Quarterlytics / Industrials / Manufacturing - Metal Fabrication / Insteel Industries, Inc.

Insteel Industries, Inc.

iiin · NYSE Industrials
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Industry Manufacturing - Metal Fabrication
Employees 929
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FY2024 Annual Report · Insteel Industries, Inc.
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ANNUAL REPORT
2O24

Insteel Industries is 
the nation’s largest 
manufacturer of steel 
wire reinforcing products 
for concrete construction 
applications.
Welded Wire Reinforcement
Prestressed Concrete Strand
Manufacturing Locations 
We manufacture and market 
prestressed concrete 
strand and welded wire 
reinforcement, including 
engineered structural mesh, 
concrete pipe reinforcement 
and standard welded wire 
reinforcement. Our products 
are sold to manufacturers of 
concrete products and concrete 
contractors for use primarily 
in nonresidential construction 
applications. Headquartered in 
Mount Airy, North Carolina, we 
operate eleven manufacturing 
facilities located in the 
United States.
REINFORCING 
AMERICA

Welded Wire Reinforcement
Prefabricated reinforcement consisting of high-strength wires that are welded into specified patterns according to 
customer requirements, which may provide for alternative wire diameters, lengths and spacings. Wire intersections are 
electrically resistance-welded by computer-controlled continuous automatic welding lines that use pressure and heat 
to fuse longitudinal and transverse wires in their proper position. 
Engineered Structural Mesh
Concrete Pipe Reinforcement
Standard Welded Wire Reinforcement
Engineered made-to-order product that 
is used as the primary reinforcement in 
concrete elements or structures, frequently 
serving as a replacement for hot-rolled 
rebar.
Engineered made-to-order product that 
is used as the primary reinforcement in 
concrete pipe and box culverts for drainage 
and sewage systems, water treatment 
facilities and other related applications. 
Secondary reinforcing product that is 
produced in standard styles for crack 
control applications in residential and light 
nonresidential construction, including 
driveways, sidewalks and a wide range of 
slab-on-grade applications. 
PLANT LOCATIONS 
Dayton, TX | Hazleton, PA | 
Jacksonville, FL | Kingman, AZ | 
Mount Airy, NC | St. Joseph, MO |  
Upper Sandusky, OH
PLANT LOCATIONS 
Dayton, TX | Jacksonville, FL | 
Kingman, AZ | Mount Airy, NC | 
St. Joseph, MO | Upper Sandusky, OH
PLANT LOCATIONS 
Dayton, TX | Hazleton, PA | Hickman, KY | 
Jacksonville, FL | Mount Airy, NC
CUSTOMER SEGMENTS 
Precast and Prestressed Producers | 
Rebar Fabricators | Distributors | 
Contractors
CUSTOMER SEGMENTS 
Concrete Pipe and Precast Producers
CUSTOMER SEGMENTS 
Rebar Fabricators | Distributors
END USES 
Nonresidential Construction
END USES 
Nonresidential Construction | 
Residential Construction
END USES 
Nonresidential Construction | 
Residential Construction
58%
REVENUES
42%
Prestressed 
Concrete 
Strand
Welded
Wire
Reinforcement
REVENUES
MARKETS
15%
Residential
85%
Nonresidential
MARKETS
BUSINESS OVERVIEW
Prestressed Concrete Strand
High-strength seven-wire reinforcement consisting of six wires that are continuously wrapped around a center wire forming 
a strand, which is then heat-treated while under tension. Provides compression forces in concrete elements and structures, 
allowing for the use of longer, thinner and lighter spans or sections. May be used in either pretensioned or posttensioned 
applications to reinforce bridges, parking decks, buildings, other concrete structures and concrete slabs for new homes in 
regions that have expansive soil. 
Prestressed Concrete Strand
PLANT LOCATIONS
Gallatin, TN | Houston, TX | Sanderson, FL
CUSTOMER SEGMENTS
Precast Prestress Producers | 
Posttensioning Suppliers
END USES
Nonresidential Construction | 
Residential Construction
III
2024 ANNUAL REPORT | INSTEEL INDUSTRIES |

Market conditions in 2024 continued to exhibit weakness that was apparent in 2023, with 
steel prices in the doldrums for much of the year. The price of steel scrap, the primary 
raw material used by producers of hot rolled steel wire rod, declined or was flat for an 
unprecedented (in recent times) nine consecutive months, reflecting weak demand for hot 
rolled steel throughout the economy. For Insteel, weak order intake volumes, continued 
inflationary pressures, and soft pricing contributed to operational inefficiencies and 
compressed spreads that resulted in net earnings declining to $0.99 per share and cash flow 
from operations to $58.2 million. After tax return on capital employed fell to 5.3%. Capital 
expenditures for 2024 totaled $19.1 million as we continued to pursue cost and productivity 
improvement measures in addition to funding recurring maintenance requirements. 
Last year we reported that two production lines had been commissioned during fiscal 2023 
and there was one remaining production line to be installed and commissioned during 
fiscal 2024. The third commissioning was completed during the third fiscal quarter of 
2024. The line is now operating at over 85% utilization, and we plan to schedule additional 
operating hours as the demand environment improves. 
Shortly following the close of fiscal 2024, the Company completed two acquisitions that should strengthen our competitive position 
in the important midwestern and Texas markets. We acquired two manufacturing facilities in Ohio (Upper Sandusky and Warren) 
and certain assets from a producer in the Houston, Texas market. Total consideration approximated $73 million which was funded 
with cash on hand, leaving the company debt free following the transactions. On November 18, we announced that we would close 
the Warren, Ohio plant, which had been operating at an unsustainably low level of capacity utilization. Orders previously produced 
at the Warren facility will be moved to geographically logical Insteel legacy facilities that have open capacity. Consistent with prior 
experience, we expect substantial operational synergies from these transactions, with meaningful cost reductions in SG&A and 
freight, as well as improved asset utilization. This acquisition activity is consistent with our stated capital allocation strategy which 
prioritizes appropriate growth opportunities as our primary objective.
Throughout fiscal 2024 we highlighted the adverse impact on Insteel of growing volumes of low-priced imports of PC strand, a trend 
that is not improving. We continue to monitor imports and to evaluate various courses of action to eliminate the inherent advantage 
that U.S. trade policies have provided offshore producers. Decisive action by the U.S. government is required to restore reasonable 
conditions of competition in the market. We believe the Administration understands and supports our position. They now need to act. 
In view of our strong financial position, the Board of Directors authorized payment of a special dividend in the amount of $1.00 per 
share with a record date of November 29, 2024, and payment date of December 13, 2024. While payment of any special dividend is 
contingent upon projected capital requirements and operating results, Insteel has paid a special dividend eight times since 2016, 
cumulatively totaling $12.25 per share. Following payment of the dividend, we expect to remain debt free, to be well positioned to 
fully fund our capital investment program and to retain sufficient financial flexibility to execute on other opportunities that may arise. 
We have been asked to explain our rationale for returning capital to shareholders through special dividends rather than through 
purchases of IIIN common shares. The Board considers all options when evaluating returning capital, and several factors influence 
our eventual decision. First, the relative illiquidity of the Company’s common shares has been a concern since our initial public 
offering in 1985 and reducing the number of outstanding shares would exacerbate this problem. Second, the Board considers the 
likely purchase price of Company shares relative to their intrinsic value. Third, regulations severely restrict the volume of shares the 
Company is allowed to purchase in the open market. With these factors in mind, the Board has elected to return more significant 
amounts of capital through special dividends, although in recent years we have also acquired common shares with the objective of 
offsetting dilution from the Company’s equity incentive plan. These factors will likely continue to be primary considerations of the 
Board when it considers returning capital to shareholders. 
A differentiating factor for Insteel as compared to competitors in the industry is our commitment to continually invest in our 
facilities and information systems. To that end, in fiscal 2024 we invested $19.1 million to adopt state-of-the-art manufacturing 
technology and to upgrade our information systems. We have entertained investor questions concerning the timing of our 
investments in view of weaker than expected business conditions in certain markets. Given the nature of our industry, we do 
not attempt to time the market with respect to commissioning and startup of new technology. With lead times of approximately 
two years for most significant capital investments, it is impossible to forecast prevailing business conditions at the time of startup. 
Additionally, achieving lower cash cost of production and broadening our product offerings are substantial return components of 
nearly every significant capital investment made by the Company, making market conditions at the time of startup somewhat less 
consequential. The Company believes its disciplined investment philosophy is aligned with the interests of shareholders across the 
business cycle, and that companies failing to adopt the best technology will become uncompetitive. 
LETTER TO SHAREHOLDERS
IV
2024 ANNUAL REPORT | INSTEEL INDUSTRIES
|

OUTLOOK
We estimate that approximately 85% of our revenues are generated from activity in the nonresidential construction market with 
about 35% of revenues derived from public sector spending and about 50% from private sector spending. We are optimistic 
about nonresidential construction markets in view of substantial incremental funding that has become available through various 
federal programs. Residential construction markets, accounting for approximately 15% of Insteel revenues, experienced an abrupt 
and significant slowdown beginning in the third fiscal quarter of 2022 as rising interest rates affected housing affordability and 
uncertainty caused risk aversion. Subsequently, activity in residential markets rebounded following inventory corrections, although 
pricing has remained highly competitive. We expect gradual improvement in residential markets during fiscal 2025.
While it is not possible to quantify the impact of rising or elevated interest rates on our markets, we believe that the current 
downward trajectory will stimulate demand for construction materials and reinforcing products during 2025. Longer term, the 
magnitude of the federal budget deficit is likely to exert upward pressure on long-term interest rates. Most construction activity 
projections for 2025 are favorable relative to 2024, but forecasting demand trends for our products remains challenging. We are 
confident, however, that we are well positioned to adapt to varying conditions in our markets. 
Insteel’s business continues to be cyclical, and our financial results can be impacted significantly by volatility in steel prices. With 
the abrupt exit from the market of a hot rolled wire rod producer during the first fiscal quarter of 2025, conditions in our raw material 
markets are expected to tighten for the next few months. Imports of wire rod are likely to fill any supply shortfall that develops, and 
availability should normalize by our third fiscal quarter. 
With prospects in 2025 for improving demand and with the contributions we expect from recent acquisitions, we look forward to 
improving financial performance. Regardless of market conditions, we remain committed to industry leadership.
Thank you for your support.
H.O. Woltz III
Chairman, President and 
Chief Executive Officer
V
2024 ANNUAL REPORT | INSTEEL INDUSTRIES |

(Dollars in thousands, except per share amounts)
2024
2023
2022
Operating Results:
Net sales
$529,198
$649,188
$826,832
Gross profit
49,632
65,398
197,310
% of net sales
9.4%
10.1%
23.9%
Net earnings
$ 19,305
$ 32,415
$125,011
% of net sales
3.6%
5.0%
15.1%
Per Share Data:
Net earnings:
Basic
$   0.99
$   1.66
$   6.41
Diluted
0.99
1.66
6.37
Cash dividends declared
2.62
2.12
2.12
Returns:
Return on total capital(1)
5.3%
8.4%
36.1%
Return on shareholders’ equity(2)
5.3%
8.4%
36.1%
Financial Position:
Cash and cash equivalents
$111,538
$125,670
$ 48,316
Total assets
422,552
447,513
471,745
Total debt
-
-
-
Shareholders’ equity
350,855
381,505
389,744
Cash Flows:
Net cash provided by operating activities
$ 58,207
$142,200
$  5,670
Capital expenditures
19,149
30,702
15,900
Depreciation and amortization
15,413
13,304
14,486
Cash dividends paid
50,942
41,252
41,162
(1) Net earnings/(average total debt + average shareholders’ equity).
(2) Net earnings/average shareholders’ equity.
 
$649.2
$826.8
$529.2
FY 2022
FY 2023
FY 2024
NET SALES
(in millions)
$1.66
$6.37
$0.99
FY 2022
FY 2023
FY 2024
NET EARNINGS PER SHARE
(diluted)
23.9%
10.1%
9.4%
FY 2022
FY 2023
FY 2024
GROSS MARGIN
36.1%
8.4%
5.3%
FY 2022
FY 2023
FY 2024
RETURN ON TOTAL CAPITAL
FINANCIAL HIGHLIGHTS
VI
2024 ANNUAL REPORT | INSTEEL INDUSTRIES
|

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 28, 2024
OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 1-09929
INSTEEL INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
North Carolina
56-0674867
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1373 Boggs Drive, Mount Airy, North Carolina 27030
(Address of principal executive offices) (Zip Code)
(336) 786-2141
Registrant’s telephone number, including area code:
SECURITIES REGISTERED SUBJECT TO SECTION 12(b) OF THE EXCHANGE ACT:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock (No Par Value)
IIIN
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark
YES
NO
 
 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
 if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
 
 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 whether the registrant has submitted electronically every Interactive Data File required to be submitted 
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months 
(or for such shorter period that the registrant was required to submit such files).
 
 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging 
growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth 
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer 
Accelerated filer 
Non-accelerated filer 
Smaller reporting company 
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.
 
 whether the registrant has filed a report on and attestation to its management’s assessment of the 
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley 
Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the 
financial statements of the registrant included in the filing reflect the correction of an error to previously 
issued financial statements.
 
 whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant’s executive officers during the relevant recovery 
period pursuant to §240.10D-1(b).
 
 whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of March 30, 2024 (the last business day of the registrant’s most recently completed second quarter), the aggregate market value 
of the common stock held by non-affiliates of the registrant was $576,249,070 based upon the closing sale price as reported on the 
New York Stock Exchange. As of October 22, 2024, there were 19,452,173 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant’s proxy statement to be delivered to shareholders in connection with the 2025 Annual Meeting of 
Shareholders are incorporated by reference as set forth in Part III hereof.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
3
Cautionary Note Regarding Forward-Looking Statements 
04
PART I 
05
Item 1 
Business 
05
Item 1A Risk Factors 
08
Item 1B Unresolved Staff Comments 
12
Item 1C Cybersecurity 
12
Item 2 
Properties 
13
Item 3 
Legal Proceedings 
13
Item 4 
Mine Safety Disclosures 
13
Information About Our Executive Officers 
14
PART II 
15
Item 5 
 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer 
Purchases of Equity Securities 
15
Item 6 
Reserved 
17
Item 7 
Management’s Discussion and Analysis of Financial Condition and Results of Operations 
17
Item 7A Quantitative and Qualitative Disclosures About Market Risk 
22
Item 8 
Financial Statements and Supplementary Data 
23
Item 9 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
45
Item 9A Controls and Procedures 
45
Item 9B Other Information 
47
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 
47
PART III 
48
Item 10 Directors, Executive Officers and Corporate Governance 
48
Item 11 Executive Compensation 
48
Item 12  Security Ownership of Certain Beneficial Owners and Management and 
Related Stockholder Matters 
48
Item 13 Certain Relationships and Related Transactions, and Director Independence 
48
Item 14 Principal Accounting Fees and Services 
48
PART IV 
49
Item 15 Exhibits, Financial Statement Schedules 
49
Item 16 Form 10-K Summary 
49
Signatures 
52
Table of Contents

