Form 8-K
8-K — INSTEEL INDUSTRIES INC
Accession: 0001437749-26-033167
Filed: 2026-10-22
Period: 2026-10-22
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 — iiin20261021_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ex_1029155.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): October 22, 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 October 22, 2026, Insteel Industries Inc. issued a news release regarding its financial results for its fourth quarter and fiscal year ended October 3, 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 October 22, 2026 announcing fourth quarter and fiscal year ended October 3, 2026 financial results.
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:
October 22, 2026
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ex_1029155.htm · Sequence: 2
ex_1029155.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 FOURTH QUARTER 2026 RESULTS
MOUNT AIRY, N.C., October 22, 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 fourth quarter and fiscal year ended October 3, 2026.
Fourth Quarter 2026 Highlights
●
Net earnings of $7.7 million, or $0.40 per share
●
Net sales of $209.3 million
●
Gross profit of $21.0 million, or 10.0% of net sales
●
Net cash balance of $37.5 million and no debt outstanding as of October 3, 2026
●
Announced the consolidation of welded wire operations
●
Broader engineered structural mesh (“ESM”) customer base helped sustain shipments in a soft construction market
●
Fiscal 2027 supported by a favorable demand outlook and ongoing operating efficiency initiatives
Fourth Quarter 2026 Results
Net earnings for the fourth quarter of fiscal 2026 decreased to $7.7 million, or $0.40 per share, from $14.6 million, or $0.74 per diluted share, for the same period a year ago. Results for the current quarter included $0.7 million in restructuring charges related to the consolidation of the Company’s welded wire operations, which reduced net earnings per share by $0.03.
Net sales increased 17.9% to $209.3 million from $177.4 million in the prior-year quarter, driven by higher average selling prices and increased shipments, which benefited from an extra week under Insteel’s fiscal calendar. Average selling prices rose 6.6%, reflecting pricing actions implemented in response to higher raw material, freight and other operating costs. Shipments increased 10.6%, largely due to the additional week, while a broader customer base within our engineered structural mesh business helped sustain volumes despite softness in the broader construction market. Sequentially, average selling prices rose 3.3%, while shipments increased 2.5% from the third quarter, also benefiting from the additional week.
Gross profit decreased to $21.0 million from $28.6 million in the prior-year quarter, with gross margin contracting to 10.0% from 16.1%. The year-over-year decline primarily reflected higher raw material costs, and inflationary trends affecting freight and operating costs that outpaced higher average selling prices.
Operating activities generated $18.2 million of cash during the quarter compared with using $17.0 million in the prior-year quarter, primarily due to favorable changes in net working capital, partially offset by lower earnings. Net working capital provided $4.6 million of cash in the current-year quarter compared with using $37.4 million in the prior-year quarter.
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1373 Boggs Drive, Mount Airy, NC 27030/PHONE: (336) 786-2141/FAX: (336) 786-2144
WWW.INSTEEL.COM
Page 2 of 7
Fiscal 2026 Results
Net earnings for fiscal 2026 were $29.5 million, or $1.51 per diluted share, compared with $41.0 million, or $2.10 per diluted share, for fiscal 2025. Fiscal 2026 results included $0.8 million in restructuring charges, which reduced earnings per diluted share by $0.03. Fiscal 2025 results included $2.6 million of restructuring charges and acquisition-related costs, which reduced earnings per diluted share by $0.10.
Net sales increased to $739.5 million from $647.7 million for fiscal 2025, primarily driven by an 11.5% increase in average selling prices. Shipment volumes increased 2.4% from the prior year, benefiting from an additional week in fiscal 2026 under Insteel’s fiscal calendar and a broader customer base for the Company’s engineered structural mesh. Gross profit decreased to $75.7 million from $93.4 million in fiscal 2025, while gross margin declined to 10.2% from 14.4%. The reduction in profitability primarily reflected higher raw material costs and inflationary trends in freight and operating costs that outpaced higher average selling prices.
Operating activities generated $36.6 million of cash in fiscal 2026 compared with $27.2 million in the prior year, primarily due to favorable changes in net working capital, partially offset by lower net earnings. Net working capital used $12.8 million of cash in fiscal 2026 compared with $37.6 million in the prior year, largely reflecting a smaller increase in inventories.
