McManus Joseph Richard Jr. 4

What Happened

• Joseph Richard McManus Jr., Division President‑Elect — received awards of restricted/performance stock and had shares withheld to cover taxes. The Form 4 shows grants on 2026-03-16 totaling 9,354 shares (2,535 + 2,535 + 4,284) issued at $0.00 (awards/derivative grants). On 2026-03-17, 296 shares were withheld/disposed at $14.46 to cover tax withholding, valued at $4,280. These grants were made under the InTest Corporation 2023 Stock Incentive Plan and reported on a Form 4 filed 2026-03-18.

Key Details

• Transaction dates and prices:
  • 2026-03-16: Awards/Grants — 2,535; 2,535; and 4,284 shares @ $0.00 (codes A, derivative grant)
  • 2026-03-17: Tax withholding — 296 shares @ $14.46 (code F), proceeds/value = $4,280 (shares withheld, not an open‑market sale)
• Shares owned after transaction: Not specified in this filing.
• Relevant footnotes:
  • F1: Restricted shares vest in four equal annual installments beginning 2027‑03‑16 (Rule 16b‑3 exempt).
  • F2: Performance‑based restricted shares vest in March 2029 if performance targets met; amount shown is target; maximum possible vesting = 3,803 shares.
  • F3: 296 shares were withheld to cover tax withholding on the vesting event (3/17/2026).
  • Grants reported as exempt under Rule 16b‑3.
• Filing timeliness: Report filed 2026‑03‑18 for transactions dated 2026‑03‑16–03‑17; no late filing noted in the report.

Context

• This was primarily an award/grant event (A) with a routine tax withholding (F) — not an open‑market sale or purchase. Awarded restricted and performance shares will vest according to the schedules above, and the withheld shares represent standard payroll/tax withholding on vesting rather than a disposition for investment reasons.