4
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning 
of the safe harbor provisions of the Private Securities Litigation 
Reform Act of 1995, particularly in the “Business,” “Risk Factors” 
and “Management’s Discussion and Analysis of Financial Condition 
and Results of Operations” sections of this report. When used in this 
report, the words “believes,” “anticipates,” “expects,” “estimates,” 
“appears,” “plans,” “intends,” “may,” “should,” “could,” “outlook,” 
“continues,” “remains” and similar expressions are intended to 
identify forward-looking statements. Although we believe that our 
plans, intentions and expectations reflected in or suggested by such 
forward-looking statements are reasonable, they are subject to a 
number of risks and uncertainties and involve certain assumptions. 
Actual results may differ materially from those expressed in 
forward-looking statements, and we can provide no assurances 
that such plans, intentions or expectations will be implemented or 
achieved. Many of these risks and uncertainties are discussed in 
the “Risk Factors” section of this report and are updated from time 
to time in our filings with the United States (“U.S.”) Securities and 
Exchange Commission (“SEC”).
All forward-looking statements attributable to us or persons acting 
on our behalf are expressly qualified in their entirety by these 
cautionary statements. All forward-looking statements speak only 
to the respective dates on which such statements are made, and 
we do not undertake any obligation to publicly release the results 
of any revisions to these forward-looking statements that may be 
made to reflect any future events or circumstances after the date 
of such statements or to reflect the occurrence of anticipated or 
unanticipated events, except as may be required by law.
It is not possible to anticipate and list all risks and uncertainties 
that may affect our business, future operations or financial 
performance; however, they include, but are not limited to, the 
following:
 
 general economic and competitive conditions in the markets 
in which we operate; 
 
 changes in the spending levels for nonresidential and residential 
construction and the impact on demand for our products; 
 
 changes in the amount and duration of transportation funding 
provided by federal, state and local governments and the 
impact on spending for infrastructure construction and demand 
for our products; 
 
 the cyclical nature of the steel and building material industries; 
 
 credit market conditions and the relative availability of financing 
for us, our customers and the construction industry as a whole; 
 
 the impact of rising interest rates on the cost of financing for 
our customers;
 
 fluctuations in the cost and availability of our primary raw 
material, hot-rolled carbon steel wire rod, from domestic and 
foreign suppliers; 
 
 competitive pricing pressures and our ability to raise selling 
prices in order to recover increases in raw material or operating 
costs; 
 
 changes in U.S. or foreign trade policy affecting imports or 
exports of steel wire rod or our products; 
 
 unanticipated changes in customer demand, order patterns 
and inventory levels; 
 
 the impact of fluctuations in demand and capacity utilization 
levels on our unit manufacturing costs;
 
 our ability to further develop the market for engineered structural 
mesh (“ESM”) and expand our shipments of ESM; 
 
 legal, environmental, economic or regulatory developments that 
significantly impact our business or operating costs; 
 
 unanticipated plant outages, equipment failures or 
labor difficulties;
 
 the impact of cybersecurity breaches and data leaks; and
 
 the risks and uncertainties discussed herein under “Item 1A. 
Risk Factors” in this Form 10-K.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
5
PART I
Item 1 
Business
General
Insteel Industries Inc. (“we,” “us,” “our,” “the Company” or 
“Insteel”) is the nation’s largest manufacturer of steel wire 
reinforcing products for concrete construction applications. 
We manufacture and market prestressed concrete strand (“PC 
strand”) and welded wire reinforcement (“WWR”), including 
ESM, concrete pipe reinforcement (“CPR”) and standard welded 
wire reinforcement (“SWWR”). Our products are sold mainly to 
manufacturers of concrete products that are used primarily in 
nonresidential construction. For fiscal 2024, we estimate that 
approximately 85% of our sales were related to nonresidential 
construction and 15% were related to residential construction.
Insteel is the parent holding company for two wholly-owned 
subsidiaries, Insteel Wire Products Company (“IWP”), an 
operating subsidiary, and Intercontinental Metals Corporation, 
an inactive subsidiary. We were incorporated in 1958 in the State 
of North Carolina.
Our business strategy is focused on: (1) achieving leadership 
positions in our markets; (2) operating as the lowest cost producer 
in our industry; and (3) pursuing growth opportunities within our 
core businesses that further our penetration of the markets we 
currently serve or expand our footprint. Headquartered in Mount 
Airy, North Carolina, we operate ten manufacturing facilities that 
are all located in the U.S. in close proximity to our customers and 
raw material suppliers. Our growth strategy is focused on organic 
opportunities as well as strategic acquisitions in existing or related 
markets that leverage our infrastructure and core competencies in 
the manufacture and marketing of concrete reinforcing products.
On October 21, 2024, the Company, through its wholly-owned 
subsidiary, IWP, entered into an Asset Purchase Agreement 
pursuant to which it has acquired substantially all of the assets, 
other than cash and accounts receivable, of Engineered Wire 
Products, Inc. (“EWP”), a leading manufacturer of welded wire 
reinforcement products for use in nonresidential and residential 
construction, and certain related assets of Liberty Steel 
Georgetown Inc. (“LSG”), for a purchase price of approximately 
$70.0 million, subject to certain adjustments (the “Acquisition”). 
Among other assets the Company acquired EWP’s inventories 
and production equipment and EWP’s Upper Sandusky, Ohio 
and Warren, Ohio production facilities. The Company also 
acquired certain equipment of LSG located in Georgetown, South 
Carolina, but such Georgetown facility was otherwise excluded 
from the Acquisition.
Products
Our operations are entirely focused on the manufacture and 
marketing of steel wire reinforcing products for concrete 
construction applications. Our concrete reinforcing products 
consist of two product lines: PC strand and WWR. Based on 
the criteria specified in Financial Accounting Standards Board 
Accounting Standards Codification Topic 280, Segment 
Reporting, we have one reportable segment. 
PC strand is a high strength, seven-wire strand that is used to 
impart compression forces into precast concrete elements and 
structures, which may be either pretensioned or posttensioned, 
providing reinforcement for bridges, parking decks, buildings 
and other concrete structures. Its high tensile strength allows for 
the casting of longer spans and thinner sections. Pretensioned 
or “prestressed” concrete elements or structures are primarily 
used in nonresidential construction while posttensioned concrete 
elements or structures are used in both nonresidential and 
residential construction. 
WWR is produced as either a standard or a specially engineered 
reinforcing product for use in nonresidential and residential 
construction. We produce a full range of WWR products, 
including ESM, CPR and SWWR. ESM is an engineered made-
to-order product that is used as the primary reinforcement for 
concrete elements or structures, frequently serving as a lower cost 
reinforcing solution than hot-rolled rebar. CPR is an engineered 
made-to-order product that is used as the primary reinforcement 
in concrete pipe, box culverts and precast manholes for drainage 
and sewage systems, water treatment facilities and other related 
applications. SWWR is a secondary reinforcing product that 
is produced in standard styles for crack control applications 
in residential and light nonresidential construction, including 
driveways, sidewalks and various slab-on-grade applications. 
See Note 15 for the disaggregation of our net sales by product 
line and geography.

6
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART I
Item 1 Business
Marketing and Distribution
We market our products through sales representatives who are 
our employees. Our outside sales representatives are trained 
on the technical applications for our products and sell multiple 
product lines in their respective territories. We sell our products 
nationwide across the U.S. and, to a much lesser extent, into 
Canada, Mexico and Central and South America. Our products 
are shipped primarily by truck, using common or contract 
carriers. The delivery method selected is determined based 
on backhaul opportunities, comparative costs and customer 
service requirements.
Customers
We sell our products to a broad range of customers that includes 
manufacturers of concrete products, and to a lesser extent, 
distributors, rebar fabricators and contractors. In fiscal 2024, 
we estimate that approximately 70% of our net sales were to 
manufacturers of concrete products and 30% were to distributors, 
rebar fabricators and contractors. In many cases, we are unable 
to identify the specific end use for our products as most of our 
customers sell products that are used for both nonresidential and 
residential construction, and the same products can be used for 
different end uses. We did not have any single customers that 
represented 10% or more of our net sales in fiscal years 2024, 
2023 or 2022. The loss of a single customer or a few customers 
would not have a material adverse impact on our business.
Backlog
Backlog for our business is minimal due to the relatively short lead times that are required by our customers. We believe that the majority 
of our firm orders as of the end of fiscal 2024 will be shipped during the first quarter of fiscal 2025.
Seasonality and Cyclicality
Demand in our markets is both seasonal and cyclical, driven by 
the level of construction activity, but can also be impacted by 
fluctuations in the inventory positions of our customers. Shipments 
are seasonal, typically reaching their highest level when weather 
conditions are the most conducive to construction activity. As a 
result, assuming normal seasonal weather patterns, shipments and 
profitability are usually higher in the third and fourth quarters of the 
fiscal year and lower in the first and second quarters. Construction 
activity and demand for our products is cyclical based on overall 
economic conditions, although there can be significant differences 
between the relative strength of nonresidential and residential 
construction for extended periods.
Raw Materials 
The primary raw material used to manufacture our products is 
hot-rolled carbon steel wire rod, which we purchase from both 
domestic and foreign suppliers and can generally be characterized 
as a commodity product. We purchase several different grades 
and sizes of wire rod with varying specifications based on the 
diameter, chemistry, mechanical properties and metallurgical 
characteristics that are required for our products. High-carbon 
grades of wire rod are required for the production of PC strand 
while low-carbon grades are used to manufacture WWR. 
Wire rod prices tend to fluctuate based on changes in scrap and 
other metallic prices for steel producers together with domestic 
and global market conditions. In most economic environments, 
domestic demand for wire rod exceeds domestic production 
capacity, and imports of wire rod are necessary to satisfy the supply 
requirements of the U.S. market. U.S. government trade policies 
and trade actions by domestic wire rod producers can significantly 
impact the pricing and availability of imported wire rod, which 
during fiscal years 2024 and 2023 represented approximately 15% 
and 14%, respectively, of our total wire rod purchases. We believe 
that our substantial wire rod requirements, desirable mix of sizes 
and grades and strong financial condition represent a competitive 
advantage by making us a relatively more attractive customer to 
our suppliers.
Our ability to source wire rod from overseas suppliers is limited 
by domestic content requirements, generally referred to as “Buy 
America” or “Buy American” laws, that exist at both the federal and 
state levels. These laws generally prescribe a domestic “melt and 
cast” standard for purposes of compliance. Customers purchasing 
PC strand and WWR for certain applications require the Company 
to certify compliance with such laws.
Selling prices for our products tend to be correlated with changes 
in wire rod prices. However, the timing and magnitude of the 
relative price changes varies depending upon market conditions 
and competitive factors. Ultimately, the relative supply - demand 
balance in our markets and competitive dynamics determine 
whether our margins expand or contract during periods of rising 
or falling wire rod prices.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
7
PART I
 Item 1 Business
Competition
We are the nation’s largest manufacturer of steel wire reinforcing 
products for concrete construction applications. Our markets are 
highly competitive based on price, quality and service. Some of our 
competitors, such as Nucor Corporation, Liberty Steel USA (“Liberty”) 
and Oklahoma Steel and Wire, are vertically integrated companies 
that produce both wire rod and concrete reinforcing products and 
offer multiple product lines over broad geographic areas. Other 
competitors are smaller independent companies that offer limited 
competition in certain markets. Our primary competitors for WWR 
products are Wire Mesh Corporation, Concrete Reinforcements, 
Inc., National Wire Products, Davis Wire Corporation, Oklahoma 
Steel & Wire Co., Inc. and, prior to our acquisition of substantially 
all of its assets in October of 2024 (see Note 19 of our consolidated 
financial statements), EWP (a then-subsidiary of Liberty). Our primary 
competitors for PC strand are Sumiden Wire Products Corporation 
and Wire Mesh Corporation. Import competition is also a significant 
factor in certain segments of the PC strand and SWWR markets 
that are not subject to “Buy America” requirements.
In response to illegally traded import competition from offshore PC 
strand suppliers, we have pursued antidumping and countervailing 
duty trade cases. In 2003, we joined together with a coalition 
of domestic PC strand producers and filed petitions with the 
U.S. Department of Commerce (the “DOC”) alleging that imports 
of PC strand from Brazil, India, Korea, Mexico and Thailand were 
being “dumped” or sold in the U.S. at a price that was lower 
than fair value and had injured the domestic PC strand industry. 
The DOC ruled in our favor and imposed anti-dumping duties 
ranging from 12% up to 119%, which had the effect of limiting the 
participation of these countries in the domestic market. In 2010, we 
joined together with a coalition of domestic PC strand producers 
and filed petitions with the DOC alleging that imports of PC strand 
from China were being “dumped” or sold in the U.S. at a price that 
was lower than fair value and that subsidies were being provided to 
Chinese PC strand producers by the Chinese government, both of 
which had injured the domestic PC strand industry. The DOC ruled 
in our favor and imposed final countervailing duty margins ranging 
from 9% to 46% and anti-dumping margins ranging from 43% to 
194%, which had the effect of limiting the continued participation 
of Chinese producers in the domestic market. In 2020, we joined 
two other domestic PC strand producers and filed anti-dumping 
petitions against Argentina, Columbia, Egypt, Indonesia, Italy, 
Malaysia, Netherlands, Saudi Arabia, South Africa, Spain, 
Taiwan, Tunisia, Turkey, Ukraine and the United Arab Emirates. In 
January 2021, with respect to eight countries, and in April 2021, 
with respect to seven countries, the DOC ruled in our favor and 
imposed anti-dumping duties ranging from 4% to 194%, which 
had the effect of limiting the participation of these countries in the 
domestic market. Additionally, in 2020, we and four other domestic 
producers of SWWR filed anti-dumping petitions against Mexico 
following its violation of US trade laws. In July 2021, the DOC ruled 
in our favor and imposed final countervailing duty margins ranging 
from 23% to 110%, which had the effect of limiting the continued 
participation of Mexican producers in the domestic market.
Quality and service expectations of customers have risen 
substantially over the years and are key factors that impact 
their selection of suppliers. Technology has become a critical 
competitive factor from the standpoint of manufacturing costs, 
quality and customer service capabilities. In view of our strong 
market positions, broad product offering and national footprint, 
technologically advanced manufacturing facilities, low-cost 
production capabilities, sophisticated information systems 
and financial strength and flexibility, we believe that we are 
well-positioned to compete favorably with other producers of our 
concrete reinforcing products.
Human Capital
We believe our employees are a key factor in the long-term 
success of the company. We seek to maintain a trusting and 
participative work environment throughout the organization, 
adhering to the highest standards of ethics, professionalism and 
excellence. Our human capital strategy is centered around four 
key pillars: Safe Operations, Performance-Based Compensation, 
Equal Opportunity and Hiring and Retention.
As of September 28, 2024, we had 929 employees, all of which are 
located in the United States and none of which were represented 
by labor unions. In the event of production disruptions, we believe 
that our contingency plans would enable us to continue serving 
our customers, although there can be no assurances that a work 
slowdown or stoppage would not adversely impact our operating 
costs and financial results.
Safe Operations
The safety of our people is of paramount importance. Our 
employees are extensively trained in a formal process of risk 
assessment, risk reduction and hazard elimination and empowered 
with the authority to stop equipment or tasks until work can be 
safely accomplished. “Safe Operations with Zero Harm,” our 
internal safety philosophy, is a key part of our ongoing employee 
training and operations. Zero Harm is identifying and managing risk 
to avoid injuries, illness or other negative impacts experienced by 
employees, the community, customers, property, the environment 
and shareholders. We monitor our safety performance through a 
key range of leading and lagging measures of safety.
Leading Indicator Measures:
Lagging Indicator Measures:
 
 Hazard management process 
training
 
 Leadership engagement
 
 Employee involvement
 
 Rolling 12-month Incident 
Recordable Rate
 
 Lost Time Rate
 
 Severity Rate – Days Away, 
Restricted, and Transferred 
(DART)
Performance-Based Compensation
Our performance-based compensation system incentivizes 
our workforce and reinforces our culture. Insteel employees 
typically earn a significant part of their compensation based on 

