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): February 28, 2025

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 February 28, 2025, 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 nine members and appointed Eric J. Zernikow to serve as an independent director of the Company, effective immediately. Pursuant to North Carolina law, Mr. Zernikow will stand for shareholder election to the Board at the Company’s 2027 Annual Meeting of Shareholders.

Mr. Zernikow has served in various capacities with Nucor Corporation (“Nucor”), the nation’s largest steel producer, for 22 years, most recently as General Manager of Commercial from 2020 to 2022. Prior to that, he was the Commercial Director of the Engineered Bar Group from 2018 to 2020, the National Sales Manager of the Nucor Cold Finish Group in Darlington, South Carolina, from 2014 to 2018, and the Plant Manager of Nucor Cold Finish in Darlington, South Carolina, from 2009 to 2014. Earlier in his career, he held various positions at USS Kobe Steel Company and Norwest Financial. Presently, Mr. Zernikow is a strategic business advisor within the steel industry.

Mr. Zernikow will serve as a member of the Executive Compensation Committee and the Nominating and Governance Committee of the Board. He will participate in the Company’s non-employee director compensation program whereby non-employee directors typically receive an annual cash retainer equal to $60,000 and an annual grant of restricted stock units (“RSUs”) valued at $85,000. Mr. Zernikow will be paid a pro rata portion of the annual cash retainer based on his 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 Mr. Zernikow 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 Mr. Zernikow and any other persons pursuant to which he was appointed to the Board. The Board has determined that Mr. Zernikow is independent in accordance with applicable rules of The New York Stock Exchange. There are no family relationships between Mr. Zernikow and the Company’s executive officers and other directors.

Item 7.01 Regulation FD Disclosure.

On February 28, 2025, the Company issued a press release announcing the appointment of Mr. Zernikow 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_784113.htm

Exhibit 99.1

NEWS RELEASE

INSTEEL INDUSTRIES ANNOUNCES ADDITION OF

ERIC ZERNIKOW TO ITS BOARD OF DIRECTORS

MOUNT AIRY, N.C., February 28, 2025 – Insteel Industries Inc. (NYSE: IIIN) today announced that Eric Zernikow has been appointed to its board of directors. Mr. Zernikow’s term runs through the 2027 annual meeting of shareholders, and he will serve on both the Executive Compensation Committee and Nominating and Governance Committee.

Mr. Zernikow has served in various capacities with Nucor Corporation (“Nucor”), the nation’s largest steel producer, for 22 years, most recently as General Manager of Commercial from 2020 to 2022. Prior to that, he was the Commercial Director of the Engineered Bar Group from 2018 to 2020, the National Sales Manager of the Nucor Cold Finish Group in Darlington, South Carolina, from 2014 to 2018, and the Plant Manager of Nucor Cold Finish in Darlington, South Carolina, from 2009 to 2014. Earlier in his career, he held various positions at USS Kobe Steel Company and Norwest Financial. Presently, Mr. Zernikow is a strategic business advisor within the steel industry.

“Eric has an ideal blend of commercial and operational experience that will be invaluable to Insteel’s board” said H.O. Woltz III, Insteel’s President and CEO. “We are pleased to welcome him to the Insteel team and look forward to his future contributions.”

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.

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

WWW.INSTEEL.COM