8-K - IIIN - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 16, 2021

Commission File Number 1-9929

Insteel Industries, Inc.

(Exact name of registrant as specified in its charter)

North Carolina<br><br> <br>(State or other jurisdiction of<br><br> <br>incorporation or organization)	56-0674867<br><br> <br>(I.R.S. Employer<br><br> <br>Identification No.)
1373 Boggs Drive, Mount Airy, North Carolina<br><br> <br>(Address of principal executive offices)	27030<br><br> <br>(Zip Code)

Registrant’s telephone number, including area code: (336) 786-2141

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:
☐	Written communications 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 subject to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which<br><br> <br>Registered
Common Stock (No Par Value)	IIIN	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐
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Item 8.01. Other Events

On November 16, 2021, Insteel Industries, Inc. issued a news release announcing that its Board of Directors has declared both its regular quarterly cash dividend of $0.03 per share of common stock, and a one-time special cash dividend of $2.00 per share of common stock. Both the regular and the special dividends will be payable on December 17, 2021 to shareholders of record as of December 2, 2021. A copy of this release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1	News Release dated November 16, 2021 announcing declaration of a quarterly cash dividend of $0.03 per share and a special dividend of $2.00 per share.
Exhibit 104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.
Registrant
Date: November 17, 2021	By:	/s/ James F. Petelle
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		James F. Petelle
		Vice President and Secretary

ex_307133.htm

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE	Contact:	Mark A. Carano
		Senior Vice President,
		Chief Financial Officer and Treasurer
		Insteel Industries Inc.
		(336) 786-2141, Ext. 3038

INSTEEL INDUSTRIES DECLARES REGULAR

QUARTERLY AND SPECIAL CASH DIVIDENDS

MOUNT AIRY, N.C., November 16, 2021 – Insteel Industries Inc. (NYSE: IIIN) today announced that its board of directors declared a regular quarterly cash dividend of $0.03 per share and a special cash dividend of $2.00 per share of common stock payable on December 17, 2021, to shareholders of record as of December 2, 2021.

“Following a record 2021 financial performance, we are pleased to return capital to our shareholders through the payment of a special dividend. This represents our fifth special dividend of at least a $1 per share since 2016. As we look ahead to our fiscal year 2022, Insteel remains well positioned to fully fund our aggressive capital investment program while maintaining ample financial flexibility to pursue acquisition opportunities that may arise,” commented H.O. Woltz III, Insteel’s President and CEO.

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 primarily to manufacturers of concrete products that are used primarily in nonresidential construction. Headquartered in Mount Airy, North Carolina, Insteel operates ten manufacturing facilities located in the United States.

Forward-Looking Statements and Risk Factors

This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not descriptions of historical facts are forward-looking statements that are based on our current expectations and may include commentary on our plans, financial position, liquidity, and other business developments. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future results could differ materially from those described, and we do not undertake and specifically decline any obligation to correct or update any forward-looking statements. For further information regarding risk factors that could affect our operations and future results, refer to our reports filed with the U.S. Securities and Exchange Commission, including our annual report on Form 10-K for the year ended October 2, 2021.

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