Insteel(IIIN) - 2025 Q3 - Quarterly Report

Filing Information General Information This section details Insteel Industries Inc.'s registrant information, including filing status, stock exchange, and common shares outstanding - Insteel Industries Inc. is an Accelerated Filer[6] Registrant Details | Detail | Value | | :--- | :--- | | Exact Name | Insteel Industries Inc. | | State of Incorporation | North Carolina | | Commission File Number | 1-09929 | | Principal Executive Offices | 1373 Boggs Drive, Mount Airy, North Carolina 27030 | | Telephone Number | (336) 786-2141 | | Title of Class | Common Stock (No Par Value) | | Trading Symbol | IIIN | | Exchange Registered | New York Stock Exchange | | Common Stock Outstanding (as of latest practicable date) | 19,409,841 shares | PART I – FINANCIAL INFORMATION Item 1. Unaudited Financial Statements This section provides the unaudited interim consolidated financial statements and comprehensive notes on accounting policies and financial performance - The unaudited interim consolidated financial statements are prepared in accordance with GAAP and are consistent with the 2024 Form 10-K[25] - The company completed two significant acquisitions during the period: Engineered Wire Products, Inc. (EWP) on October 21, 2024, and O'Brien Wire Products of Texas, Inc. (OWP) on November 26, 2024[26][27] Consolidated Statements of Operations and Comprehensive Income Consolidated Statements of Operations and Comprehensive Income (In thousands, except per share amounts) | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $179,886 | $145,775 | $470,262 | $394,894 | | Gross profit | $30,772 | $15,388 | $64,830 | $37,373 | | Earnings before income taxes | $19,769 | $8,720 | $34,556 | $19,225 | | Net earnings | $15,159 | $6,565 | $26,470 | $14,636 | | Basic EPS | $0.78 | $0.34 | $1.36 | $0.75 | | Diluted EPS | $0.78 | $0.34 | $1.35 | $0.75 | | Cash dividends declared per share | $0.03 | $0.03 | $1.09 | $2.59 | Consolidated Balance Sheets Consolidated Balance Sheets (In thousands) | Asset/Liability/Equity | June 28, 2025 | September 28, 2024 | | :--- | :--- | :--- | | Total current assets | $263,542 | $267,294 | | Property, plant and equipment, net | $131,083 | $125,540 | | Intangibles, net | $17,034 | $5,341 | | Goodwill | $37,755 | $9,745 | | Total assets | $471,892 | $422,552 | | Total current liabilities | $89,725 | $47,034 | | Total shareholders' equity | $356,208 | $350,855 | | Total liabilities and shareholders' equity | $471,892 | $422,552 | Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (In thousands) | Cash Flow Activity | Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $44,170 | $41,978 | | Net cash used for investing activities | $(78,811) | $(17,874) | | Net cash used for financing activities | $(23,232) | $(52,029) | | Net decrease in cash and cash equivalents | $(57,873) | $(27,925) | | Cash and cash equivalents at end of period | $53,665 | $97,745 | Consolidated Statements of Shareholders' Equity Consolidated Statements of Shareholders' Equity (In thousands) | Item | Balance at Sep 28, 2024 | Net Earnings (9M 2025) | Repurchases of Common Stock (9M 2025) | Cash Dividends Declared (9M 2025) | Balance at Jun 28, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Common Stock (Shares) | 19,452 | - | (67) | - | 19,410 | | Common Stock (Amount) | $19,452 | - | $(67) | - | $19,410 | | Additional Paid-In Capital | $86,671 | - | $(305) | - | $88,368 | | Retained Earnings | $245,340 | $26,470 | $(1,594) | $(21,178) | $249,038 | | Accumulated Other Comprehensive Loss | $(608) | - | - | - | $(608) | | Total Shareholders' Equity | $350,855 | $26,470 | $(1,966) | $(21,178) | $356,208 | Consolidated Statements of Shareholders' Equity (In thousands) - Prior Year | Item | Balance at Sep 30, 2023 | Net Earnings (9M 2024) | Repurchases of Common Stock (9M 2024) | Cash Dividends Declared (9M 2024) | Balance at Jun 29, 2024 | | :--- | :--- | :--- | :--- | :--- | :--- | | Common Stock (Shares) | 19,454 | - | (58) | - | 19,445 | | Common Stock (Amount) | $19,454 | - | $(58) | - | $19,445 | | Additional Paid-In Capital | $83,832 | - | $(253) | - | $85,599 | | Retained Earnings | $278,502 | $14,636 | $(1,525) | $(50,359) | $241,254 | | Accumulated Other Comprehensive Loss | $(283) | - | - | - | $(283) | | Total Shareholders' Equity | $381,505 | $14,636 | $(1,836) | $(50,359) | $346,015 | Notes to Consolidated Financial Statements (1) Basis of Presentation - The unaudited interim consolidated financial statements are prepared in accordance with GAAP and are consistent with the 2024 Form 10-K[25] - The company acquired substantially all assets of Engineered Wire Products, Inc. (EWP) on October 21, 2024, and certain assets of O'Brien Wire Products of Texas, Inc. (OWP) on November 26, 2024[26][27] (2) Recent Accounting Pronouncements - ASU No. 2023-07 (Segment Reporting) will be effective for annual reporting in fiscal 2025 and interim reporting in Q1 fiscal 2026, with no material impact expected[28] - ASU No. 2023-09 (Income Taxes) will be effective in fiscal 2026, with no material impact expected[29] - ASU No. 2024-03 (Expense Disaggregation Disclosures) will be effective in fiscal 2028 for annual reporting and Q1 fiscal 2029 for interim reporting; the company is currently evaluating its impact[30] (3) Business Combinations - EWP Acquisition: Purchased substantially all assets of Engineered Wire Products, Inc. and related assets of Liberty Steel Georgetown, Inc. for an adjusted purchase price of $67.0 million on October 21, 2024. This acquisition expands geographic footprint and strengthens competitive position in the Midwest market[32][33] EWP Acquisition Purchase Price Allocation (In thousands) | Item | Amount | | :--- | :--- | | Inventories | $12,066 | | Property, plant and equipment | $16,708 | | Intangible assets | $12,250 | | Total assets acquired | $41,654 | | Total liabilities assumed | $548 | | Net assets acquired | $41,106 | | Adjusted purchase price | $67,030 | | Goodwill | $25,924 | - OWP Acquisition: Purchased certain assets of O'Brien Wire Products of Texas, Inc. for $5.1 million on November 26, 2024. This acquisition strengthens the competitive position in the Texas market[38] OWP Acquisition Purchase Price Allocation (In thousands) | Item | Amount | | :--- | :--- | | Inventories | $404 | | Property, plant and equipment | $1,812 | | Intangible assets | $815 | | Total assets acquired | $3,031 | | Total liabilities assumed | $0 | | Net assets acquired | $3,031 | | Purchase price | $5,116 | | Goodwill | $2,085 | - Restructuring charges related to EWP and OWP acquisitions totaled $843,000 for the three months ended June 28, 2025, and $2.2 million for the nine months ended June 28, 2025, primarily due to facility closure, equipment relocation, and asset impairment[36][41] (4) Revenue Recognition - Revenue is recognized when performance obligations are satisfied, typically upon product shipment and control transfer. Variable consideration (discounts, rebates, returns) is included in net sales[44][45] Net Sales by Product Line (In thousands) | Product Line | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | | :--- | :--- | :--- | :--- | :--- | | Welded wire reinforcement | $117,691 | $84,486 | $300,165 | $223,038 | | Prestressed concrete strand | $62,195 | $61,289 | $170,097 | $171,856 | | Total | $179,886 | $145,775 | $470,262 | $394,894 | (5) Fair Value Measurements - Fair value measurements are categorized into a three-level hierarchy based on input observability[48][49][50] Fair Value Measurements (In thousands) | Item | Total (June 28, 2025) | Level 1 (June 28, 2025) | Level 2 (June 28, 2025) | Total (Sep 28, 2024) | Level 1 (Sep 28, 2024) | Level 2 (Sep 28, 2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash equivalents | $53,368 | $53,368 | $- | $111,146 | $111,146 | $- | | Cash surrender value of life insurance policies | $13,183 | $- | $13,183 | $12,610 | $- | $12,610 | | Total | $66,551 | $53,368 | $13,183 | $123,756 | $111,146 | $12,610 | (6) Intangible Assets Intangible Assets (In thousands) | Intangible Asset | Weighted Average Useful Life (Years) | Gross (June 28, 2025) | Accumulated Amortization (June 28, 2025) | Net Book Value (June 28, 2025) | Gross (Sep 28, 2024) | Accumulated Amortization (Sep 28, 2024) | Net Book Value (Sep 28, 