8
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART I
Item 1A Risk Factors
productivity. Our production and skilled trades team members 
have the opportunity to earn pay increases through our “Pay for 
Skills” program and share in productivity pay through our “Team 
Share” incentive program. Our salaried team members also have 
a compensation structure that rewards individual performance 
in addition to company performance. The Team Share incentive 
program is driven by variables that are controllable at the plant level.
Equal Opportunity
Our business depends on talented individuals who bring 
diverse skills, experiences and backgrounds. We believe in a 
collaborative workplace that is based on the fundamentals of 
dignity, respect, equality and opportunity for all. At Insteel, we 
believe demonstrating respect for our people and valuing their 
perspectives and contributions is critical to cultivating our best 
and most productive working environment.
Hiring and Retention
Our performance relies on people who are developed and 
empowered to achieve results. We are improving the future 
of our company by identifying, developing and retaining talent 
that reflects our corporate philosophy. Our performance and 
succession development process includes all employees. We 
have many team members in key leadership roles who started 
in entry-level roles and have grown in their careers by partnering 
with us in their development plans.
Our goal is to create a positive and engaging work environment 
that meets evolving employee needs in areas such as flexible 
work schedules beyond the traditional full-time work schedule, 
which allows us to attract a broader candidate pool. In addition, 
we are involved in many outreach programs in our communities to 
provide opportunities to diverse talent sources that may otherwise 
be overlooked or face barriers to equal opportunity.
Product Warranties
Our products are used in applications that are subject to inherent 
risks, including performance deficiencies, personal injury, property 
damage, environmental contamination or loss of production. We 
warrant our products to meet certain specifications. Although 
actual or claimed deficiencies from these specifications may give 
rise to claims, we do not maintain a reserve for warranties as 
the historical claims have been immaterial. We maintain product 
liability insurance coverage to minimize our exposure to such risks.
Governmental Regulation and Environmental Matters
We are subject to federal, state and local laws and regulations 
in the United States that could affect our business, including 
regulations relating to generating emissions, water discharges, 
waste and workplace safety. We believe that we are in compliance 
in all material respects with applicable environmental laws and 
regulations. We have experienced no material difficulties in 
complying with legislative or regulatory standards and believe 
that these standards have not materially impacted our financial 
position or results of operations. However, laws and regulations 
may be changed, accelerated or adopted that impose significant 
operational restrictions and compliance requirements on us 
and which could negatively impact our operating results. See 
“Item 1A. Risk Factors”. We do not expect to incur material capital 
expenditures for environmental control facilities during fiscal 2025.
Available Information
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports 
are available at no cost on our website at https://investor.insteel.com and the SEC’s website at www.sec.gov as soon as reasonably 
practicable after we file these reports with the SEC. The information available on our website and the SEC’s website is not incorporated 
into this report or any of our filings with the SEC.
Item 1A Risk Factors
An investment in our common stock involves risks and 
uncertainties. You should carefully consider the following risk 
factors, in addition to the other information contained in this 
annual report on Form 10-K, before deciding whether an 
investment in our common stock is suitable for you. The risk 
factors described below are not the only ones we face. There 
may be other risks and uncertainties that are currently unknown 
to us or that we currently consider to be immaterial that could 
adversely affect our business, results of operations, financial 
condition and cash flows.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
9
PART I
 Item 1A Risk Factors
Industry Specific Risks
Our business is cyclical and can be negatively 
impacted by prolonged economic downturns, rising 
interest rates or tightening in the financial markets 
that reduce the level of construction activity and 
demand for our products.
Demand for our products is cyclical in nature and sensitive to 
changes in the economy and in the financial markets. Our products 
are sold primarily to manufacturers of concrete products that are 
used for a broad range of nonresidential and residential construction 
applications. Demand for our products is driven by the level of 
construction activity, which tends to be correlated with conditions 
in the overall economy as well as other factors beyond our control. 
Rising interest rates or tightening in the financial markets could 
adversely impact demand for our products by increasing the cost 
of financing or reducing the availability of financing to our customers 
and the construction industry as a whole. Future prolonged periods 
of economic weakness, high interest rates or reduced availability 
of financing could have a material adverse impact on our business, 
results of operations, financial condition and cash flows.
Our business can be negatively impacted 
by reductions in the amount and duration of 
government funding for infrastructure projects 
that reduce the level of construction activity and 
demand for our products.
Certain of our products are used in the construction of highways, 
bridges and other infrastructure projects that are funded by federal, 
state and local governments. Reductions in the amount of funding 
for such projects or the period for which it is provided, including as 
a result of budget uncertainty, the potential for U.S. government 
shutdowns, the use of continuing resolutions and the federal debt 
ceiling, could have a material adverse impact on our business, 
results of operations, financial condition and cash flows.
Foreign competition could adversely impact our 
financial results.
Certain of our PC strand and SWWR markets are subject to 
foreign import competition on an ongoing basis. If we are unable to 
purchase raw materials and achieve manufacturing costs that are 
competitive with those of foreign producers, or if the margin and 
return requirements of foreign producers are substantially lower, 
our market share and profit margins could be negatively impacted. 
In response to illegally traded import competition from offshore 
PC strand and SWWR suppliers, we have pursued trade cases 
with the objective of addressing illegal activities in our markets. 
Such actions may be costly and may not be successful. Trade law 
enforcement is critical to our ability to maintain our competitive 
position against foreign PC strand and SWWR producers that 
engage in unlawful trade practices.
Our financial results can be negatively impacted 
by the volatility in the cost and availability of our 
primary raw material, hot-rolled carbon steel 
wire rod.
The primary raw material used to manufacture our products is 
hot-rolled carbon steel wire rod, which we purchase from both 
domestic and foreign suppliers. If any key supplier that we rely on 
for hot-rolled carbon steel wire rod ceases or limits production, we 
may incur significant additional costs in order to find alternative, 
reliable raw material suppliers. We may also experience significant 
production delays while locating new supply sources, which could 
result in our failure to timely deliver products to our customers. 
We do not use derivative commodity instruments to hedge our 
exposure to changes in the price of wire rod as such instruments 
are currently unavailable in the financial markets. Prices for wire 
rod have become increasingly volatile in recent years driven by the 
higher degree of variability in raw material costs for rod producers, 
changes in trade policy and the fluctuation of domestic supply. 
In response, wire rod producers have resorted to increasing the 
frequency of price adjustments, typically on a monthly basis, as 
well as unilaterally changing the terms of prior commitments.
Although changes in our wire rod costs and selling prices tend to 
be correlated, we may be unable to fully recover increased rod 
costs during weaker market environments, which would reduce 
our earnings and cash flows. Additionally, when raw material costs 
decline, our financial results would be negatively impacted if the 
selling prices for our products decrease to an even greater extent 
and if we are consuming higher cost material from inventory.
Our financial results can also be significantly impacted if raw 
material supplies are inadequate to satisfy our purchasing 
requirements. For example, U.S. government trade policies and 
trade actions by domestic wire rod producers against other 
countries can significantly impact the availability and cost of 
imported wire rod. The imposition of tariffs, quotas or anti-dumping 
or countervailing duty margins by the U.S. government, including 
those implemented following the change in administration after the 
2024 U.S. presidential election, against exporting countries can 
have the effect of reducing or eliminating their competitiveness and 
participation in the domestic market. If we were unable to obtain 
adequate and timely delivery of our raw material requirements, we 
may be unable to manufacture sufficient quantities of our products 
or operate our manufacturing facilities in an efficient manner, which 
could result in lost sales and higher operating costs. Because tight 
market conditions typically affect the entire industry, during past 
periods of short raw material supply, margins and profitability have 
been favorably impacted due to curtailed availability of PC strand 
and WWR that supported higher average selling prices. However, 
there is no assurance that future short supply conditions in raw 
material markets would result in similar outcomes.

10
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART I
Item 1A Risk Factors
Demand for our products is highly variable and 
difficult to forecast due to our minimal backlog and 
unanticipated changes that can occur in customer 
order patterns or inventory levels.
Demand for our products is highly variable. The short lead times 
for customer orders and minimal backlog that characterize our 
business make it difficult to forecast the future level of demand for 
our products. In some cases, unanticipated softening in demand 
can be exacerbated by inventory rebalancing measures pursued 
by our customers, which may cause significant fluctuations in our 
sales, profitability and cash flows.
Operational Risks
Our manufacturing facilities are subject to 
unexpected equipment failures, operational 
interruptions and casualty losses.
Our manufacturing facilities are subject to risks that may limit our 
ability to manufacture and sell our products, including unexpected 
equipment failures, operational interruptions and catastrophic 
losses due to other unanticipated events such as fires, explosions, 
accidents, pandemics, epidemics, adverse weather conditions 
and transportation interruptions. Any such equipment failures or 
events can subject us to plant shutdowns and periods of reduced 
production or unexpected downtime. Furthermore, the resolution 
of certain operational interruptions may require significant capital 
expenditures. Although our insurance coverage could offset the 
losses or expenditures relating to some of these events, our results 
of operations and cash flows would be negatively impacted to the 
extent that such claims were not covered or only partially covered 
by our insurance.
Our financial results could be adversely impacted 
by the escalation of our operating costs.
Consistent with the experience of other employers, our labor, 
medical and workers’ compensation costs have increased 
substantially in recent years and are expected to continue to rise. 
If this trend continues, the cost of labor and to provide healthcare 
and other benefits to our employees could increase, adversely 
impacting profitability. Labor market shortages continue to impact 
the availability and competition for qualified workers, which has 
increased costs associated with attracting and retaining employees. 
We cannot be certain that we will be able to maintain an adequately 
skilled labor force necessary to operate efficiently or that our labor 
costs will not increase as a result of a shortage in the availability of 
skilled employees. Additionally, employee turnover could result in 
lost time due to inefficiencies and the need for additional training, 
which could impact our operating results. Changes to healthcare 
regulations may also increase the cost of providing such benefits to 
our employees. We cannot predict the ultimate content, timing, or 
effect of any healthcare reform legislation or the impact of potential 
legislation or related proposals and policies on our results. Any 
significant increases in the costs attributable to our self-insured 
health and workers’ compensation plans could adversely impact our 
business, results of operations, financial condition and cash flows.
In addition, increasing transaction prices, as a result of general 
inflation or otherwise, for freight, natural gas, electricity, fuel 
and consumables would adversely affect our manufacturing 
and distribution costs. For most of our business, we incur the 
transportation costs associated with the delivery of products to our 
customers. Although we have previously implemented numerous 
measures to offset the impact of increases in these costs, there 
can be no assurance that such actions will be effective. If we are 
unable to pass these additional costs through by raising our selling 
prices, our financial results could be adversely impacted.
Our business, financial condition and results of 
operations may be adversely impacted by the 
effects of inflation.
Rising inflation has increased, and may continue to increase, the 
costs of labor, energy, operating supplies and raw materials. If we 
are unable to pass these increases in costs to our customers it 
could adversely affect our business, financial condition and results 
of operations by increasing our overall cost structure. Additionally, 
our ability to recover the cost increases through price increases may 
lag our cost increases, which could negatively impact our margins.
Our business and operations are subject to risks 
related to climate change.
The long-term effects of global climate change could present 
both physical risks and transition risks (such as regulatory or 
technology changes), which are expected to be widespread and 
unpredictable. These changes could over time affect, for example, 
the availability and cost of raw materials, commodities and energy 
(including utilities), which in turn may impact our ability to procure 
goods or services required for the operation of our business at 
the quantities and levels we require. Additionally, we have facilities 
located in areas that may be impacted by the physical risks of 
climate change, and we face the risk of losses incurred as a 
result of physical damage to our facilities and inventory as well 
as business interruption caused by such events. Furthermore, 
production and shipment levels for our business correlate with 
construction activity, most of which occurs outdoors and, as a 
result, is affected by erratic weather patterns, seasonal changes, 
and other unusual or unexpected weather-related conditions, all of 
which may be impacted by weather patterns. Periods of extended 
inclement weather or associated flooding may inhibit construction 
activity utilizing our products and delay shipments of our products 
to customers, which can significantly affect our business, financial 
condition and results of operations.
We also use natural gas, diesel fuel, gasoline and electricity in our 
operations, all of which could face increased regulation as a result 
of climate change or other environmental concerns. Additionally, 
we may face increased costs to respond to future water laws and 
regulations, and operations in areas with limited water availability 
may be impacted if droughts become more frequent or severe. 
Any such events could have a material adverse effect on our costs 
or results of operations.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
11
PART I
 Item 1A Risk Factors
Financing Risks
Our operations are subject to seasonal fluctuations 
that may impact our cash flows.
Our shipments are typically lower in the first and second fiscal 
quarters due to the unfavorable impact of winter weather on 
construction activity during these periods and customer plant 
shutdowns associated with holidays. As a result, our cash flows 
have fluctuated and may continue to fluctuate from quarter to 
quarter due to these seasonal factors, which could have a negative 
impact on our financial condition and results of operations.
Our capital resources may not be adequate to 
provide for our capital investment and maintenance 
expenditures if we were to experience a substantial 
downturn in our financial performance.
Our operations are capital intensive and require substantial 
recurring expenditures for the routine maintenance of our 
equipment and facilities. Although we expect to finance our 
business requirements through internally generated funds or 
from borrowings under our $100 million revolving credit facility, 
we cannot provide any assurances these resources will be 
sufficient to support our business. A material adverse change 
in our operations or financial condition could limit our ability 
to borrow funds under our credit facility, which could further 
adversely impact our liquidity and financial condition. Any 
significant future acquisitions could require additional financing 
from external sources that may not be available on favorable 
terms, which could adversely impact our growth, operations, 
financial condition and results of operations.
Legal and Regulatory Risks
Changes in environmental compliance and 
remediation requirements could result in 
substantial increases in our capital investments 
and operating costs.
Our business is subject to numerous federal, state and local laws 
and regulations pertaining to the protection of the environment 
that could require substantial increases in capital investments and 
operating costs. These laws and regulations, which are constantly 
evolving, are becoming increasingly stringent, and the ultimate 
impact of compliance is not always clearly known or determinable 
because regulations under some of these laws have not yet been 
promulgated or are undergoing revision. Legislation and increased 
regulation regarding climate change, including mandatory reductions 
in energy consumption or emissions of greenhouse gases, could 
impose significant costs on us, including costs related to energy 
requirements, capital equipment, environmental monitoring and 
reporting and other costs to comply with such regulations.
General Risks
Our stock price can be volatile, often in connection 
with matters beyond our control.
Equity markets in the U.S. have been increasingly volatile in recent 
years. During fiscal 2024, our common stock traded as high 
as $39.38 and as low as $26.87. There are numerous factors 
that could cause the price of our common stock to fluctuate 
significantly, including: variations in our financial results; changes 
in our business outlook and expectations for the construction 
industry; changes in market valuations of companies in our 
industry; and announcements by us, our competitors or industry 
participants that may be perceived to impact our financial results. 
Many of the factors listed above are beyond our control. These 
factors may cause the market price of our common stock to 
decline, regardless of our business, financial condition or results 
of operations.
We are increasingly dependent on information 
technology systems that are susceptible to certain 
risks, including cybersecurity breaches and data 
leaks, which could adversely impact our business.
Our increasing reliance on technology systems and infrastructure, 
some of which are managed by third parties, heightens 
our potential vulnerability to system failure and malfunction, 
breakdowns due to natural disasters, human error, unauthorized 
access, power loss and other unforeseen events. Data privacy 
breaches by employees and others with or without authorized 
access to our systems pose risks that sensitive data may be 
permanently lost or leaked to the public or other unauthorized 
persons. With the growing use and rapid evolution of technology, 
not limited to cloud-based computing and mobile devices, there 
are additional risks of unintentional data leaks. There is also the 
risk of theft of confidential information, intentional vandalism, 
industrial espionage and a variety of cyber-attacks that could 
compromise our internal technology system and infrastructure or 
result in data leaks in-house or at our third-party providers and 
business partners.
We have invested and continue to invest in risk management and 
information security and data privacy measures in order to protect 
our systems and data, including employee training, organizational 
investments, incident response plans, tabletop exercises and 
technical defenses. The cost and operational consequences 

