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Form 8-K

sec.gov

8-K — INSTEEL INDUSTRIES INC

Accession: 0001437749-26-023670

Filed: 2026-07-16

Period: 2026-07-16

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 — iiin20260715_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_988377.htm)

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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): July 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 Carolina27030

(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 July 16, 2026, Insteel Industries Inc. issued a news release regarding its financial results for its third quarter ended June 27, 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 July 16, 2026 announcing financial results for the third quarter ended June 27, 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:           July 16, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_988377.htm · Sequence: 2

ex_988377.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 THIRD QUARTER 2026 RESULTS

MOUNT AIRY, N.C., July 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 announced financial results for its third quarter of fiscal 2026 ended June 27, 2026.

Third Quarter 2026 Highlights

Net earnings of $9.0 million, or $0.46 per share

Net sales of $197.7 million

Gross profit of $20.1 million, or 10.2% of net sales

Increased share repurchase activity, acquiring 75,000 shares for $1.9 million during the quarter

Net cash balance of $22.9 million and no debt outstanding as of June 27, 2026

Favorable outlook for the remainder of fiscal 2026

Third Quarter 2026 Results

Net earnings for the third quarter of fiscal 2026 decreased to $9.0 million, or $0.46 per share, from $15.2 million, or $0.78 per share, for the same period a year ago. Prior-year results included $0.9 million in restructuring and acquisition-related costs, which reduced net earnings per share by $0.03. Insteel's third quarter results benefited from higher average selling prices and improved shipment activity compared with the prior-year period. However, those benefits were more than offset by higher costs.

Net sales increased 9.9% to $197.7 million from $179.9 million in the prior-year quarter, driven by an 8.0% increase in average selling prices and a 1.7% rise in shipments. Average selling prices benefited from pricing actions implemented across all product lines to recover higher raw material, freight and other operating costs, while shipments increased from the prior-year quarter as demand conditions across our key construction end markets remained generally favorable. Sequentially, average selling prices increased 2.3%, while shipments rose 11.9% from the second quarter.

Gross profit declined to $20.1 million from $30.8 million in the prior year quarter, and gross margin narrowed to 10.2% from 17.1%, primarily due to inflationary pressures across practically all areas of our cost structure, partially offset by increased shipments.

Operating activities generated $13.7 million of cash during the quarter compared with $28.2 million in the prior year quarter due to a combination of a reduction in net earnings and the relative change in net working capital. Net working capital provided $0.5 million in the current year quarter, compared to $9.4 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

Nine Month 2026 Results

Net earnings for the first nine months of fiscal 2026 were $21.8 million, or $1.12 per share, compared with $26.5 million, or $1.35 per diluted share, for the same period a year ago. Earnings for the prior year period included $2.5 million of restructuring charges and acquisition-related costs, which collectively reduced net earnings per share by $0.10.

Net sales increased to $530.2 million from $470.3 million for the prior year period, driven by a 13.1% increase in average selling prices, while shipment volumes were relatively unchanged. Gross profit decreased to $54.7 million from $64.8 million in the same period a year ago, and gross margin narrowed to 10.3% from 13.8%, due to higher freight and operating expenses.

Operating activities provided $18.0 million of cash compared with $44.2 million in the prior year period, primarily due to a combination of a reduction in net earnings and the relative changes in net working capital. Net working capital used $17.5 million of cash in the current year period, largely to fund increases in inventories, compared with $0.2 million in the prior year period.

Capital Allocation and Liquidity

Capital expenditures for the first nine months of fiscal 2026 increased to $9.1 million from $6.5 million in the comparable prior year period. Capital expenditures for fiscal 2026 are now expected to total approximately $15.0 million, down from our previous expectation of approximately $20.0 million. Planned spending continues to support cost and productivity improvement initiatives, investments in the growth of our engineered structural mesh (“ESM”) business, and routine maintenance requirements. The revised outlook reflects the timing of certain projects rather than any change in our planned investment activities, with a portion of the related expenditures now expected to be incurred in fiscal 2027.