Capital Allocation and Liquidity
Capital expenditures for fiscal 2026 increased to $11.8 million from $8.2 million in the prior year. For fiscal 2027, capital expenditures are expected to total approximately $30.0 million. Planned investments will primarily support expansion of the Company’s engineered structural mesh business, strategic investments in its prestressed concrete strand operations, cost reduction and productivity initiatives, and routine maintenance.
During the fourth quarter of fiscal 2026, the Company repurchased approximately 15,000 shares of its common stock under its existing share repurchase authorization, bringing total fiscal 2026 repurchases to approximately 114,000 shares. For the full year, Insteel returned $24.9 million to shareholders through dividends and share repurchases while maintaining a strong balance sheet and ample liquidity. The Company ended the year debt-free with $37.5 million in cash and cash equivalents and no borrowings outstanding under its $100.0 million revolving credit facility.
Outlook
“Our fourth quarter results reflect the challenging cost environment we have navigated for the last two years,” commented H.O. Woltz III, Insteel’s President and CEO. “Domestic wire rod prices remain at historically high levels, well above prices in global markets, while availability continues to be constrained, thereby requiring the Company to supplement domestic purchases with offshore purchases and accept the working capital implication of elevated import volumes. Higher freight costs and persistent inflation affecting most of our cost structure continue to challenge the Company. While we have recovered a substantial portion of elevated costs through price increases, rising costs are relentless. From a demand perspective, publicly funded infrastructure activity continues to provide a solid foundation for our business, while ongoing investment in data center projects constitutes the bulk of the activity we see in private nonresidential construction. Our pursuit of additional growth opportunities within our engineered structural mesh business has broadened our customer base and supported shipment growth. We expect this trend to continue throughout 2027.”
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Page 3 of 7
Woltz added, “As we enter fiscal 2027, we are focused on building on these growth opportunities while improving our cost competitiveness and operating efficiency. We are pleased with our progress expanding our engineered structural mesh business and with the previously announced consolidation of our welded wire operations, which we expect will result in substantial cost reductions. We will continue to invest in strategic initiatives that support long-term growth and have confidence that our balance sheet provides the flexibility to navigate changing market conditions and pursue additional opportunities.”
Conference Call
Insteel will hold a conference call at 10:00 a.m. ET today to discuss its fourth quarter and fiscal 2026 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.
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Page 4 of 7
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 tensions and military conflicts could increase energy and transportation costs, disrupt our supply chain and limit the availability of raw materials; 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 5 of 7
INSTEEL INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except for per share data)
Three Months Ended
Year Ended
(Unaudited)
(Unaudited)
(Unaudited)
October 3,
September 27,
October 3,
September 27,
2026
2025
2026
2025
Net sales
$
209,278
$
177,444
$
739,514
$
647,706
Cost of sales
188,253
148,836
663,832
554,268
Gross profit
21,025
28,608
75,682
93,438
Selling, general and administrative expense
10,370
9,708
37,358
39,002
Restructuring charges, net
705
103
756
2,304
Acquisition costs
-
-
-
325
Other expense, net
3
29
88
17
Interest expense
15
12
63
52
Interest income
(253
)
(493
)
(872
)
(2,067
)
Earnings before income taxes
10,185
19,249
38,289
53,805
Income taxes
2,467
4,699
8,742
12,785
Net earnings
$
7,718
$
14,550
$
29,547
$
41,020
Net earnings per share:
Basic
$
0.40
$
0.75
$
1.52
$
2.11
Diluted
0.40
0.74
1.51
2.10
Weighted average shares outstanding:
Basic
19,428
19,481
19,458
19,484
Diluted
19,481
19,599
19,522
19,558
Cash dividends declared per share
$
0.03
$
0.03
$
1.12
$
1.12
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Page 6 of 7
INSTEEL INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
October 3,
June 27,
September 27,
2026
2026
2025
Assets
Current assets:
Cash and cash equivalents