12
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART I
Item 1B Unresolved Staff Comments
of implementing, maintaining, and enhancing further data or 
system safeguards could increase significantly to keep pace with 
increasingly frequent, complex, and sophisticated global cyber 
threats. While we believe that we have taken reasonable steps 
to protect the Company from cybersecurity risks and security 
breaches, there can be no assurance that such events will not 
occur or that our security protocols and procedures will be 
adequate to prevent significant damage, system failure or data 
loss. The same is true for our partners, suppliers, vendors and 
other third parties on whom we rely. Failures of technology or 
related systems, cybersecurity incidents, or improper release of 
confidential information, could adversely impact our business or 
subject us to unexpected liabilities, expenditures and recovery 
time. Additionally, an unauthorized disclosure or use of information 
could cause interruptions in our operations and might require 
us to spend significant management time and other resources 
investigating the event and dealing with local and federal law 
enforcement. Regardless of the merits and ultimate outcome of 
these matters, we may be required to devote time and expense 
to their resolution.
In addition, the increase in the number and the scope of 
data privacy breaches has increased regulatory and industry 
focus on cybersecurity requirements and heightened data 
privacy industry practices. New regulation, evolving industry 
standards, and the interpretation of both, may cause us to 
incur additional expense in complying with any new data privacy 
requirements. We could also become the subject of regulatory 
action or litigation from our customers, employees, suppliers, 
service providers, and shareholders, which could damage 
our reputation, require significant expenditures of capital and 
other resources, and cause us to lose business. As a result, 
the failure to maintain the integrity of and protect customer 
or supplier data or our confidential internal data could have a 
material adverse effect on our business, operating results and 
financial condition.
Our financial results could be adversely impacted 
by the impairment of goodwill.
Our balance sheet includes intangible assets, including 
goodwill and other separately identifiable assets related to prior 
acquisitions, and we may acquire additional intangible assets in 
connection with future acquisitions. We are required to review 
goodwill for impairment on an annual basis or more frequently 
if certain indicators of permanent impairment arise such as, 
among other things, a decline in our stock price and market 
capitalization or a reduction in our projected operating results 
and cash flows. If our review indicates that goodwill has been 
impaired, the impaired portion would have to be written-off 
during that period which could adversely impact our business 
and financial results.
Item 1B Unresolved Staff Comments
None.
Item 1C Cybersecurity
Risk Management and Strategy 
As a component of and integrated into our overall risk 
management strategy and system, we maintain a cybersecurity 
risk management program designed to assess, identify, manage 
and protect our information systems and data from unauthorized 
access, use, disclosure, disruption, modification or destruction. 
Our program is based on applicable industry frameworks and 
standards, including those provided by the National Institute of 
Standards and Technology, and is comprised of core functions to 
identify, protect, detect, respond to and recover from cybersecurity 
threats and events. We constantly monitor cybersecurity threats 
and test the performance and effectiveness of our cybersecurity 
program, with the assistance of third-party experts, on an annual 
and ongoing basis. We recognize the risks associated with the 
use of vendors, service providers and other third parties that 
provide information system services to us, process information 
on our behalf, or have access to our information systems, and 
the Company has processes in place to oversee and manage 
these risks. We conduct thorough security assessments of 
these third-party engagements and maintain ongoing monitoring 
to ensure compliance with our cybersecurity standards. This 
monitoring includes both annual and ongoing assessments.
As described in “Item 1A. Risk Factors” in this Form 10-K, we 
are subject to risks from cybersecurity threats that could have a 
material adverse impact on our business and financial results. As 
of the date of this report, no risks from cybersecurity threats have 
materially affected or are reasonably likely to materially affect our 
business, results of operations, financial condition and cash flows.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
13
PART I
 Item 4 Mine Safety Disclosures
Governance
Our Information Services Department manages our cybersecurity 
risk management program which is overseen by the Vice President 
of Information Services. The Vice President of Information Services 
has a master’s degree in business administration with a focus 
on technology and has decades of professional experience in 
cybersecurity threat assessments and detection, applicable 
technologies, incident response and employee training. Our 
Information Services Department includes a team of experienced 
professionals who have developed an Incident Response Policy 
that is regularly reviewed and updated. The Incident Response 
Policy establishes the required steps to assess, respond to and 
limit the impact of an incident, details tactical and strategic team 
membership and points of contact related to the response process 
and provides for escalating notifications to senior executives, 
including the Chairman of the Board and Chief Executive Officer 
depending on the severity of the threat. 
The Board of Directors, having ultimate oversight of the company’s 
cybersecurity risk, receives annual and periodic updates on the 
cybersecurity program, including those related to material risks 
and incidents, from the Vice President of Information Services 
and participates in discussions regarding cybersecurity risks. 
Cybersecurity information provided to the Board comprises a broad 
range of topics including, but not limited to, emerging cybersecurity 
threats, ongoing cybersecurity initiatives, incident reports and 
compliance with regulatory requirements, industry standards and 
relevant benchmarking. In addition to Board oversight, we provide 
mandatory quarterly employee training on how to identify, assess 
and manage risks from cybersecurity threats.
Item 2 
Properties
Our corporate headquarters and IWP’s sales and administrative 
offices are located in Mount Airy, North Carolina.  As of 
September  28, 2024, we operated ten manufacturing 
facilities located in Dayton, Texas; Gallatin, Tennessee; 
Hazleton, Pennsylvania; Hickman, Kentucky; Houston, Texas; 
Jacksonville, Florida; Kingman, Arizona; Mount Airy, North 
Carolina; Sanderson, Florida; and St. Joseph, Missouri.
We own all of our real estate. We believe that our properties 
are in good operating condition and that our machinery and 
equipment have been well maintained. We also believe that our 
manufacturing facilities are suitable for their intended purposes 
and have capacities adequate to satisfy the current and projected 
demand for our products.
Item 3 
Legal Proceedings
We are involved in lawsuits, claims, investigations and proceedings, including commercial, environmental and employment matters, 
which arise in the ordinary course of business. We do not anticipate that the ultimate cost to resolve these matters will have a material 
adverse effect on our financial position, results of operations or cash flows.
Item 4 
Mine Safety Disclosures
Not applicable.

14
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART I
Item 4 Mine Safety Disclosures
Information About Our Executive Officers
Our executive officers are as follows:
Name
Age
Position
H. O. Woltz III
68
President, Chief Executive Officer and Chairman of the Board
Scot R. Jafroodi
55
Vice President, Chief Financial Officer and Treasurer
Elizabeth C. Southern
43
Vice President Administration, Secretary and Chief Legal Officer
Richard T. Wagner
65
Senior Vice President and Chief Operating Officer
James R. York
66
Senior Vice President, Sourcing and Logistics
H. O. Woltz III, 68, has served as Chief Executive Officer since 
1991, as President since 1989 and has been employed by us 
and our subsidiaries in various capacities since 1978. He was 
named President and Chief Operating Officer in 1989. He served 
as our Vice President from 1988 to 1989 and as President of 
Rappahannock Wire Company, formerly a subsidiary of our 
Company, from 1981 to 1989. Mr. Woltz has been a Director 
since 1986 and also serves as President of Insteel Wire Products 
Company. Mr. Woltz served as President of Florida Wire and 
Cable, Inc., formerly a subsidiary of our Company, until its merger 
with Insteel Wire Products Company in 2002. Mr. Woltz has 
served as Chairman of the Board since 2009.
Scot R. Jafroodi, 55, has served as Vice President, Chief Financial 
Officer and Treasurer since January 2023. Prior to 2023, he 
served as Vice President, Corporate Controller and Chief 
Accounting Officer from October 2020. He previously held the 
role of Corporate Controller and Chief Accounting Officer from 
February 2007 to October 2020 and Corporate Controller from 
July 2005 to February 2007. Before joining us, he was a Senior 
Manager at BDO Seidman, LLP from June 2003 through June 
2005 and, prior to that, had been employed for ten years at 
Deloitte & Touche USA, LLP, most recently as a Senior Manager. 
Elizabeth C. Southern, 43, has served as Vice President 
Administration, Secretary and Chief Legal Officer since June 2023. 
From 2011 to 2023, she served in various senior management 
roles with Hanesbrands Inc., a publicly-held apparel company, 
including Deputy General Counsel and Assistant Secretary and 
Vice President, Human Resources. Prior to that, Ms. Southern 
was an associate attorney at Womble Bond Dickinson (US) LLP. 
Richard T. Wagner, 65, has served as Senior Vice President, Chief 
Operating Officer since October 2020 and as Vice President and 
General Manager of the Concrete Reinforcing Products Business 
Unit of our subsidiary, Insteel Wire Products Company, since 1998. 
He joined us in 1992 serving in various other management roles. 
From 1977 until 1992, Mr. Wagner served in various positions 
with Florida Wire and Cable, Inc., a manufacturer of PC strand 
and galvanized strand products, which was later acquired by us 
in 2000.
James R. York, 66, has served as Senior Vice President, Sourcing 
and Logistics since October 2020, and as Vice President, 
Sourcing and Logistics since joining us in 2018. Prior to Insteel, 
he served in various senior management roles with Leggett & 
Platt, a publicly-held manufacturer of diversified engineered 
products, from 2002 to 2018, including Group President-Rod 
and Wire Products, Unit President-Wire Products and Unit 
President-Specialty Products. Mr. York served in a range of 
leadership positions at Bekaert Corporation, a U.S. subsidiary of 
N.V. Bekaert A.S. of Belgium, from 1983 to 2002.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
15
PART II
Item 5 
Market for Registrant’s Common Equity, Related 
Shareholder Matters and Issuer Purchases  
of Equity Securities
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “IIIN” and has traded on the NYSE since 
March 17, 2021. As of October 22, 2024, there were 427 shareholders of record.
We pay regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future, though 
each quarterly dividend payment is subject to review and approval by our Board of Directors. On November 14, 2023, our Board of 
Directors approved a special cash dividend of $2.50 per share that was paid on December 22, 2023 to shareholders of record as of 
December 8, 2023.
Issuer Purchases of Equity Securities
There were no repurchases of common stock during the quarter ended September 28, 2024. Additional information regarding our 
share repurchase authorization is discussed in Note 18 to our consolidated financial statements and incorporated herein by reference.

16
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Stock Performance Graph 
The graph below compares the cumulative total shareholder 
return on our common stock with the cumulative total return of 
the Russell 2000 Index and the S&P 500 Building Products Index 
for the five years ended September 28, 2024. The graph and 
table assume that $100 was invested on September 28, 2019 
in our common stock and in each of the two indices and the 
reinvestment of all dividends. Cumulative total shareholder returns 
for our common stock, the Russell 2000 Index and the S&P 500 
Building Products Index are based on our fiscal year.
10/3/20
9/28/19
9/28/24
9/30/23
10/2/21
10/1/22
300
250
150
100
50
0
200
Russell 2000
Insteel Industries Inc.
S&P 500 Building Products
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Insteel Industries Inc., the Russell 2000 Index 
and the S&P 500 Building Products Index
In $
Fiscal Year Ended
September 28, 
2019
October 3, 
2020
October 2, 
2021
October 1, 
2022
September 30, 
2023
September 28, 
2024
Insteel Industries Inc.
$
100.00
$
92.15
$
202.72
$
145.23
$
191.01
$
195.65
Russell 2000
100.00
100.39
148.25
113.42
123.55
156.61
S&P 500 Building Products
100.00
115.82
167.78
126.64
169.28
268.56

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
17
PART II
 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 6 
Reserved
Item 7 
Management’s Discussion and Analysis of 
Financial Condition and Results of Operations
The matters discussed in this section include forward-looking statements that are subject to numerous risks. You should 
carefully read the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this Form 10-K.
Overview
Our operations are entirely focused on the manufacture and marketing of concrete reinforcing products for the concrete construction 
industry. Our business strategy is focused on: (1) achieving leadership positions in our markets; (2) operating as the lowest cost producer 
in our industry; and (3) pursuing growth opportunities within our core businesses that further our penetration of the markets we currently 
serve or expand our footprint.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in 
accordance with accounting principles generally accepted in 
the United States. Our discussion and analysis of our financial 
condition and results of operations are based on these 
consolidated financial statements. The preparation of our 
consolidated financial statements requires the application of 
these accounting principles in addition to certain estimates and 
judgments based on currently available information, actuarial 
estimates, historical results and other assumptions believed to 
be reasonable. These estimates, assumptions and judgments 
are affected by our application of accounting policies, which 
are discussed in Note 2, “Summary of Significant Accounting 
Policies”, and elsewhere in the accompanying consolidated 
financial statements. Estimates are used for, but not limited to, 
determining the net carrying value of trade accounts receivable, 
inventories, recording self-insurance liabilities and other accrued 
liabilities. Actual results could differ from these estimates.
Accounting estimates are considered critical if both of the 
following conditions are met: (1) the nature of the estimates or 
assumptions is material because of the levels of subjectivity and 
judgment needed to account for matters that are highly uncertain 
and susceptible to change and (2) the effect of the estimates and 
assumptions is material to the financial statements.
We have reviewed our accounting estimates, and none were 
deemed to be considered critical for the accounting periods 
presented. 
Recent Accounting Pronouncements
The nature and impact of recent accounting pronouncements is discussed in Note 3 to our consolidated financial statements and 
incorporated herein by reference.
Results of Operations
The following discussion and analysis of our financial condition and 
results of operations is for the year ended September 28, 2024 
compared with the year ended September 30, 2023. Discussions 
of our financial condition and results of operations for the year 
ended September 30, 2023 compared to October 1, 2022 that 
have been omitted under this item can be found in Part II, Item 7 
“Management’s Discussion and Analysis of Financial Condition 
and Results of Operations” included in our Annual Report on 
Form 10-K for the fiscal year ended September 30, 2023, which 
was filed with the SEC on October 26, 2023.

18
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
The table below presents a summary of our results of operations for fiscal 2024 and fiscal 2023.
STATEMENTS OF OPERATIONS – SELECTED DATA
(Dollars in thousands)
Year Ended
September 28, 
2024
Change
September 30, 
2023
Net sales
$
529,198 
(18.5%)  $
649,188 
Gross profit
49,632 
(24.1%)
65,398 
Percentage of net sales
9.4%
10.1%
Selling, general and administrative expense
$
29,591 
(3.6%)
$
30,685 
Percentage of net sales
5.6%
4.7%
Other expense (income), net
$
37 
N/M
$
(3,423)
Interest income
$
(5,433)
46.6%
$
(3,706)
Effective income tax rate
23.7%
22.4%
Net earnings
$
19,305 
(40.4%)
$
32,415 
“N/M” = not meaningful
2024 Compared with 2023
Net Sales
Net sales decreased 18.5% to $529.2 million in 2024 from 
$649.2 million in 2023 driven entirely by a decrease in average 
selling prices as shipments remained relatively flat. The decrease 
in average selling prices was driven by persistent competitive 
pricing pressures in our welded wire reinforcing markets, 
the impact of low-priced PC strand and a decline in raw material 
costs. Shipments for the current year were adversely impacted 
by weaker market conditions, increasing volumes of PC strand 
imports and adverse weather conditions.
Gross Profit
Gross profit decreased 24.1% to $49.6 million, or 9.4% of net sales, 
in 2024 from $65.4 million, or 10.1% of net sales, in 2023. The year-
over-year decrease was primarily due to lower spreads between 
average selling prices and raw material costs ($16.6 million) partially 
offset by lower manufacturing costs ($782,000). The decrease in 
spreads was driven by lower average selling prices ($119.7 million) 
partially offset by lower raw material costs ($102.8 million) and a 
decrease in freight expense ($291,000).
Selling, General and Administrative Expense
Selling, general and administrative expense (“SG&A expense”) 
decreased 3.6% to $29.6 million, or 5.6% of net sales, in 2024 
from $30.7 million, or 4.7% of net sales, in 2023 primarily due to 
lower compensation expense ($1.4 million) and the relative year-
over-year changes in the cash surrender value of life insurance 
policies ($1.0 million) partially offset by higher depreciation 
($569,000) and bad debt ($350,000) expense. The decrease 
in compensation expense was largely driven by lower incentive 
plan expense due to a decline in financial results in the current 
year. The cash surrender value of life insurance policies increased 
$1.5 million in the current year compared with $531,000 in the 
prior year due to the corresponding changes in the value of the 
underlying investments. The increase in depreciation expense 
was attributed to higher capital expenditures during the current 
year. The higher bad debt expense resulted from adjustments to 
customer credit reserves.
Other Expense (Income), net
Other expense was $37,000 for 2024 compared with other 
income of $3.4 million in 2023. Other income in the prior year 
was primarily related to a net gain from the sale of property, plant 
and equipment ($3.3 million).
Interest Income
Interest income increased $1.7 million due to higher average cash 
balances and interest rates.
Income Taxes
Our effective income tax rate for 2024 increased to 23.7% from 
22.4% in 2023, primarily due to an adjustment to state income tax 
expense and an increase in the valuation allowance for a deferred 
tax asset that is not expected to be utilized. 
Net Earnings
Net earnings decreased to $19.3 million ($0.99 per share) in 2024 
from $32.4 million ($1.66 per share) in 2023, primarily due to the 
decrease in gross profit and other income partially offset by lower 
SG&A expense and increased interest income.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
19
PART II
 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Overview
Our sources of liquidity include cash and cash equivalents, 
cash generated by operating activities and borrowing availability 
provided under our $100.0 million revolving credit facility (the 
“Credit Facility”). Our principal capital requirements include 
funding working capital, capital expenditures, dividends and any 
share repurchases. As of September 28, 2024, our cash and cash 
equivalents totaled $111.5 million compared with $125.7 million 
as of September 30, 2023.
We believe that, in the absence of significant unanticipated cash 
demands, cash and cash equivalents, cash generated by operating 
activities and the borrowing availability provided under the Credit 
Facility will be sufficient to satisfy our expected requirements 
for working capital, capital expenditures, dividends and share 
repurchases, if any, in both the short- and long-term. We also expect 
to have access to the amounts available under our Credit Facility as 
required. However, should we experience future reductions in our 
operating cash flows due to weakening conditions in our construction 
end-markets and reduced demand from our customers, we may 
need to curtail capital and operating expenditures, delay or restrict 
share repurchases, cease dividend payments and/or realign our 
working capital requirements.
Should we determine, at any time, that we require additional 
short-term liquidity, we would evaluate the alternative sources of 
financing that were potentially available to provide such funding. 
There can be no assurance that any such financing, if pursued, 
would be obtained, or if obtained, would be adequate or on terms 
acceptable to us. However, we believe that our strong balance 
sheet, flexible capital structure and borrowing capacity available 
to us under our Credit Facility position us to meet our anticipated 
liquidity requirements for the foreseeable future.
SELECTED LIQUIDITY AND CAPITAL RESOURCES DATA
(Dollars in thousands)
Year Ended
September 28, 2024
September 30, 2023
Net cash provided by operating activities
$
58,207 
 $
142,200 
Net cash used for investing activities
 (19,637)
 (20,896)
Net cash used for financing activities
 (52,702)
 (43,950)
Cash and cash equivalents
 111,538 
 125,670 
Net working capital
 220,260 
 252,698 
Total debt
—
 — 
Percentage of total capital
— 
— 
Shareholders’ equity
$
350,855 
$
381,505 
Percentage of total capital
100%
100%
Total capital (total debt + shareholders’ equity)
$
350,855 
$
381,505 
Operating Activities
Operating activities provided $58.2 million of cash in 2024 
primarily from net earnings adjusted for non-cash items together 
with a net decrease in working capital. Working capital provided 
$18.9 million of cash due to a $14.5 million decrease in inventories 
and a $5.1 million reduction in accounts receivable partially 
offset by a $639,000 decrease in accounts payable and accrued 
expenses. The decrease in inventories was primarily due to lower 
average unit costs. The decrease in accounts receivable was 
largely driven by lower average selling prices.
Operating activities provided $142.2 million of cash in 2023 
primarily from net earnings adjusted for non-cash items together 
with a net decrease in working capital. Working capital provided 
$95.6 million of cash due to a $94.3 million decrease in inventories 
and an $18.2 million reduction in accounts receivable partially 
offset by a $16.9 million decrease in accounts payable and 
accrued expenses. The decrease in inventories was primarily due 
to lower raw material purchases along with lower average unit 
costs. The decrease in accounts receivable was largely driven by 
lower average selling prices. The decrease in accounts payable 
and accrued expenses was largely due to lower raw material 
purchases, lower unit costs and a reduction in accrued incentive 
plan expense.
We may elect to adjust our operating activities as there are 
changes in the conditions in our construction end-markets, which 
could materially impact our cash requirements. While a downturn 
in the level of construction activity affects sales to our customers, 
it generally reduces our working capital requirements.