During the third quarter of fiscal 2026, the Company repurchased 75,000 shares of its common stock under its existing share repurchase authorization. During the first nine months of fiscal 2026, Insteel has returned $23.8 million to shareholders through dividends and share repurchases while maintaining a strong balance sheet and ample liquidity. The Company ended the quarter debt-free with $22.9 million of cash and no borrowings outstanding under its $100.0 million revolving credit facility.

Outlook

“The business environment remained supportive during the quarter, as shipment levels increased from the prior-year period,” commented H.O. Woltz III, Insteel’s President and CEO. “Customer sentiment remains positive and the level of activity in publicly funded infrastructure markets continues to be healthy. Private non-residential construction continues to be dominated by data center projects, some of which have experienced schedule delays. We believe these delays are timing-related and do not imply weakening demand. Profitability during the quarter was impacted by higher costs, as increases in wire rod prices, freight expense, and practically all other operating costs outpaced changes in selling prices. We believe these headwinds are temporary and expect to recover these higher costs through our pricing over time.”

Mr. Woltz added, “Looking ahead, the fundamental drivers of demand across our markets remain intact, supported by the Company’s recent investments, and resilience in publicly funded construction and infrastructure-related projects. While we continue to monitor developments related to raw material pricing, transportation costs and trade policy, we are focused on operating efficiently, maintaining strong customer relationships and executing our growth initiatives. We like the Company’s positioning as we move through the remainder of fiscal 2026.”

(MORE)

Page 3 of 6

Conference Call

Insteel will hold a conference call at 10:00 a.m. ET today to discuss its third 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.

(MORE)

Page 4 of 6

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except for per share data)

(Unaudited)

Three Months Ended

Nine Months Ended

June 27,

June 28,

June 27,

June 28,

2026

2025

2026

2025

Net sales

$

197,659

$

179,886

$

530,236

$

470,262

Cost of sales

177,555

149,114

475,579

405,432

​Gross profit

20,104

30,772

54,657

64,830

Selling, general and administrative expense

8,516

10,607

26,988

29,294

Restructuring charges, net

-

843

51

2,201

Acquisition costs

-

27

-

325

Other expense (income), net

78

(16

)

85

(12

)

Interest expense

12

14

48

40

Interest income

(188

)

(472

)

(619

)

(1,574

)

​Earnings before income taxes

11,686

19,769

28,104

34,556

Income taxes

2,667

4,610

6,275

8,086

​Net earnings

$

9,019

$

15,159

$

21,829

$

26,470

Net earnings per share:

​Basic

$

0.46

$

0.78

$

1.12

$

1.36

​Diluted

0.46

0.78

1.12

1.35

Weighted average shares outstanding:

​Basic

19,452

19,476

19,469

19,485

​Diluted

19,494

19,553

19,537

19,544

Cash dividends declared per share

$

0.03

$

0.03

$

1.09

$

1.09

(MORE)

Page 5 of 6

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

(Unaudited)

June 27,

March 28,

December 27,

September 27,

June 28,

2026

2026

2025

2025

2025

Assets

Current assets:

​Cash and cash equivalents

$

22,947

$

15,088

$

15,589

$

38,630

$

53,665

​Accounts receivable, net

80,687

81,386

64,601

78,719

83,264

​Inventories

166,924

158,980

172,287

137,776

119,171

​Other current assets

8,293

8,080

5,742

6,822

7,442

​Total current assets

278,851

263,534

258,219

261,947

263,542

Property, plant and equipment, net

124,348

126,199

126,327

128,691

131,083

Intangibles, net

15,351

15,745

16,138

16,553

17,034

Goodwill

37,755

37,755

37,755

37,755

37,755

Other assets

17,637

17,254

17,694

17,704

22,478

​Total assets

$

473,942

$

460,487

$

456,133

$

462,650

$

471,892

Liabilities and shareholders' equity

Current liabilities:

​Accounts payable

$

65,485

$

62,185

$

57,299

$

48,173

$

73,424

​Accrued expenses

12,632

8,815

14,897

17,836

16,301

​Total current liabilities

78,117

71,000

72,196

66,009

89,725

Other liabilities

24,425

24,971

25,094

25,109

25,959

Commitments and contingencies

Shareholders' equity:

​Common stock

19,358

19,433

19,396

19,420

19,410

​Additional paid-in capital

90,780

90,735

89,733

89,402

88,368

​Retained earnings

261,298

254,384

249,750

262,746

249,038

​Accumulated other comprehensive loss

(36

)

(36

)

(36

)

(36

)

(608

)

​Total shareholders' equity

371,400

364,516

358,843

371,532

356,208

​Total liabilities and shareholders' equity

$

473,942

$

460,487

$

456,133

$

462,650

$

471,892

(MORE)

Page 6 of 6

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

June 27,

June 28,

June 27,

June 28,

2026

2025

2026

2025

Cash Flows From Operating Activities:

​Net earnings

$

9,019

$

15,159

$

21,829

$

26,470

​Adjustments to reconcile net earnings to net cash provided by operating activities:

​Depreciation and amortization

4,387

4,694

13,347

13,726

​Amortization of capitalized financing costs

12

12

38

38

​Stock-based compensation expense

395

427

2,153

2,115

​Deferred income taxes

(342

)

(548

)

(70

)

(541

)

​Asset impairment charges

-

408

-

1,001

​Loss on sale and disposition of property, plant and equipment

18

52

70

86

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

(761

)

(458

)

(776

)

(152

)

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

​Accounts receivable, net

699

(3,472

)

(1,968

)

(24,956

)

​Inventories

(7,944

)

(23,138

)

(29,148

)

(17,861

)

​Accounts payable and accrued expenses

7,772

36,035

13,658

42,612

​Other changes

403

(972

)

(1,105

)

1,632

​Total adjustments

4,639

13,040

(3,801

)

17,700

​Net cash provided by operating activities

13,658

28,199

18,028

44,170

Cash Flows From Investing Activities:

​Acquisition of businesses

-

(600

-

(72,056

​Capital expenditures

(3,165

)

(1,597

)

(9,059

)

(6,490

)

​Increase in cash surrender value of life insurance policies

(104

​)

(109

​)

(541

​)

(471

​)

​Proceeds from sale of assets held for sale

-

57

-

57

​Proceeds from sale of property, plant and equipment

-

62

-

99

​Proceeds from surrender of life insurances policies

-

20

3

50

​Net cash used for investing activities

(3,269

)

(2,167

)

(9,597

)

(78,811

)

Cash Flows From Financing Activities:

​Proceeds from long-term debt

88

88

18,405

223

​Principal payments on long-term debt

(88

(88

(18,405

(223

​Cash dividends paid

(581

​)

(582

​)

(21,142

​)

(21,178

​)

​Payment of employee tax withholdings related to net share transactions

-

(47

​)

(278

​)

(150

​)

​Cash received from exercise of stock options

-

62

-

62

​Repurchases of common stock

(1,949

​)

(224

​)

(2,694

​)

(1,966

​)

​Net cash used for financing activities

(2,530

)

(791

)

(24,114

)

(23,232

)

Net increase (decrease) in cash and cash equivalents

7,859

25,241

(15,683

)

(57,873

)

Cash and cash equivalents at beginning of period

15,088

28,424

38,630

111,538

Cash and cash equivalents at end of period

$

22,947

$

53,665

$

22,947

$

53,665

Supplemental Disclosures of Cash Flow Information:

​Cash paid during the period for:

​Interest

$

-

$

-

$

11

$

-

​Income taxes, net

1,513

4,876

8,163

5,153

​Non-cash investing and financing activities:

​Purchases of property, plant and equipment in accounts payable

364

1,435

364

1,435

​Restricted stock units and stock options surrendered for withholding taxes payable

-

47

278

150

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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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 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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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.

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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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Name:

dei_SecurityExchangeName

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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.

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No definition available.

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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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