-term debt

(18,250

)

(66

)

(18,317

)

(135

)

Cash dividends paid

(583

)

(582

)

(20,561

)

(20,596

)

Payment of employee tax withholdings related to net share transactions

(278

)

(103

)

(278

)

(103

)

Repurchases of common stock

(1,125

)

(745

)

(1,742

)

Net cash used for financing activities

(861

)

(1,810

)

(21,584

)

(22,441

)

Net decrease in cash and cash equivalents

(501

)

(7,527

)

(23,542

)

(83,114

)

Cash and cash equivalents at beginning of period

15,589

35,951

38,630

111,538

Cash and cash equivalents at end of period

15,088

28,424

15,088

28,424

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Interest

Income taxes, net

6,583

237

6,650

277

Non-cash investing and financing activities:

Purchases of property, plant and equipment in accounts payable

1,367

1,618

1,367

1,618

Restricted stock units and stock options surrendered for withholding taxes payable

278

103

278

103

Accrued liability related to holdback for business acquired

657

IIIN – E

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Document And Entity Information

Apr. 16, 2026

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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