20
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Investing Activities
Investing activities used $19.6 million of cash in 2024 primarily 
due to capital expenditures ($19.1 million) and an increase in 
the cash surrender value of life insurance policies ($517,000). 
Investing activities used $20.9 million of cash in 2023 primarily 
due to capital expenditures ($30.7 million) partially offset by the 
receipt of proceeds from the sale of property, plant and equipment 
($9.9 million). Capital expenditures for both years focused on cost 
and productivity improvement initiatives in addition to recurring 
maintenance requirements. Capital expenditures are expected 
to total up to approximately $22.0 million in 2025, including 
expenditures to support costs and productivity initiatives, as well 
as recurring maintenance requirements. Our investing activities 
are largely discretionary, providing us with the ability to significantly 
curtail outlays should future business conditions warrant that such 
actions be taken.
Financing Activities
Financing activities used $52.7 million of cash in 2024 and 
$44.0 million of cash in 2023. In 2024, $50.9 million of cash was 
used for dividend payments (including a special cash dividend of 
$48.6 million, or $2.50 per share, and regular cash dividends totaling 
$2.3 million) and $1.8 million for the repurchase of common stock. 
In 2023, $41.3 million of cash was used for dividend payments 
(including a special cash dividend of $38.9 million, or $2.00 per 
share, and regular cash dividends totaling $2.4 million) and 
$2.3 million for the repurchase of common stock.
Cash Management
Our cash is principally concentrated at one major financial institution, which at times exceeds federally insured limits. We invest excess 
cash primarily in money market funds, which are highly liquid securities that bear minimal risk.
Credit Facility 
We have a Credit Facility that is used to supplement our operating 
cash flow and fund our working capital, capital expenditure, 
general corporate and growth requirements. In March 2023, we 
amended our credit agreement to extend the maturity date of 
the Credit Facility from May 15, 2024, to March 15, 2028 and 
replaced the London Inter-Bank Offered Rate with the Secured 
Overnight Financing Rate. The Credit Facility provides for an 
accordion feature whereby its size may be increased by up to 
$50.0 million, subject to our lender’s approval. Advances under 
the Credit Facility are limited to the lesser of the revolving loan 
commitment amount (currently $100.0 million) or a borrowing 
base amount that is calculated based upon a percentage of 
eligible receivables and inventories. As of September 28, 2024, no 
borrowings were outstanding on the Credit Facility, $98.5 million 
of borrowing capacity was available and outstanding letters of 
credit totaled $1.5 million (see Note 8 to the consolidated financial 
statements). As of September 30, 2023, there were no borrowings 
outstanding on the Credit Facility.
Off-Balance Sheet Arrangements 
We do not have any material transactions, arrangements, obligations (including contingent obligations) or other relationships with 
unconsolidated entities or other persons, as defined by Item 303(a)(4) of Regulation S-K of the SEC, that have or are reasonably 
likely to have a material current or future impact on our financial condition, results of operations, liquidity, capital expenditures, capital 
resources or significant components of revenues or expenses.
Contractual Obligations
In addition to our discussion and analysis surrounding our 
liquidity and capital resources, our contractual obligations and 
commitments as of September 28, 2024, include:
 
 Raw Material Purchase Commitments – See Note 12, 
“Commitments and Contingencies,” within our consolidated 
financial statements for further details concerning our 
non-cancelable raw material purchase commitments.
 
 Supplemental Employee Retirement Plan Obligations – See 
Note 11, “Employee Benefit Plans,” within our consolidated 
financial statements for further detail of our obligations and the 
timing of expected future payments under our supplemental 
employee retirement plan.
 
 Operating Leases – See Note 13, “Leases,” within our 
consolidated financial statements for further detail of our 
obligations and the timing of expected future payments, 
including a five-year maturity schedule.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
21
PART II
 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 Debt Obligations and Interest Payments – See Note 8, 
“Long-Term Debt,” within our consolidated financial statements 
for further detail of our debt and the timing of expected future 
principal and interest payments. As of September 28, 2024, 
there were no borrowings outstanding.
 
 Capital Expenditures – As of September 28, 2024, we 
had contractual commitments for capital expenditures of 
$2.1 million.
Impact of Inflation
We are subject to inflationary risks arising from fluctuations in the 
market prices for our primary raw material, hot-rolled carbon steel 
wire rod, and, to a much lesser extent, labor, freight, energy and 
other consumables that are used in our manufacturing processes. 
We have generally been able to adjust our selling prices to pass 
through increases in these costs or offset them through various 
cost reduction and productivity improvement initiatives. However, 
our ability to raise our selling prices depends on market conditions 
and competitive dynamics, and there may be periods during 
which we are unable to fully recover increases in our costs.
After initially rising in the first half of 2024, wire rod prices declined 
during the latter part of the year due to reductions in the cost 
of steel scrap for wire rod producers and weakening demand. 
Selling prices for our products declined during 2024 in response 
to weak demand, competitive pricing pressures and the impact 
of low-priced PC strand imports, which negatively impacted our 
financial results. During 2023, we experienced a decline in wire 
rod prices primarily due to reductions in the cost of scrap for wire 
producers and a concurrent weakening in demand. Selling prices 
for our products fell in response to the softening demand and 
competitive pricing pressure. Consequently, our financial results 
were adversely affected as we consumed higher cost inventory 
that was purchased in prior periods. The timing and magnitude 
of any future increases in raw material costs and the impact on 
selling prices for our products is uncertain at this time.
Outlook
Looking ahead to fiscal 2025, we expect our financial results will 
be favorably impacted by the improving business conditions in 
our construction end markets. Although recent key indicators and 
industry forecasts for nonresidential construction spending have 
been somewhat mixed, customer sentiment is generally positive, 
and easing inflation concerns and the downward trajectory 
of interest rates will likely stimulate demand going forward. 
Furthermore, the outlook for public nonresidential construction 
is favorable, as federal spending associated with the Infrastructure 
Investment and Jobs Act is expected to drive new project activity 
in fiscal 2025 and beyond. We also expect our financial results 
for the coming year to benefit from our recent acquisition of EWP 
through the anticipated operational synergies upon completion 
of integration activities.
Regardless of the market dynamics, we continue to focus on those 
factors we control, including closely managing and controlling 
our expenses; aligning our production schedules with demand 
in a proactive manner as there are changes in market conditions 
to minimize our operating costs; pursuing further improvements 
in the productivity and effectiveness of all our manufacturing, 
selling and administrative activities; and furthering our human 
capital strategy. We also expect increasing contributions from 
the substantial investments we have made in our facilities in recent 
years and expect to continue to make in the form of reduced 
operating costs and additional capacity to support future growth. 
Finally, we will continue to pursue acquisitions opportunistically to 
expand our penetration of markets we currently serve or expand 
our footprint.
The statements contained in this section are forward-looking 
statements. See “Cautionary Note Regarding Forward-Looking 
Statements” and “Risk Factors”.

22
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Item 7A Quantitative and Qualitative Disclosures About 
Market Risk
Our cash flows and earnings are subject to fluctuations resulting 
from changes in commodity prices, interest rates and foreign 
exchange rates. We manage our exposure to these market risks 
through internally established policies and procedures and, when 
appropriate, through the use of derivative financial instruments. 
We do not use financial instruments for trading purposes and 
are not a party to any leveraged derivatives. We monitor our 
underlying market risk exposures on an ongoing basis and believe 
we can modify or adapt our hedging strategies as necessary.
Commodity Prices
We are subject to significant fluctuations in the cost and availability 
of our primary raw material, hot-rolled carbon steel wire rod, 
which we purchase from both domestic and foreign suppliers. 
We negotiate quantities and pricing for both domestic and foreign 
wire rod purchases for varying periods (most recently monthly 
for domestic suppliers), depending upon market conditions, to 
manage our exposure to price fluctuations and to ensure adequate 
availability of material consistent with our requirements. We do not 
use derivative commodity instruments to hedge our exposure to 
changes in prices as such instruments are not currently available 
for wire rod. Our ability to acquire wire rod from foreign sources 
on favorable terms is impacted by fluctuations in strength of home 
markets, foreign currency exchange rates, foreign taxes, duties, 
tariffs, quotas and other trade actions. Although changes in our 
wire rod costs and selling prices tend to be correlated, in weaker 
market environments, we may be unable to fully recover increased 
wire rod costs, which would reduce our earnings and cash flows. 
Additionally, when raw material costs decline, our financial results 
may be negatively impacted if the selling prices for our products 
decrease to an even greater extent and if we are consuming higher 
cost material from inventory. Based on our 2024 shipments and 
average wire rod cost reflected in cost of sales, a 10% increase 
in the price of wire rod would have resulted in a $32.7 million 
decrease in our annual pre-tax earnings (assuming there was not 
a corresponding change in our selling prices).
Interest Rates
Although we did not have any balances outstanding on our Credit Facility as of September 28, 2024, future borrowings under the 
facility are subject to a variable rate of interest and are sensitive to changes in interest rates.
Foreign Exchange Exposure
We have not typically hedged foreign currency exposures related 
to transactions denominated in currencies other than U.S. dollars, 
as such transactions have not been material historically. We will 
occasionally hedge firm commitments for certain equipment 
purchases that are denominated in foreign currencies. 
The decision to hedge any such transactions is made by us on a 
case-by-case basis. There were no forward contracts outstanding 
as of September 28, 2024. During 2024, a 10% increase or 
decrease in the value of the U.S. dollar relative to foreign currencies 
to which we are typically exposed would not have had a material 
impact on our financial position, results of operations or cash flows.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
23
PART II
 Item 8 Financial Statements and Supplementary Data
Item 8 
Financial Statements and Supplementary Data
Financial Statements
Consolidated Statements of Operations for the years ended September 28, 2024,  
September 30, 2023 and October 1, 2022  
24
Consolidated Statements of Comprehensive Income for the years ended September 28, 2024,  
September 30, 2023 and October 1, 2022 
25
Consolidated Balance Sheets as of September 28, 2024 and September 30, 2023 
26
Consolidated Statements of Shareholders’ Equity for the years ended September 28, 2024,  
September 30, 2023 and October 1, 2022 
27
Consolidated Statements of Cash Flows for the years ended September 28, 2024,  
September 30, 2023 and October 1, 2022 
28
Notes to Consolidated Financial Statements 
29
Report of Independent Registered Public Accounting Firm – Consolidated  
Financial Statements (PCAOB ID Number 248) 
44

24
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
Insteel Industries Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share amounts)
Year Ended
September 28, 2024
September 30, 2023
October 1, 2022
Net sales
$
529,198 
$
 649,188 
$
826,832 
Cost of sales
 479,566
 583,790 
 629,522 
Gross profit
 49,632
 65,398 
 197,310 
Selling, general and administrative expense
 29,591
 30,685 
 36,048 
Restructuring recoveries, net
—
—
 (318)
Acquisition costs
 61
—
—
Other expense (income), net
 37
 (3,423)
 88 
Interest expense
 89
 87 
 91 
Interest income
 (5,433)
 (3,706)
 (326)
Earnings before income taxes 
 25,287
 41,755 
 161,727 
Income taxes
 5,982 
 9,340 
 36,716 
NET EARNINGS
$
 19,305 $
32,415 
$
125,011 
Net earnings per share:
Basic
$
 0.99 
$
 1.66 
$
 6.41 
Diluted
 0.99 
 1.66 
 6.37 
Cash dividends declared
2.62
 2.12
 2.12
Weighted average shares outstanding:
Basic
 19,502 
 19,504 
 19,517 
Diluted
 19,575 
 19,566 
 19,629 
See accompanying notes to consolidated financial statements.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
25
PART II
 Item 8 Financial Statements and Supplementary Data
Insteel Industries Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands)
Year Ended
September 28, 2024
September 30, 2023
October 1, 2022
Net earnings
$
19,305 
$
 32,415 $
125,011 
Adjustment to defined benefit plan liability, net of
income taxes of $103, ($219) and ($463), respectively
 (325)
 694 
 1,465 
Other comprehensive (loss) income 
 (325)
 694 
 1,465 
COMPREHENSIVE INCOME
$
 18,980 
$
 33,109 $
 126,476 
See accompanying notes to consolidated financial statements.