2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Customer relationships | 18.7 | $21,455 | $(6,307) | $15,148 | $9,870 | $(5,427) | $4,443 | | Developed technology and know-how | 20.0 | $1,800 | $(975) | $825 | $1,800 | $(908) | $892 | | Non-competition agreements | 4.1 | $990 | $(218) | $772 | $60 | $(54) | $6 | | Trade name | 1.0 | $350 | $(241) | $109 | - | - | - | | Patents | 7.0 | $200 | $(20) | $180 | - | - | - | | Total | | $24,795 | $(7,761) | $17,034 | $11,730 | $(6,389) | $5,341 | - Amortization expense for intangibles was $480,000 for the three months ended June 28, 2025 (up from $188,000 YoY), and $1.4 million for the nine months ended June 28, 2025 (up from $562,000 YoY)[53] (7) Stock-Based Compensation - The 2025 Equity Incentive Plan was approved, authorizing up to 800,000 shares plus remaining shares from the 2015 Plan, with 979,000 shares available for future grants as of June 28, 2025[54] Stock Option Activity (in thousands) | Metric | Options Outstanding | Weighted Average Exercise Price | | :--- | :--- | :--- | | Outstanding at September 28, 2024 | 466 | $31.03 | | Granted | 58 | $31.45 | | Exercised | (18) | $28.20 | | Outstanding at June 28, 2025 | 506 | $31.18 | | Vested and anticipated to vest | 495 | $31.16 | | Exercisable at June 28, 2025 | 304 | $30.62 | Restricted Stock Unit (RSU) Activity (Unit amounts in thousands) | Metric | Restricted Stock Units Outstanding | Weighted Average Grant Date Fair Value | | :--- | :--- | :--- | | Balance, September 28, 2024 | 119 | $32.96 | | Granted | 48 | $31.45 | | Vested | (24) | $36.51 | | Balance, June 28, 2025 | 143 | $31.85 | - Unrecognized compensation cost for unvested options is $595,000 (expected over 1.97 years) and for unvested RSUs is $1.3 million (expected over 1.36 years)[55][58] (8) Income Taxes - The effective income tax rate for the nine months ended June 28, 2025, was 23.4%, a slight decrease from 23.9% in the prior year period[60] - A deferred tax liability (net) of $11.1 million was recorded as of June 28, 2025, with a valuation allowance of $112,000 for deferred tax assets not expected to be utilized[61][62] - The recently signed One Big Beautiful Bill Act (OBBBA) is not expected to have a material impact on the consolidated financial statements[65] (9) Employee Benefit Plans - The company has Supplemental Retirement Benefit Agreements (SRBAs) with certain employees, providing benefits based on service length and salary[66] Net Periodic Pension Cost for SRBAs (In thousands) | Component | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | | :--- | :--- | :--- | :--- | :--- | | Interest cost | $151 | $147 | $453 | $442 | | Service cost | $69 | $63 | $207 | $189 | | Net periodic pension cost | $220 | $210 | $660 | $631 | (10) Long-Term Debt - The company has a $100.0 million revolving credit facility, maturing March 15, 2028, with an accordion feature for up to an additional $50.0 million[68] - As of June 28, 2025, no borrowings were outstanding, and $98.7 million of borrowing capacity was available[68] - The company was in compliance with all financial and negative covenants under the Credit Facility as of June 28, 2025[70] (11) Earnings Per Share Earnings Per Share Calculation (In thousands, except per share amounts) | Metric | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net earnings | $15,159 | $6,565 | $26,470 | $14,636 | | Basic weighted average shares outstanding | 19,476 | 19,500 | 19,485 | 19,502 | | Diluted weighted average shares outstanding | 19,553 | 19,568 | 19,544 | 19,579 | | Basic EPS | $0.78 | $0.34 | $1.36 | $0.75 | | Diluted EPS | $0.78 | $0.34 | $1.35 | $0.75 | - Antidilutive options and RSUs not included in diluted EPS were 37,000 shares for Q3 2025 and 77,000 shares for 9M 2025[72] (12) Share Repurchases - The Board of Directors approved a $25.0 million share repurchase authorization on November 18, 2008, which remains in effect[73] Common Stock Repurchases (In thousands, except share amounts) | Period | Shares Repurchased | Amount | | :--- | :--- | :--- | | Three months ended June 28, 2025 | 6,402 | $224 | | Three months ended June 29, 2024 | 30,164 | $994 | | Nine months ended June 28, 2025 | 67,793 | $2,000 | | Nine months ended June 29, 2024 | 58,099 | $1,800 | - As of June 28, 2025, $17.4 million remained available for future share repurchases under the authorization[73] (13) Other Financial Data Accounts Receivable, Net (In thousands) | Item | June 28, 2025 | September 28, 2024 | | :--- | :--- | :--- | | Accounts receivable | $83,854 | $58,689 | | Less allowance for credit losses | $(590) | $(381) | | Total | $83,264 | $58,308 | Inventories (In thousands) | Item | June 28, 2025 | September 28, 2024 | | :--- | :--- | :--- | | Raw materials | $62,401 | $36,782 | | Work in process | $8,847 | $6,139 | | Finished goods | $47,923 | $45,919 | | Total | $119,171 | $88,840 | Property, Plant and Equipment, Net (In thousands) | Item | June 28, 2025 | September 28, 2024 | | :--- | :--- | :--- | | Land and land improvements | $17,543 | $15,333 | | Buildings | $64,158 | $60,014 | | Machinery and equipment | $240,256 | $227,232 | | Construction in progress | $2,080 | $4,279 | | Less accumulated depreciation | $(192,954) | $(181,318) | | Total | $131,083 | $125,540 | (14) Business Segment Information - The company operates as a single reportable segment, focused on the manufacture and marketing of steel wire reinforcing products for concrete construction applications[75] (15) Contingencies - The company is involved in various lawsuits, claims, investigations, and proceedings in the ordinary course of business, but does not expect a material adverse effect on its financial position, results of operations, or cash flows[76] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial performance, liquidity, capital resources, and market risks, analyzing results for the three and nine months ended June 28, 2025 - Insteel Industries Inc. is the nation's largest manufacturer of steel wire reinforcing products for concrete construction applications, focusing on market leadership, low-cost production, and growth opportunities[80] - The company completed the EWP Acquisition ($67.0 million) and OWP Acquisition ($5.1 million) in the first nine months of fiscal 2025, expanding its WWR operations and geographic footprint[81][82] Cautionary Note Regarding Forward-Looking Statements - The report contains forward-looking statements subject to numerous risks and uncertainties, including general economic conditions, construction spending, raw material costs, competitive pressures, and trade policies[77][79][83] Overview - Insteel is the largest manufacturer of steel wire reinforcing products (PC strand and WWR) for concrete construction in the U.S., selling nationwide and to a lesser extent in Canada, Mexico, and Central/South America[80] - Strategic focus areas include achieving market leadership, operating as the lowest cost producer, and pursuing growth opportunities within core businesses or expanding geographic footprint[80] - Recent acquisitions (EWP and OWP) were made to consolidate WWR operations and strengthen competitive positions in the Midwest and Texas markets[81][82] Statements of Operations – Selected Data Statements of Operations – Selected Data (Dollars in thousands) | Metric | Q3 FY25 | Change (YoY) | Q3 FY24 | 9M FY25 | Change (YoY) | 9M FY24 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net sales | $179,886 | 23.4% | $145,775 | $470,262 | 19.1% | $394,894 | | Gross profit | $30,772 | 100.0% | $15,388 | $64,830 | 73.5% | $37,373 | | Percentage of net sales | 17.1% | | 10.6% | 13.8% | | 9.5% | | Selling, general and administrative expense | $10,607 | 34.6% | $7,879 | $29,294 | 32.4% | $22,121 | | Percentage of net sales | 5.9% | | 5.4% | 6.2% | | 5.6% | | Restructuring charges, net | $843 | N/M | $- | $2,201 | N/M | $- | | Acquisition costs | $27 | N/M | $- | $325 | N/M | $- | | Interest income | $(472) | (62.1%) | $(1,245) | $(1,574) | (61.1%) | $(4,051) | | Effective income tax rate | 23.3% | | 24.7% | 23.4% | | 23.9% | | Net earnings | $15,159 | 130.9% | $6,565 | $26,470 | 80.9% | $14,636 | Third Quarter of Fiscal 2025 Compared to Third Quarter of Fiscal 2024 - Net sales increased 23.4% to $179.9 million, driven by an 11.7% increase in average selling prices and a 10.5% increase in shipments, primarily