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INTEST CORP·4

Mar 18, 5:04 PM ET

Goodrich Michael F. 4

Research Summary

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INTEST (INTT) Michael Goodrich Receives Restricted Shares

What Happened

  • Michael F. Goodrich, Division President — Process Tech at InTest Corporation (INTT), received awards of restricted stock on March 16, 2026 totaling 6,802 shares (two grants of 1,843 shares and a performance-based award of 3,116 shares). These were granted at $0.00 per share under the InTest Corporation 2023 Stock Incentive Plan (exempt under Rule 16b-3).
  • On March 17, 2026, 216 shares were disposed (withheld) to satisfy tax withholding obligations at $14.46 per share, totaling $3,123 (reported as a tax-withholding disposition).

Key Details

  • Transaction dates and prices:
    • 2026-03-16: Grants (A) — 1,843 shares @ $0.00 (Acquired)
    • 2026-03-16: Grants (A) — 1,843 shares @ $0.00 (Acquired)
    • 2026-03-16: Performance-based restricted shares (A, derivative) — 3,116 shares @ $0.00 (Acquired; amount shown is at target performance)
    • 2026-03-17: Tax withholding (F) — 216 shares @ $14.46 (Disposed) = $3,123
  • Vesting and conditions:
    • F1: The non-performance restricted shares vest in four equal annual installments starting March 16, 2027.
    • F2: The performance-based restricted shares vest in March 2029 subject to performance criteria; the filing shows the target amount and also notes a maximum potential vesting amount per the footnote.
    • Grants were made under the 2023 Stock Incentive Plan and reported as exempt under Rule 16b-3.
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Filing timeliness: Reported on March 18, 2026 for transactions on March 16–17; this appears to be within the standard 2-business-day Form 4 filing window.

Context

  • These transactions are awards of restricted stock (not open-market purchases or sales). The 216-share disposition is a typical tax-withholding action when restricted shares vest and does not necessarily indicate a voluntary sale by the insider.
  • Performance-based awards will only vest if performance targets are met; vesting schedules differ between time-based and performance-based grants. These types of grants are routine compensation for executives and are exempt transactions under Rule 16b-3.