26
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
Insteel Industries Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except per share amounts)
September 28, 2024
September 30, 2023
ASSETS:
Current assets:
Cash and cash equivalents
$
 111,538 
$
 125,670 
Accounts receivable, net
 58,308 
 63,424 
Inventories
 88,840 
 103,306 
Other current assets
 8,608 
 6,453 
Total current assets
 267,294 
 298,853 
Property, plant and equipment, net
 125,540 
 120,014 
Intangibles, net
 5,341 
 6,090 
Goodwill
 9,745 
 9,745 
Other assets
 14,632 
 12,811 
TOTAL ASSETS
$
 422,552 
$
 447,513 
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable
$
 37,487 
$
 34,346 
Accrued expenses
 9,547 
 11,809 
Total current liabilities
 47,034 
 46,155 
Other liabilities
 24,663 
 19,853 
Commitments and contingencies
Shareholders’ equity:
Preferred stock, no par value 
Authorized shares: 1,000 
None Issued
—
—
Common stock, $1 stated value 
Authorized shares: 50,000 
Issued and outstanding shares: 2024, 19,452; 2023, 19,454
 19,452 
 19,454 
Additional paid-in capital
 86,671 
 83,832 
Retained earnings 
 245,340 
 278,502 
Accumulated other comprehensive loss
 (608)
 (283)
Total shareholders’ equity
 350,855 
 381,505 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
 422,552 
$
 447,513 
See accompanying notes to consolidated financial statements.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
27
PART II
 Item 8 Financial Statements and Supplementary Data
Insteel Industries Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other 
Comprehensive
Income (Loss)(1)
Total
Shareholders’
Equity
(In thousands)
Common Stock
Shares
Amount
Balance at October 2, 2021
 19,408 $
19,408 $
 78,688 $
 206,384 
$
(2,442) $
 302,038 
Net earnings
 125,011 
 125,011 
Other comprehensive income(1)
 1,465 
 1,465 
Stock options exercised
 72 
 72 
 1,578 
 1,650 
Vested and released restricted stock units
 40 
 40 
 (40)
—
Compensation expense associated with
stock-based plans
 2,429 
 2,429 
Repurchases of common stock
 (42)
 (42)
 (175)
 (987)
 (1,204)
Restricted stock units and stock options
surrendered for withholding taxes payable
 (483)
 (483)
Cash dividends declared
 (41,162)
 (41,162)
Balance at October 1, 2022
 19,478
 19,478
 81,997
 289,246
 (977)
 389,744
Net earnings
 32,415 
 32,415 
Other comprehensive income(1)
 694 
 694 
Stock options exercised
 16 
 16 
 223 
 239 
Vested and released restricted stock units
 40 
 40 
 (40)
—
Compensation expense associated with
stock-based plans
 2,425 
 2,425 
Repurchases of common stock
 (80)
 (80)
 (341)
  (1,907)
 (2,328)
Restricted stock units and stock options
surrendered for withholding taxes payable
 (432)
 (432)
Cash dividends declared
 (41,252)
 (41,252)
Balance at September 30, 2023
 19,454 
 19,454 
 83,832 
 278,502 
 (283)
 381,505 
Net earnings
 19,305 
 19,305 
Other comprehensive Loss(1)
 (325)
 (325)
Stock options exercised
 17 
 17 
 411 
 428 
Vested and released restricted stock units
 39 
 39 
 (39)
—
Compensation expense associated with
stock-based plans
 3,072 
 3,072 
Repurchases of common stock
 (58)
 (58)
 (253)
 (1,525)
 (1,836)
Restricted stock units and stock options
surrendered for withholding taxes payable
 (352)
 (352)
Cash dividends declared
 (50,942)
 (50,942)
BALANCE AT SEPTEMBER 28, 2024
19,452 $ 19,452 $
 86,671 $ 245,340 
$
(608) $
 350,855 
(1) Activity within accumulated other comprehensive income (loss) is reported net of related income taxes: 2022 ($463), 2023 ($219) and 2024 $103.
See accompanying notes to consolidated financial statements.

28
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
Insteel Industries Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Year Ended
(In thousands)
September 28, 2024
September 30, 2023
October 1, 2022
Cash Flows From Operating Activities:
Net earnings
$
 19,305 $
 32,415 $
 125,011 
Adjustments to reconcile net earnings to net cash provided 
by operating activities:
Depreciation and amortization
 15,413 
 13,304 
 14,486 
Amortization of capitalized financing costs
 50 
 57 
 65 
Stock-based compensation expense
 3,072 
 2,425 
 2,429 
Deferred income taxes
 4,195 
 238 
 327 
Loss (gain) on sale and disposition of property, plant and 
equipment and assets held for sale
 99 
 (3,271)
 (480)
Increase in cash surrender value of life insurance policies 
over premiums paid
 (1,532)
 (531)
—
Gain from life insurance proceeds
—
—
  (364)  
Net changes in assets and liabilities:
Accounts receivable, net
 5,116 
 18,222 
 (13,729)
Inventories
 14,466 
 94,348 
 (118,605)
Accounts payable and accrued expenses
 (639)
 (16,949)
 (1,964)
Other changes
 (1,338)
 1,942 
 (1,506)
Total adjustments
 38,902 
 109,785 
 (119,341)
NET CASH PROVIDED BY OPERATING ACTIVITIES
 58,207 
 142,200 
 5,670 
Cash Flows From Investing Activities:
Capital expenditures
 (19,149)
 (30,702)
 (15,900)
(Increase) decrease in cash surrender value of 
life insurance policies
 (517)
 (476)
 1,361 
Proceeds from sale of assets held for sale
—
—
 6,934 
Proceeds from sale of property, plant, and equipment
 4 
9,924  
—
Proceeds from surrender of life insurance policies
 25 
358
 110 
Proceeds from life insurance claims
—
—
 1,456 
NET CASH USED FOR INVESTING ACTIVITIES
 (19,637)
 (20,896)
 (6,039)
Cash Flows From Financing Activities:
Proceeds from long-term debt
 298 
 323 
 266 
Principal payments on long-term debt
 (298)
 (323)
 (266)
Cash dividends paid
 (50,942)
 (41,252)
 (41,162)
Cash received from exercise of stock options
 428 
 239 
 1,650 
Financing costs
—
 (177)
—
Payment of employee tax withholdings related to 
net share transactions
 (352)
 (432)
 (483)
Repurchases of common stock
 (1,836)
 (2,328)
 (1,204)
NET CASH USED FOR FINANCING ACTIVITIES
 (52,702)
 (43,950)
 (41,199)
Net (decrease) increase in cash and cash equivalents
 (14,132)
 77,354 
 (41,568)
Cash and cash equivalents at beginning of period
 125,670 
 48,316 
 89,884 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
 111,538 $
 125,670 $
 48,316 
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Income taxes, net
$
 3,332
$
 7,834 $
 41,483 
Non-cash investing and financing activities:
Purchases of property, plant and equipment in  
accounts payable
 2,449 
 1,301 
 946 
Restricted stock units and stock options surrendered for 
withholding taxes payable
 352 
 432 
 483 
See accompanying notes to consolidated financial statements.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
29
PART II
 Item 8 Financial Statements and Supplementary Data
Insteel Industries Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Years Ended September 28, 2024, September 30, 2023 and October 1, 2022
Note 1 Description of Business
Insteel Industries Inc. (“we,” “us,” “our,” “Insteel” or “the Company”) 
is the nation’s largest manufacturer of steel wire reinforcing products 
for concrete construction applications. Insteel is the parent holding 
company for two wholly-owned subsidiaries, Insteel Wire Products 
Company (“IWP”), an operating subsidiary, and Intercontinental 
Metals Corporation, an inactive subsidiary. We manufacture and 
market prestressed concrete strand (“PC strand”) and welded 
wire reinforcement (“WWR”), including engineered structural 
mesh, concrete pipe reinforcement and standard welded wire 
reinforcement. Our products are primarily sold to manufacturers 
of concrete products and, to a lesser extent, distributors, rebar 
fabricators and contractors. We sell our products nationwide 
across the United States (“U.S.”) and, to a much lesser extent, 
into Canada, Mexico and Central and South America.
We have evaluated all subsequent events that occurred after the 
balance sheet date through the time of filing this Annual Report on 
Form 10-K and concluded there were no events or transactions 
during this period that required additional recognition or disclosure 
in our consolidated financial statements other than the acquisition 
of the assets of Engineered Wire Products, Inc. (“EWP”) described 
in Note 19.
Note 2 Summary of Significant Accounting Policies
Fiscal year
Our fiscal year is the 52 or 53 weeks ending on the Saturday 
closest to September 30. Fiscal years 2024, 2023 and 2022 
were 52-week periods. All references to years relate to fiscal years 
rather than calendar years.
Principles of consolidation
The consolidated financial statements include the accounts 
of Insteel and our subsidiaries. All significant intercompany 
transactions and accounts have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with 
accounting principles generally accepted in the United States 
(“GAAP”) requires us to make estimates and assumptions that 
affect the amounts reported in the financial statements and 
accompanying notes. There is no assurance that actual results 
will not differ from these estimates.
Cash equivalents
We consider all highly liquid investments purchased with original 
maturities of three months or less to be cash equivalents.
Concentration of credit risk
Financial instruments that subject us to concentrations of credit 
risk consist principally of cash and cash equivalents and trade 
accounts receivable. Our cash is principally concentrated at 
one major financial institution, which at times exceeds federally 
insured limits. We are exposed to credit risk in the event of default 
by institutions in which our cash and cash equivalents are held 
and by customers to the extent of the amounts recorded on the 
balance sheet. We invest excess cash primarily in money market 
funds, which are highly liquid securities.
The majority of our accounts receivable are due from customers 
that are located in the U.S. and are generally not secured by 
collateral depending upon the creditworthiness of the account. 
We provide an allowance for credit losses based upon our 
assessment of the credit risk of specific customers, historical 
trends and other information. We write off accounts receivable 
when they become uncollectible. There is no disproportionate 
concentration of credit risk.  
Stock-based compensation
We account for stock-based compensation in accordance with 
the fair value recognition provisions of the Financial Accounting 
Standards Board (“FASB”) Accounting Standards Codification 
(“ASC”) Topic 718, “Compensation – Stock Compensation”, which 
requires stock-based compensation expense to be recognized 
in net earnings based on the fair value of the award on the date 
of the grant. We estimate for forfeitures over the service period. 
We determine the fair value of stock options issued by using a 
Monte Carlo valuation model at the grant date, which considers 
a range of assumptions including the expected term, volatility, 
dividend yield and risk-free interest rate.
Employee benefit plan
We account for our supplemental retirement benefit agreements 
(each, a “SRBA”) in accordance with ASC Topic 715, 
“Compensation - Retirement Benefits”. Under the provisions of 
ASC Topic 715, we recognize net periodic pension cost and value 
liabilities based on certain actuarial assumptions, principally the 
assumed discount rate. 

30
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
The discount rate we utilize for determining net periodic pension 
cost and the related benefit obligation for the SRBAs is based, 
in part, on current interest rates earned on long-term bonds that 
receive one of the two highest ratings assigned by recognized 
rating agencies. Our discount rate assumptions are adjusted as 
of each valuation date to reflect current interest rates on such 
long-term bonds. The discount rate is used to determine the 
actuarial present value of the benefit obligations as of the valuation 
date as well as the interest component of the net periodic pension 
cost for the following year. We currently expect net periodic pension 
cost for 2025 to be $878,000 for the SRBAs. Cash contributions 
to the SRBAs during 2025 are estimated to be $944,000.
The assumed discount rate is reevaluated annually. A reduction 
in the assumed discount rate generally results in an actuarial 
loss, as the actuarially-determined present value of estimated 
future benefit payments will increase. Conversely, an increase in 
the assumed discount rate generally results in an actuarial gain. 
However, any actuarial gains generated in future periods reduce 
the negative amortization effect of any cumulative unamortized 
actuarial losses, while any actuarial losses generated in future 
periods reduce the favorable amortization effect of any cumulative 
unamortized actuarial gains. 
The projected benefit obligations and net periodic pension cost 
for the SRBAs are based in part on expected increases in future 
compensation levels. Our assumption for the expected increase 
in future compensation levels is based upon our average historical 
experience and our intentions regarding future compensation 
increases, which generally approximates average long-term 
inflation rates. A 0.25% decrease in the assumed discount rate for 
our SRBAs would have increased our projected and accumulated 
benefit obligations as of September 28, 2024 by approximately 
$297,000 and $242,000, respectively, and decreased our expected 
net periodic pension cost for 2025 by approximately $4,000.
Revenue recognition 
We recognize revenues when obligations under the terms of a 
contract with our customers are satisfied, which generally occurs 
when products are shipped and control is transferred. Revenue 
is measured as the amount of consideration expected to be 
received in exchange for our products.
Inventories
Inventories are valued at the lower of weighted average cost 
(which approximates computation on a first-in, first-out basis) 
and net realizable value. The valuation of inventory includes the 
costs for material, labor and manufacturing overhead.
Property, plant and equipment
Property, plant and equipment are recorded at cost or fair market 
value in the case of the assets acquired through acquisitions, 
or otherwise at reduced values to the extent there have been 
asset impairment write-downs. Expenditures for maintenance 
and repairs are charged directly to expense when incurred, while 
major improvements are capitalized. Depreciation is computed for 
financial reporting purposes principally by use of the straight-line 
method over the following estimated useful lives: machinery 
and equipment, 3 - 15 years; buildings, 10 - 30 years; and 
land improvements, 10 - 20 years. Depreciation expense was 
approximately $14.7 million in 2024, $12.5 million in 2023 and 
$13.7 million in 2022 and reflected in cost of sales and selling, 
general and administrative expense (“SG&A expense”) in the 
consolidated statements of operations. Capitalized software is 
amortized over the shorter of the estimated useful life or 5 years 
and reflected in SG&A expense. No interest costs were capitalized 
in 2024, 2023 and 2022.
Goodwill
Goodwill is the excess of cost over the fair value of net assets 
of businesses acquired. Goodwill is not amortized but is tested 
annually for impairment and whenever events or circumstances 
change that would make it more likely than not that an impairment 
may have occurred. We perform our annual impairment analysis 
as of the first day of the fourth quarter each year. The evaluation 
of impairment involves comparing the current estimated fair value 
of the reporting unit to its recorded value, including goodwill. 
We perform a qualitative assessment to determine whether it 
is more likely than not that the fair value of the reporting unit is 
less than its carrying amount. It may be necessary to perform a 
quantitative analysis where a discounted cash flow model is used 
to determine the current estimated fair value of the reporting unit. 
Key assumptions used to determine the fair value of the reporting 
unit as part of our annual testing (and any required interim testing) 
include: (a) expected cash flows for the five-year period following 
the testing date; (b) an estimated terminal value using a terminal 
year growth rate based on the growth prospects of the reporting 
unit; (c) a discount rate based on our estimated after-tax weighted 
average cost of capital; and (d) a probability-weighted scenario 
approach by which varying cash flows are assigned to alternative 
scenarios based on their likelihood of occurrence. In developing 
these assumptions, we consider historical and anticipated 
future results, general economic and market conditions, the 
impact of planned business and operational strategies and all 
available information at the time the fair value of the reporting 
unit is estimated. Assumptions in estimating future cash flows are 
subject to a high degree of judgment and complexity. Changes in 
assumptions and estimates may affect the fair value of goodwill 
and could result in impairment charges in future periods. Based 
on the results of our impairment analysis, no goodwill impairment 
losses were recognized in the consolidated statements of 
operations for 2024, 2023 and 2022. Subsequent to the analysis, 
there have been no events or circumstances that indicate any 
potential impairment of goodwill.
Long-lived assets
Long-lived assets include property, plant and equipment and 
identifiable intangible assets with definite useful lives. Finite-lived 
intangible assets are amortized over their estimated useful lives. 
Our intangible assets consist of customer relationships, developed 
technology and know-how and non-competition agreements and 
are being amortized on a straight-line basis over their finite useful 
lives (see Note 7 to the consolidated financial statements). We 
assess the impairment of long-lived assets whenever events or 

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
31
PART II
 Item 8 Financial Statements and Supplementary Data
changes in circumstances indicate that the carrying value may not 
be fully recoverable. When we determine that the carrying value of 
such assets may not be recoverable, we measure recoverability 
based on the undiscounted cash flows expected to be generated 
by the related asset or asset group. If it is determined that an 
impairment loss has occurred, the loss is recognized in the 
period in which it is incurred and is calculated as the difference 
between the carrying value and the present value of estimated 
future net cash flows or comparable market values. There were 
no impairment losses in 2024, 2023 or 2022.
Fair value of financial instruments
The carrying amounts for cash and cash equivalents, accounts 
receivable, accounts payable and accrued expenses approximate 
fair value because of their short maturities.
Income taxes
Income taxes are based on pretax financial accounting income. 
Deferred tax assets and liabilities are recognized for the expected 
tax consequences of temporary differences between the tax basis 
of assets and liabilities and their reported amounts. We assess 
the need to establish a valuation allowance against deferred 
tax assets to the extent we no longer believe it is more likely 
than not that the tax assets will be fully realized. We recognize 
uncertain tax positions when we have determined it is more likely 
than not that a tax position will be sustained upon examination. 
However, new information may become available, or applicable 
laws or regulations may change, thereby resulting in a favorable 
or unfavorable adjustment to amounts recorded.
Earnings per share
Basic earnings per share (“EPS”) are computed by dividing 
earnings available to common shareholders by the weighted 
average number of shares of common stock outstanding during 
the period. Diluted EPS are computed by dividing earnings 
available to common shareholders by the weighted average 
number of shares of common stock and other dilutive equity 
securities outstanding during the period. Securities that have the 
effect of increasing EPS are considered to be antidilutive and are 
not included in the computation of diluted EPS.
Note 3 Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards 
Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): 
Improvements to Reportable Segment Disclosures”. ASU No. 
2023-07 requires disclosures to include significant segment 
expenses that are regularly provided to the chief operating 
decision maker (“CODM”), a description of other segment 
items by reportable segment and any additional measures of a 
segment’s profit or loss used by the CODM when deciding how 
to allocate resources. The ASU requires all annual disclosures 
currently required by Topic 280 to be included in interim periods 
and is applicable to entities with a single reportable segment. 
ASU No. 2023-07 will be effective for us in fiscal 2025 for annual 
reporting and in the first quarter of fiscal 2026 for interim reporting. 
Retrospective application is required for all prior periods presented 
in the financial statements. The adoption of this update will not 
have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Income 
Taxes (Topic 740): Improvements to Income Tax Disclosures”. 
ASU No. 2023-09 requires disaggregated information about 
a reporting entity’s effective tax rate reconciliation as well as 
information on income tax paid. ASU No. 2023-09 will become 
effective for us in fiscal 2026. We are currently evaluating the 
impact of the ASU on our income tax disclosures within the 
consolidated financial statements.
Note 4 Revenue Recognition
We recognize revenues when performance obligations under 
the terms of a contract with our customers are satisfied, which 
generally occurs when products are shipped and control is 
transferred. We enter into contracts that pertain to products, 
which are accounted for as separate performance obligations 
and typically one year or less in duration. We do not exercise 
significant judgment in determining the timing for the satisfaction 
of performance obligations or the transaction price. Revenue is 
measured as the amount of consideration expected to be received 
in exchange for our products. We present revenue net of amounts 
collected from customers for sales tax. 
Variable consideration that may affect the total transaction price, 
including contractual discounts, rebates, returns and credits are 
included in net sales. Estimates for variable consideration are 
based on historical experience, anticipated performance and 
management’s judgment and are updated as of each reporting 
date. Shipping and related expenses associated with outbound 
freight are accounted for as fulfillment costs and included in 
cost of sales. We do not have significant financing components. 
Contract costs are not significant and are recognized as incurred.
Contract assets primarily relate to our rights to consideration for 
products that are delivered but not billed as of the reporting date 
and are reclassified to receivables when the customer is invoiced. 
Contract liabilities primarily relate to performance obligations 
that are to be satisfied in the future and arise when we collect 
from the customer in advance of shipments. Contract assets 
and liabilities were not material as of September 28, 2024 and 
September 30, 2023.

