Form 8-K
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.”
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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 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.
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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
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
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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
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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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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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
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Local phone number for entity.
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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.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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.
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Title of a 12(b) registered security.
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Name of the Exchange on which a security is registered.
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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.
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Trading symbol of an instrument as listed on an exchange.
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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.
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