8-K

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): December 6, 2024

Insteel Industries Inc.

(Exact Name of Registrant as Specified in Charter)

1373 Boggs Drive

Mount Airy, North Carolina ### 27030

(Address of Principal Executive Offices, and Zip Code)

(336) 786-2141

Registrant’s Telephone Number, Including Area Code

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

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

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2024, the Board of Directors (the “Board”) of Insteel Industries Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, increased the size of the Board to eight members and appointed Blake K. Doyle to serve as an independent director of the Company, effective immediately. Pursuant to North Carolina law, Ms. Doyle will stand for shareholder election to the Board at the Company’s 2025 Annual Meeting of Shareholders.

Since 2016, Ms. Doyle has served as Head of Institutional Sales, Head of Product Development and a Managing Director at Chevy Chase Trust Company, a Maryland-based investment firm, where she is responsible for institutional client sales and firm-wide product development. From 2009 to 2016 she served as Head of Institutional Sales and Capital Markets and a Managing Director at Height Securities, where she also served on the Executive Committee. Earlier in her career, she worked in institutional equity sales and research at FBR Capital Markets and at the Audax Group.

Ms. Doyle will serve as a member of the Audit Committee of the Board. She will participate in the Company’s non-employee director compensation program whereby non-employee directors currently receive an annual cash retainer equal to $60,000 and an annual grant of restricted stock units (“RSUs”) valued at $85,000. Ms. Doyle will be paid a pro rata portion of the annual cash retainer based on her date of appointment. The RSUs are typically granted on the date of the Company’s annual meeting of shareholders and have a one-year vesting period.

There are no related party transactions between Ms. Doyle and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Doyle and any other persons pursuant to which she was appointed to the Board. The Board has determined that Ms. Doyle is independent in accordance with applicable rules of The New York Stock Exchange. There are no family relationships between Ms. Doyle and the Company’s executive officers and other directors.

Item 7.01 Regulation FD Disclosure.

On December 6, 2024, the Company issued a press release announcing the appointment of Ms. Doyle as a director. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information provided in Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

ex_754409.htm

Exhibit 99.1

NEWS RELEASE

INSTEEL INDUSTRIES ANNOUNCES ADDITION OF

BLAKE DOYLE TO ITS BOARD OF DIRECTORS

MOUNT AIRY, N.C., December 6, 2024 – Insteel Industries Inc. (NYSE: IIIN) today announced that Blake Doyle has been appointed to its board of directors. Ms. Doyle’s term runs through the 2025 annual meeting of shareholders and she will serve on the Audit Committee.

Ms. Doyle is currently a Managing Director at Chevy Chase Trust Company, a Maryland-based investment firm, a position she has held since 2016. In her role as Head of Institutional Sales and Head of Product Development, Blake is responsible for institutional client sales and coverage and firm-wide product development. Prior to joining Chevy Chase Trust, Blake was a Managing Director at Height Securities, LLC, an investment bank and research firm where she was head of Institutional Sales and Capital Markets. Earlier in her career, she worked in institutional equity sales and research at FBR Capital Markets and at the Audax Group.

“We are pleased to welcome Blake to our board of directors,” said H.O. Woltz III, Insteel’s President and CEO. “Her extensive experience in capital markets and her work in institutional investor outreach will be a valuable addition to our board.”

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 engineered structural mesh, concrete pipe reinforcement and standard welded wire reinforcement. Insteel’s products are sold to manufacturers of concrete products that are used in nonresidential construction. Headquartered in Mount Airy, North Carolina, Insteel operates eleven manufacturing facilities located in the United States.

IIIN – G

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

WWW.INSTEEL.COM