32
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
Accounts receivable includes amounts billed and currently due 
from customers stated at their net estimated realizable value. 
Customer payment terms are generally 30 days. We maintain an 
allowance for credit losses to provide for the estimated receivables 
that will not be collected, which is based upon our assessment 
of customer creditworthiness, historical payment experience and 
the age of outstanding receivables. Past-due trade receivable 
balances are written off when our collection efforts have been 
unsuccessful.
See Note 15 for the disaggregation of our net sales by product 
line and geography.
Note 5 Restructuring
On March 16, 2020, we purchased substantially all of the assets 
of Strand-Tech Manufacturing (“STM”) for an adjusted purchase 
price of $19.4 million, reflecting certain post-closing adjustments 
(the “STM Acquisition”). STM was a leading manufacturer of 
PC strand for concrete construction applications. We acquired, 
among other assets, STM’s accounts receivable, inventories, 
production equipment and facility located in Summerville, South 
Carolina, and assumed certain of its accounts payable and 
accrued liabilities.
In connection with the STM acquisition, we elected to consolidate 
our PC strand operations through the closure of the Summerville 
facility and the redeployment of its equipment to our other three 
PC strand production facilities located in Gallatin, Tennessee; 
Houston, Texas; and Sanderson, Florida. Operations at the 
Summerville facility ceased during the third quarter of 2020, and 
the facility was sold in 2022. The consolidation of our PC strand 
operations was completed in 2022. Following is a summary of 
the restructuring activity during 2022:
(In thousands)
Facility
Closure
Costs
Gain
on Sale of
Equipment
Total
2022
Liability as of October 2, 2021
$
 10 
$
— 
$
10 
Restructuring charges (recoveries), net
 304 
 (622)
 (318)
Cash payments
 (314)
— 
 (314)
Non-cash charges
—
622 
 622 
LIABILITY AS OF OCTOBER 1, 2022
$
— 
$
— 
$
—
Note 6 Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between 
market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-level fair 
value hierarchy that encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when 
measuring fair value. The three levels of inputs used to measure fair value are as follows:
 Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in 
active markets.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or 
liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable 
inputs.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
33
PART II
 Item 8 Financial Statements and Supplementary Data
As of September 28, 2024 and September 30, 2023, we held financial assets that are required to be measured at fair value on a 
recurring basis, which are summarized below: 
(In thousands)
Total
Quoted Prices in 
Active Markets 
(Level 1)
Observable 
Inputs 
(Level 2)
As of September 28, 2024:
Current assets:
Cash equivalents
$
 111,146 
$
 111,146 
$
—
Other assets:
Cash surrender value of life insurance policies
 12,610 
—
 12,610 
TOTAL
$
 123,756 
$
 111,146 $
 12,610 
As of September 30, 2023:
Current assets:
Cash equivalents
$
 125,805 
$
 125,805 
$
—
Other assets:
Cash surrender value of life insurance policies
 10,586 
—
 10,586 
TOTAL
$
 136,391 
$
 125,805 $
 10,586 
Cash equivalents, which include all highly liquid investments 
with original maturities of three months or less, are classified as 
Level 1 of the fair value hierarchy. The carrying amount of our 
cash equivalents, which consist of investments in money market 
funds, approximates fair value due to their short maturities. Cash 
surrender value of life insurance policies are classified as Level 2. 
The fair value of the life insurance policies was determined by 
the underwriting insurance company’s valuation models and 
represents the guaranteed value we would receive upon surrender 
of these policies as of the reporting date.
As of September 28, 2024 and September 30, 2023, we had 
no nonfinancial assets that are required to be measured at fair 
value on a nonrecurring basis. The carrying amounts of accounts 
receivable, accounts payable and accrued expenses approximate 
fair value due to the short-term maturities of these financial 
instruments.
Note 7 Intangible Assets
The primary components of our intangible assets and the related accumulated amortization are as follows:
(In thousands)
Weighted-
Average Useful 
Life (Years)
Gross
Accumulated 
Amortization
Net Book 
Value
 As of September 28, 2024:
Customer relationships
17.1
$
9,870 $
 (5,427)
$
 4,443 
Developed technology and know-how
20.0
 1,800 
 (908)
 892 
Non-competition agreements
5.0
 60 
 (54)
 6 
$
 11,730 $
 (6,389)
$
 5,341 
 As of September 30, 2023:
Customer relationships
17.1
$
9,870 $
 (4,779)
$
 5,091 
Developed technology and know-how
20.0
 1,800 
 (818)
 982 
Non-competition agreements
5.0
 400 
 (383)
 17 
$
12,070 $
 (5,980)
$
 6,090 
Amortization expense for intangibles was $749,000 in 2024, $757,000 in 2023 and $821,000 in 2022. Amortization expense for the 
next five years is $743,000 in 2025, $752,000 in 2026, $480,000 in 2027, $453,000 in 2028 and $453,000 in 2029.

34
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
Note 8 Long-Term Debt
Revolving Credit Facility
We have a $100.0 million revolving credit facility (the “Credit 
Facility”) that is used to supplement our operating cash flow and 
fund our working capital, capital expenditure, general corporate 
and growth requirements. In March 2023, we amended our credit 
agreement to extend the maturity date of the Credit Facility from 
May 15, 2024, to March 15, 2028, and replaced the London Inter-
Bank Offered Rate with the Secured Overnight Financing Rate 
(“SOFR”). The Credit Facility provides for an accordion feature 
whereby its size may be increased by up to $50.0 million, subject 
to our lender’s approval. Advances under the Credit Facility are 
limited to the lesser of the revolving loan commitment amount 
(currently $100.0 million) or a borrowing base amount that is 
calculated based upon a percentage of eligible receivables and 
inventories. As of September 28, 2024, no borrowings were 
outstanding on the Credit Facility, $98.5 million of borrowing 
capacity was available and outstanding letters of credit totaled 
$1.5 million. As of September 30, 2023, there were no borrowings 
outstanding on the Credit Facility.
Interest rates on the Credit Facility are based upon (1) an index 
rate that is established at the highest of the prime rate, 0.50% plus 
the federal funds rate or the SOFR rate plus 1.00% or (2) at our 
election, a SOFR rate including a credit adjustment of 0.10%, plus 
in either case, an applicable interest rate margin. The applicable 
interest rate margins are adjusted on a quarterly basis based 
upon the amount of excess availability on the Credit Facility within 
the range of 0.25% to 0.50% for index rate loans and 1.25% to 
1.50% for SOFR-based loans. In addition, the applicable interest 
rate margins would be increased by 2.00% upon the occurrence 
of certain events of default provided for under the terms of the 
Credit Facility. Based on our excess availability as of September 
28, 2024, the applicable interest rate margins on the Credit Facility 
were 0.25% for index rate loans and 1.25% for SOFR-based loans. 
Our ability to borrow available amounts under the Credit Facility 
will be restricted or eliminated in the event of certain covenant 
breaches, events of default or if we are unable to make certain 
representations and warranties provided for under the terms of the 
Credit Facility. We are required to maintain a fixed charge coverage 
ratio of not less than 1.0 at the end of each fiscal quarter for the 
twelve-month period then ended when the amount of liquidity on 
the Credit Facility is less than $10.0 million. In addition, the terms 
of the Credit Facility restrict our ability to, among other things: 
engage in certain business combinations or divestitures; make 
investments in or loans to third parties, unless certain conditions 
are met with respect to such investments or loans; pay cash 
dividends or repurchase shares of our stock subject to certain 
minimum borrowing availability requirements; incur or assume 
indebtedness; issue securities; enter into certain transactions 
with our affiliates; or permit liens to encumber our property and 
assets. The terms of the Credit Facility also provide that an event 
of default will occur upon the occurrence of, among other things: 
defaults or breaches under the loan documents, subject in certain 
cases to cure periods; defaults or breaches by us or any of our 
subsidiaries under any agreement resulting in the acceleration 
of amounts above certain thresholds or payment defaults above 
certain thresholds; certain events of bankruptcy or insolvency; 
certain entries of judgment against us or any of our subsidiaries, 
which are not covered by insurance; or a change of control. As 
of September 28, 2024, we were in compliance with all of the 
financial and negative covenants under the Credit Facility, and 
there have not been any events of default.
Amortization of capitalized financing costs associated with the 
Credit Facility was $50,000 in 2024, and $57,000 in 2023 and 
$65,000 in 2022. We expect the amortization of capitalized 
financing costs to approximate the following amounts for the 
next five fiscal years: 
Fiscal year
In thousands
2025
$
 50 
2026
 51 
2027
 50 
2028
 23 
2029
—
Note 9 Stock-Based Compensation
Under our equity incentive plan, employees and directors may be granted stock options, restricted stock, restricted stock units and 
performance awards. Effective February 11, 2020, our shareholders approved an amendment to the 2015 Equity Incentive Plan of 
Insteel Industries Inc. (the “2015 Plan”), which authorizes up to an additional 750,000 shares of our common stock for future grants 
under the plan and expires on February 17, 2025. As of September 28, 2024, there were 285,000 shares of our common stock 
available for future grants under the 2015 Plan, which is our only active equity incentive plan.
Stock option awards
Under our equity incentive plan, employees and directors may be granted options to purchase shares of common stock at the fair 
market value on the date of the grant. Options granted under the plan generally vest over three years and expire ten years from the 
date of the grant. Compensation expense associated with stock options was $1.4 million in 2024, $1.0 million in 2023 and $1.1 million 
in 2022. As of September 28, 2024, there was $692,000 of unrecognized compensation cost related to unvested options which is 
expected to be recognized over a weighted average period of 2.24 years.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
35
PART II
 Item 8 Financial Statements and Supplementary Data
The fair value of each option award granted is estimated on the date of grant using a Monte Carlo valuation model. The weighted-
average estimated fair values of stock options granted during 2024, 2023 and 2022 were $13.01, $13.27 and $14.67 per share, 
respectively, based on the following weighted-average assumptions: 
Year Ended
 September 28, 2024
September 30, 2023
October 1, 2022
Expected term (in years)
4.20
4.35
4.61
Risk-free interest rate
4.12%
4.27%
3.03%
Expected volatility
44.83%
49.61%
49.63%
Expected dividend yield
0.36%
0.40%
0.34%
The assumptions utilized in the Monte Carlo valuation model are evaluated and revised, as necessary, to reflect market conditions 
and actual historical experience. The expected term for options was based on the results of a Monte Carlo simulation model, using 
the model’s estimated fair value as an input to the Black-Scholes-Merton model, and then solving for the expected term. The risk-free 
interest rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of the 
grant. The expected volatility was derived using a term structure based on historical volatility and the volatility implied by exchange-
traded options on our common stock. The dividend yield was calculated based on our annual dividend as of the option grant date. 
The following table summarizes stock option activity:
Options 
Outstanding
(in thousands)
Weighted 
Average
Exercise Price
Contractual Term - 
Weighted Average
(in years)
Aggregate 
Intrinsic Value 
(in thousands)
Outstanding at October 2, 2021
 428 
$
 27.72 
Granted
 82 
 35.32 
Exercised
 (85)
 24.23 
$
 1,615 
Forfeited
 (60)
 29.29 
Outstanding at October 1, 2022
 365 
 30.00 
Granted
 97 
 30.63 
Exercised
 (32)
 21.29 
 350 
Forfeited
 (19)
 33.22 
Outstanding at September 30, 2023
 411 
 30.68 
Granted
 101 
 33.22 
Exercised
 (38)
 30.79 
 194 
Forfeited
 (8)
 41.86 
OUTSTANDING AT SEPTEMBER 28, 2024
 466 
 31.03 
7.02
 1,088 
Vested and anticipated to vest in the future at  
September 28, 2024
 453 
 30.99 
6.95
 1,087 
Exercisable at September 28, 2024
 283 
 30.00 
5.67
 1,070 
Stock option exercises include “net exercises” for which the optionee received shares of common stock equal to the intrinsic value of 
the options (fair market value of common stock on the date of exercise less exercise price) reduced by any applicable withholding taxes.
Restricted stock units
Restricted stock units (“RSUs”) granted under our equity incentive plan are valued based upon the fair market value on the date of 
the grant and provide for a dividend equivalent payment which is included in compensation expense. The vesting period for RSUs is 
generally one year from the date of the grant for RSUs granted to directors and three years from the date of the grant for RSUs granted 
to employees. RSUs do not have voting rights. RSU grants and compensation expense are as follows:
Year Ended
(In thousands)
 September 28, 2024
September 30, 2023
October 1, 2022
Restricted stock unit grants:
Units
 52 
 57 
 43 
Market value
$
 1,769 
$
 1,738 
$
 1,563 
Compensation expense
 1,730 
 1,392 
 1,365 

36
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
As of September 28, 2024, there was $1.1 million of unrecognized compensation cost related to unvested RSUs which is expected 
to be recognized over a weighted average period of 1.75 years.
The following table summarizes RSU activity:
(Unit amounts in thousands)
Restricted
Stock Units
Outstanding
Weighted Average
Grant Date
Fair Value
Aggregate
Intrinsic Value
(in thousands)
Balance, October 2, 2021
 129 
$
 24.73 
Granted
 43 
 35.93 
Forfeited
 (3)
 22.09 
Vested
 (49)
 22.17 
$
 1,773 
Balance, October 1, 2022
 120 
 29.88 
Granted
 57 
 30.53 
Forfeited
 (10)
 30.36 
Vested
 (62)
 25.71 
 1,911 
Balance, September 30, 2023
 105 
 35.07 
Granted
 52 
 33.56 
Vested
 (38)
 33.02 
 1,322 
BALANCE, SEPTEMBER 28, 2024
 119 
 32.96 
Note 10 Income Taxes 
The components of the provision for income taxes are as follows:
(Dollars in thousands)
Year Ended
September 28, 2024
September 30, 2023
October 1, 2022
Provision for income taxes:
Current:
Federal
$
 1,425 
$
 8,320 
$
 33,377 
State
 362 
 782 
 3,012 
 1,787 
 9,102 
 36,389 
Deferred:
Federal
 3,843 
 335 
 627 
State
 352 
 (97)
 (300)
 4,195 
 238 
 327 
INCOME TAXES
$
 5,982 
$
 9,340 
$
 36,716 
EFFECTIVE INCOME TAX RATE
23.7%
22.4%
22.7%
The reconciliation between income taxes computed at the federal statutory rate and the provision for income taxes is as follows:
(Dollars in thousands)
Year Ended
September 28, 2024
September 30, 2023
October 1, 2022
Provision for income taxes at federal statutory rate
$
 5,310 
21.0%
$
 8,768 
21.0%
$
 33,963 
21.0%
State income taxes, net of federal tax benefit
 518 
2.0   
 548 
1.3   
 2,108 
1.3   
Stock-based compensation
 68 
0.3   
 (55)
(0.1)  
 (255)
(0.2)  
Valuation allowance
 146 
0.6   
 (29)
(0.1)  
 (41)
(0.0)  
Nondeductible expenses and other, net
 (60)
(0.2)  
 108 
0.3   
 941 
0.6   
PROVISION FOR INCOME TAXES
$
 5,982 
23.7% $
 9,340 
22.4% $  36,716 
22.7%