due to acquisitions and improved demand[85] - Gross profit surged 100.0% to $30.8 million (17.1% of net sales), mainly due to higher spreads between selling prices and raw material costs[86] - SG&A expense rose 34.6% to $10.6 million (5.9% of net sales), primarily due to higher compensation expense and amortization from acquired intangible assets[87] - Restructuring charges of $843,000 were incurred, related to the closure of the Warren, Ohio facility and WWR operations consolidation[88] - Net earnings increased 130.9% to $15.2 million ($0.78 per share)[91] First Nine Months of Fiscal 2025 Compared to First Nine Months of Fiscal 2024 - Net sales increased 19.1% to $470.3 million, reflecting a 16.5% increase in shipments and a 2.2% increase in average selling prices, driven by increased demand and current year acquisitions[92] - Gross profit increased 73.5% to $64.8 million (13.8% of net sales), primarily due to higher spreads between average selling prices and raw material costs[93] - SG&A expense increased 32.4% to $29.3 million (6.2% of net sales), mainly due to higher compensation, changes in life insurance cash surrender value, increased amortization, and employee benefit expenses[94] - Restructuring charges of $2.2 million were incurred, related to the Warren, Ohio facility closure and WWR operations consolidation[95] - Acquisition costs of $325,000 were incurred for legal, accounting, and professional fees related to the EWP and OWP acquisitions[96] - Net earnings increased 80.9% to $26.5 million ($1.35 per diluted share)[99] Liquidity and Capital Resources Selected Financial Data (Dollars in thousands) | Metric | Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $44,170 | $41,978 | | Net cash used for investing activities | $(78,811) | $(17,874) | | Net cash used for financing activities | $(23,232) | $(52,029) | | Net working capital | $173,817 | $212,409 | | Total debt | $- | $- | | Shareholders' equity | $356,208 | $346,015 | - Operating activities provided $44.2 million of cash in 9M 2025, primarily from net earnings, partially offset by a net increase in working capital due to higher accounts receivable and inventories[102] - Investing activities used $78.8 million of cash in 9M 2025, significantly higher than prior year, mainly due to the EWP ($67.0 million) and OWP ($5.1 million) acquisitions[105] - Financing activities used $23.2 million of cash in 9M 2025, a decrease from $52.0 million in 9M 2024, primarily due to lower dividend payments (special dividend of $1.00/share vs. $2.50/share)[107] - The company has a $100.0 million revolving credit facility with $98.7 million available capacity as of June 28, 2025, and believes it has sufficient liquidity for foreseeable requirements[109][110] Seasonality and Cyclicality - Demand for products is seasonal, typically highest in the third and fourth fiscal quarters due to favorable construction weather, and cyclical based on overall economic conditions[112] Impact of Inflation - The company faces inflationary risks from fluctuations in hot-rolled carbon steel wire rod, labor, freight, and energy costs[113] - In 9M 2025, the company successfully implemented price increases to recover escalating raw material costs, but future ability to do so depends on market conditions[113] Contractual Obligations - No material changes in contractual obligations and commitments from the 2024 Annual Report, other than those in the ordinary course of business[114] Critical Accounting Estimates - As of June 28, 2025, none of the company's accounting estimates were deemed critical for the presented periods, consistent with the 2024 Annual Report[115] Recent Accounting Pronouncements - Refer to Note 2 of the Notes to Consolidated Financial Statements for details on recently issued accounting pronouncements[116] Outlook - The company maintains a confident business outlook for Q4 fiscal 2025, expecting improved demand, increased shipments, better operating rates, and lower unit manufacturing costs[117] - Public nonresidential construction outlook remains strong, supported by federal investment (Infrastructure Investment and Jobs Act)[117] - Expansion of