$
37,480
$
22,947
$
38,630
Accounts receivable, net
89,293
80,687
78,719
Inventories
150,831
166,924
137,776
Other current assets
8,650
8,293
6,822
Total current assets
286,254
278,851
261,947
Property, plant and equipment, net
124,224
124,348
128,691
Intangibles, net
14,928
15,351
16,553
Goodwill
37,755
37,755
37,755
Other assets
17,230
17,637
17,704
Total assets
$
480,391
$
473,942
$
462,650
Liabilities and shareholders' equity
Current liabilities:
Accounts payable
$
62,465
$
65,485
$
48,173
Accrued expenses
14,447
12,632
17,836
Total current liabilities
76,912
78,117
66,009
Other liabilities
23,873
24,425
25,109
Commitments and contingencies
Shareholders' equity:
Common stock
19,358
19,358
19,420
Additional paid-in capital
91,819
90,780
89,402
Retained earnings
268,063
261,298
262,746
Accumulated other comprehensive income (loss)
366
(36
)
(36
)
Total shareholders' equity
379,606
371,400
371,532
Total liabilities and shareholders' equity
$
480,391
$
473,942
$
462,650
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Page 7 of 7
INSTEEL INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
Year Ended
(Unaudited)
(Unaudited)
(Unaudited)
October 3,
September 27,
October 3,
September 27,
2026
2025
2026
2025
Cash Flows From Operating Activities:
Net earnings
$
7,718
$
14,550
$
29,547
$
41,020
Adjustments to reconcile net earnings to net cash provided by (used for) operating activities:
Depreciation and amortization
4,388
4,664
17,735
18,390
Amortization of capitalized financing costs
13
12
51
50
Stock-based compensation expense
1,336
1,374
3,489
3,489
Deferred income taxes
(153
)
(207
)
(223
)
(748
)
Asset impairment charges
-
-
-
1,001
Loss on sale and disposition of property, plant and equipment
11
41
81
127
Increase in cash surrender value of life insurance policies over premiums paid
-
(300
)
(410
)
(452
)
Net changes in assets and liabilities (net of assets and liabilities acquired):
Accounts receivable, net
(8,606
)
4,545
(10,574
)
(20,411
)
Inventories
16,093
(18,605
)
(13,055
)
(36,466
)
Accounts payable and accrued expenses
(2,863
)
(23,352
)
10,795
19,260
Other changes
296
271
(809
)
1,903
Total adjustments
10,515
(31,557
)
7,080
(13,857
)
Net cash provided by (used for) operating activities
18,233
(17,007
)
36,627
27,163
Cash Flows From Investing Activities:
Acquisition of businesses
-
(33
)
-
(72,089
)
Capital expenditures
(2,729
)
(1,723
)
(11,788
)
(8,213
)
Decrease (increase) in cash surrender value of life insurance policies
262
(110
)
(645
)
(581
)
Proceeds from sale of assets held for sale
-
4,954
-
5,011
Proceeds from sale of property, plant and equipment
4
8
4
107
Proceeds from surrender of life insurances policies
-
41
3
91
Net cash (used for) provided by investing activities
(2,463
)
3,137
(12,426
)
(75,674
)
Cash Flows From Financing Activities:
Proceeds from long-term debt
90
68
18,495
291
Principal payments on long-term debt
(90
)
(68
)
(18,495
)
(291
)
Cash dividends paid
(581
)
(583
)
(21,723
)
(21,761
)
Cash received from exercise of stock options
-
-
-
62
Payment of employee tax withholdings related to net share transactions
(199
)
(275
)
(477
)
(425
)
Repurchases of common stock
(457
)
(307
)
(3,151
)
(2,273
)
Net cash used for financing activities
(1,237
)
(1,165
)
(25,351
)
(24,397
)
Net increase (decrease) in cash and cash equivalents
14,533
(15,035
)
(1,150
)
(72,908
)
Cash and cash equivalents at beginning of period
22,947
53,665
38,630
111,538
Cash and cash equivalents at end of period
$
37,480
$
38,630
$
37,480
$
38,630
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest
$
-
$
-
$
11
$
-
Non-cash investing and financing activities:
Purchases of property, plant and equipment in accounts payable
1,489
1,549
1,489
1,549
Restricted stock units and stock options surrendered for withholding taxes payable
199
275
477
425
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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.
+ 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.
+ 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
Local phone number for entity.
+ References
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
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-Section 14d
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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
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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
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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.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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