Section 232 tariffs to 50% on derivative steel products like PC strand is expected to level the competitive playing field, but also adds upward pressure on raw material costs[118] - Management is focused on disciplined pricing, managing tariff exposure, cost control, realizing acquisition synergies, and evaluating future acquisition opportunities[119] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to commodity prices, interest rates, and foreign exchange risks, and its management strategies - The company manages market risk exposure through internal policies and procedures, and derivative financial instruments when appropriate, but does not use them for trading[121] Commodity Prices - The company is significantly exposed to fluctuations in the cost and availability of hot-rolled carbon steel wire rod, its primary raw material[122] - A 10% increase in wire rod price would result in a $27.0 million decrease in pre-tax earnings, assuming no corresponding change in selling prices[122] - The company does not use derivative commodity instruments for hedging wire rod prices as they are not currently available[122] Interest Rates - Future borrowings under the Credit Facility are subject to variable interest rates, making them sensitive to changes in interest rates[123] Foreign Exchange Exposure - Historically, foreign currency exposures related to non-U.S. dollar transactions have not been material, and hedging decisions are made on a case-by-case basis[124] Item 4. Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and internal control over financial reporting - The principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of June 28, 2025[125] - There has been no material change in internal control over financial reporting during the quarter ended June 28, 2025[126] PART II – OTHER INFORMATION Item 1. Legal Proceedings This section provides an update on the company's ongoing legal proceedings - The company is involved in various lawsuits, claims, investigations, and proceedings in the ordinary course of business[128] - The ultimate costs to resolve these matters are not anticipated to have a material adverse effect on the company's financial position, results of operations, or cash flows[128] Item 1A. Risk Factors This section addresses potential risks and uncertainties impacting the company's business, financial condition, and future results - No material changes to the risk factors previously disclosed in the Quarterly Report on Form 10-Q for March 29, 2025, and the 2024 Annual Report[129] - Additional unknown or immaterial risks could still have a material adverse effect[129] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section summarizes the company's common stock repurchase activities during the quarter Common Stock Repurchases for the Three Months Ended June 28, 2025 (In thousands except share and per share amounts) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan or Program | Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program | | :--- | :--- | :--- | :--- | :--- | | March 30, 2025 - May 3, 2025 | 1,200 | $32.85 | 1,200 | $17,608 | | May 4, 2025 - May 31, 2025 | 5,102 | $35.46 | 5,102 | $17,427 | | June 1, 2025 - June 28, 2025 | 100 | $34.82 | 100 | $17,423 | | Total | 6,402 | | 6,402 | | - The repurchases were made under the $25.0 million share repurchase authorization announced on November 18, 2008[131][132] Item 5. Other Information This section provides information regarding insider trading arrangements - No directors or Section 16 officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the fiscal quarter ended June 28, 2025[133] Item 6. Exhibits This section lists all documents filed as exhibits to the Quarterly Report on Form 10-Q - Exhibits include the Asset Purchase Agreement for EWP, Restated Articles of Incorporation, Bylaws, CEO/CFO Certifications (Sarbanes-Oxley Act), and iXBRL financial information[136] SIGNATURES Signature This section contains the official signature confirming the report's submission - The report was signed by Scot R. Jafroodi, Vice President, Chief Financial Officer and Treasurer, on behalf of Insteel Industries Inc. on July 17, 2025[138]