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
37
PART II
 Item 8 Financial Statements and Supplementary Data
The components of deferred tax assets and liabilities are as follows:
(In thousands)
September 28, 2024
September 30, 2023
Deferred tax assets:
Defined benefit plans
$
 2,765 
$
 2,551 
Accrued expenses and asset reserves
 1,406 
 2,392 
Stock-based compensation
 1,423 
 1,288 
R & E Capitalization
 226 
 125 
Operating lease liabilities
 378 
 434 
State net operating loss carryforwards and tax credits
 3 
 158 
Valuation allowance
 (149)
 (3)
Deferred tax assets
 6,052 
 6,945 
Deferred tax liabilities:
Plant and equipment
(15,090)
(12,143)
Prepaid insurance
 (1,240)
 (1,123)
Right-of-use assets
 (381)
 (435)
Goodwill
 (976)
 (787)
DEFERRED TAX LIABILITIES
 (17,687)
 (14,488)
NET DEFERRED TAX LIABILITY
$
 (11,635)
$
 (7,543)
As of September 28, 2024 and September 30, 2023, we 
recorded net deferred tax liabilities (net of valuation allowances) 
of $11.6 million and $7.5 million, respectively, in other liabilities 
on our consolidated balance sheet. We have $316,000 of state 
NOLs that begin to expire in 2031, but principally expire between 
2031 and 2039. 
The realization of our deferred tax assets is entirely dependent 
upon our ability to generate future taxable income in applicable 
jurisdictions. GAAP requires that we periodically assess the need 
to establish a reserve against our deferred tax assets to the extent 
we no longer believe it is more likely than not that they will be fully 
realized. As of September 28, 2024, we recorded a valuation 
allowance of $149,000 pertaining to various deferred tax assets 
that were not expected to be utilized. The valuation allowance is 
subject to periodic review and adjustment based on changes in 
facts and circumstances. The $146,000 increase in the valuation 
allowance during 2024 is primarily due to a state deferred tax 
asset that is not expected to be utilized.
As of September 28, 2024, we had no material, known tax 
exposures that required the establishment of contingency reserves 
for uncertain tax positions.
We classify interest and penalties related to unrecognized tax 
benefits as part of income tax expense. There were no interest 
and penalties related to unrecognized tax benefits incurred during 
2024, 2023 and 2022.
We file U.S. federal income tax returns as well as state and local 
income tax returns in various jurisdictions. Federal and various 
state tax returns filed subsequent to 2019 remain subject to 
examination.
Note 11 Employee Benefit Plans
Supplemental retirement benefit plan
We have SRBAs with certain of our key employees (each, a 
“Participant”). Under the SRBAs, if the Participant remains in 
continuous service with us for a period of at least 30 years, we 
will pay the Participant a supplemental retirement benefit for 
the 15-year period following the Participant’s retirement equal 
to 50% of the Participant’s highest average annual base salary 
for five consecutive years in the 10-year period preceding the 
Participant’s retirement. If the Participant retires prior to the later 
of age 65 or the completion of 30 years of continuous service with 
us, but has completed at least 10 years of continuous service, 
the amount of the Participant’s supplemental retirement benefit 
will be reduced by 1/360th for each month short of 30 years that 
the Participant was employed by us. 

38
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
The reconciliation of the projected benefit obligation, plan assets, funded status and amounts recognized for the SRBAs in our 
consolidated balance sheets is as follows:
(In thousands)
Year Ended
September 28, 2024
September 30, 2023
October 1, 2022
Change in benefit obligation:
Benefit obligation at beginning of year
$
 11,532 
$
 11,779 
$
 12,888 
Service cost
 252 
 333 
 399 
Interest cost
 590 
 518 
 347 
Actuarial loss (gain)
 428
 (900)
 (1,650)
Distributions
 (280)
 (198)
 (205)
BENEFIT OBLIGATION AT END OF YEAR
$
 12,522 
$
 11,532 
$
 11,779 
Change in plan assets:
Actual employer contributions
$
 280 
$
 198 
$
 205 
Actual distributions
 (280)
 (198)
 (205)
PLAN ASSETS AT FAIR VALUE AT END OF YEAR
$
—
$
—
$
—
Reconciliation of funded status to net amount 
recognized:
Funded status
$
 (12,522)
$
 (11,532)
$
 (11,779)
NET AMOUNT RECOGNIZED
$
 (12,522)
$
 (11,532)
$
 (11,779)
Amounts recognized in accumulated other 
comprehensive loss:
Unrecognized net loss
$
801 
$
 373 
$
 1,285 
NET AMOUNT RECOGNIZED
$
 801 
$
 373 
$
 1,285 
Other changes in plan assets and benefit obligations
recognized in other comprehensive income:
Net loss (gain)
$
 428 
$
 (900)
$
 (1,650)
Amortization of net loss
—
 (13)
 (278)
TOTAL RECOGNIZED IN OTHER COMPREHENSIVE 
INCOME
$
 428 
$
 (913)
$
 (1,928)
In 2024, 2023 and 2022, the actuarial loss (gain) includes amounts resulting from changes in actuarial assumptions utilized to calculate 
our benefit plan obligation such as the discount rate, estimated future compensation levels and changes in plan participants.
The accumulated benefit obligation was $11.4 million and $10.6 million as of September 28, 2024 and September 30, 2023, respectively.
Net periodic pension cost for the SRBAs consists of the following components included in SG&A expense:
(In thousands)
Year Ended
September 28, 2024
September 30, 2023
October 1, 2022
Service cost
$
 252 
$
 333 
$
 399 
Interest cost
 590 
 518 
 347 
Amortization of net loss
—
 13 
 278 
NET PERIODIC PENSION COST
$
 842 
$
 864 
$
 1,024 

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
39
PART II
 Item 8 Financial Statements and Supplementary Data
The assumptions used in the valuation of the SRBAs are as follows:
Measurement Date
September 28, 2024
September 30, 2023
October 1, 2022
Assumptions at year-end:
Discount rate
5.00%
5.25%
4.50%
Rate of increase in compensation levels
3.00%
3.00%
3.00%
The assumed discount rate is established as of our fiscal year-end measurement date. In establishing the discount rate, we review 
published market indices of high-quality debt securities, adjusted as appropriate for duration, and high-quality bond yield curves 
applicable to the expected benefit payments of the SRBAs. The SRBAs expected rate of increase in compensation levels is based on 
the anticipated increases in annual compensation.
The projected benefit payments under the SRBAs are as follows:
Fiscal year(s)
(In thousands)
2025
$
 944 
2026
 869 
2027
 869 
2028
 869 
2029
 967 
2030 - 2034
 4,795 
Retirement savings plan
In 1996, we adopted the Retirement Savings Plan of Insteel 
Industries Inc. (the “Plan”) to provide retirement benefits and stock 
ownership for our employees. The Plan is an amendment and 
restatement of our Employee Stock Ownership Plan. As allowed 
under Sections 401(a) and 401(k) of the Internal Revenue Code, 
the Plan provides for tax-deferred salary deductions for eligible 
employees. 
The Plan allows for discretionary contributions to be made by us as 
determined by the Board of Directors, which are allocated among 
eligible participants based on their compensation relative to the 
total compensation of all participants. Employees are permitted 
to contribute up to 75% of their annual compensation to the 
Plan, limited to a maximum annual amount as set periodically by 
the Internal Revenue Service. We match employee contributions 
up to 100% of the first 1% and 50% of the next 5% of eligible 
compensation that is contributed by employees. Our contributions 
to the Plan were $1.7 million in each of the periods ended 
September 28, 2024, September 30, 2023 and October 1, 2022.
Voluntary Employee Beneficiary 
Associations (“VEBA”)
We have a VEBA which allows both us and our employees to 
make contributions to pay for medical costs. Our contributions 
to the VEBA were $6.5 million in 2024, $6.5 million in 2023 
and $5.4 million in 2022. We are primarily self-insured for our 
employee’s healthcare costs, carrying stop-loss insurance 
coverage for individual claims in excess of $200,000 per benefit 
plan year. Our self-insurance liabilities are based on the total 
estimated costs of claims filed and claims incurred but not 
reported, less amounts paid against such claims. We review 
current and historical claims data in developing our estimates. 
Note 12 Commitments and Contingencies
Purchase commitments
As of September 28, 2024, we had $43.4 million in non-
cancelable purchase commitments for raw material extending 
as long as approximately 120 days and $2.1 million of contractual 
commitments for the purchase of certain equipment that had not 
been fulfilled and are not reflected in our consolidated financial 
statements.
Legal proceedings
We are involved in lawsuits, claims, investigations and proceedings, 
including commercial, environmental and employment matters, 
which arise in the ordinary course of business. We do not expect 
the ultimate outcome or cost to resolve these matters will have 
a material adverse effect on our financial position, results of 
operations or cash flows.

40
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
Severance and change of control agreements
We have entered into a severance agreement with our Chief 
Executive Officer that provides him with certain termination 
benefits in the event his employment with us is terminated 
without cause. The initial term of the agreement was two years, 
and it automatically renews for successive one-year terms unless 
we or our Chief Executive Officer provide notice of termination 
as specified in the agreement. In the event of termination of 
the Chief Executive Officer’s employment without cause, this 
agreement provides that he would receive termination benefits 
equal to one and one-half times his annual base salary in effect 
on the termination date and the continuation of health and 
welfare benefits for eighteen months. In addition, all of his stock 
options and restricted stock units would vest immediately, and 
outplacement services would be provided.
We have also entered into change in control agreements with 
key members of management, including our executive officers, 
which specify the terms of separation in the event that termination 
of their employment followed a change in control. The initial 
term of each agreement is two years, and they automatically 
renew for successive one-year terms unless we or the executive 
provide notice of termination as specified in the agreement. The 
agreements do not provide assurances of continued employment 
or specify the terms of an executive’s termination should one 
occur in the absence of a change in control. The compensation 
payable under the terms of these agreements differs between 
the Chief Executive Officer and the other covered executives. 
In the event of termination of the Chief Executive Officer within 
two years of a change of control, he would receive severance 
benefits equal to two times base compensation, two times the 
average bonus for the prior three years and the continuation of 
health and welfare benefits for two years. In the event of such a 
termination of the other key members of management, including 
our other four executive officers, within two years of a change 
of control, they would receive severance benefits equal to one 
times base compensation, one times the average bonus for 
the prior three years and the continuation of health and welfare 
benefits for one year. In addition, for any covered executive that 
is terminated within two years of a change of control, all of their 
stock options and restricted stock units would vest immediately, 
and outplacement services would be provided. 
Note 13 Leases
We use operating leases for certain equipment, office space and 
vehicles. We determine whether an arrangement is a lease at its 
inception if the contract conveys the right to control the use of an 
identified asset for a period of time in exchange for consideration. 
Leases with an initial term of twelve months or less are not recorded 
on our consolidated balance sheet. Lease expense for operating 
leases with original terms of more than twelve months was 
$1.3 million in 2024, $1.3 million in 2023 and $1.4 million in 2022.
Most of our leases include options to extend or terminate the 
leases which are exercised at our sole discretion. As most of 
our leases do not provide an implicit interest rate, we use our 
incremental borrowing rate as of the commencement date 
in determining the present value of lease payments, which 
represents an estimate of the interest rate we would incur at the 
lease commencement to borrow an amount equal to the lease 
payments on a collateralized basis over the term. 
Supplemental cash flow and non-cash information related to leases is as follows:  
Year Ended
(In thousands)
September 28, 2024
September 30, 2023
Cash paid for operating leases included in operating cash flows
$
 1,348 
$
 1,261 
Right-of-use assets obtained in exchange for new lease obligations
 946 
 1,547 
Supplemental balance sheet information related to leases is as follows:
(In thousands)
September 28, 2024
September 30, 2023
Right-of-use assets:
 
Other assets
$
 1,703 
$
 1,939 
Lease liabilities:
Accrued expenses
$
 877 
$
 999 
Other liabilities
 811 
 936 
TOTAL OPERATING LEASE LIABILITIES
$
 1,688 
 $
 1,935 

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
41
PART II
 Item 8 Financial Statements and Supplementary Data
The weighted average remaining lease terms and discount rates for operating leases are as follows:
September 28, 2024
September 30, 2023
Weighted average lease term
 2.0 years 
 2.2 years 
Weighted average discount rate
8.4%
7.1%
Aggregate future operating lease payments as of September 28, 2024, are as follows:
(In thousands)
2025
$
 980 
2026
 698 
2027
 151 
2028
—
2029
—
TOTAL FUTURE OPERATING LEASE PAYMENTS
 1,829 
Less: imputed interest
 (141)
PRESENT VALUE OF OPERATING LEASE LIABILITIES
$
 1,688 
Note 14 Earnings Per Share
The computation of basic and diluted earnings per share attributable to common shareholders is as follows:
(In thousands, except per share amounts)
Year Ended
September 28, 2024
September 30, 2023
October 1, 2022
Net earnings
$
 19,305 
$
 32,415 
$
 125,011 
Basic weighted average shares outstanding 
 19,502 
 19,504 
 19,517 
Dilutive effect of stock-based compensation 
 73 
 62 
 112 
Diluted weighted average shares outstanding
 19,575 
 19,566 
 19,629 
Net earnings per share:
Basic
$
 0.99 
$
 1.66 
$
 6.41 
Diluted
 0.99 
 1.66 
 6.37 
Options and RSUs that were antidilutive and not included in the diluted EPS calculation amounted to 37,000 shares in 2024, 69,000 
shares in 2023 and 49,000 shares in 2022.  
Note 15 Business Segment Information
Our operations are entirely focused on the manufacture and marketing of steel wire reinforcing products for concrete construction 
applications. Our concrete reinforcing products consist of two product lines: PC strand and WWR.  Based on the criteria specified in 
ASC Topic 280, “Segment Reporting”, we have one reportable segment. 
Our net sales by geographic region are as follows:
(In thousands)
Year Ended
September 28, 2024
September 30, 2023
October 1, 2022
Net sales:
United States
$
 526,696 
$
 643,156 
$
 820,641 
Foreign
 2,502 
 6,032 
 6,191 
TOTAL
$
 529,198 
$
 649,188 
$
 826,832 

42
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
Our sales by product line are as follows:
(In thousands)
Year Ended
September 28, 2024
September 30, 2023
October 1, 2022
Net sales:
Welded wire reinforcement
$
 305,769 
$
 375,771 
$
 495,401 
Prestressed concrete strand
 223,429 
 273,417 
 331,431 
TOTAL
$
 529,198 
$
 649,188 
$
 826,832 
There were no customers that accounted for 10% or more of our net sales in 2024, 2023 or 2022.
Note 16 Other Financial Data
Balance sheet information:
(In thousands)
September 28, 2024
September 30, 2023
Accounts receivable, net:
Accounts receivable
$
 58,689 
$
 63,735 
Less allowance for credit losses
 (381)
 (311)
TOTAL
$
 58,308 
$
 63,424 
Inventories:
Raw materials
$
 36,782 
$
 39,341 
Work in process
 6,139 
 5,852 
Finished goods
 45,919 
 58,113 
TOTAL
$
 88,840 
$
 103,306 
Other current assets:
Prepaid insurance
$
 4,503 
$
 4,043 
Income taxes receivable
 1,357 
 —   
Other
 2,748 
 2,410 
TOTAL
$
 8,608 
$
6,453 
Other assets:
Cash surrender value of life insurance policies
$
 12,610 
$
 10,586 
Right-of-use assets
 1,703 
 1,939 
Capitalized financing costs, net
 125 
 175 
Other
 194 
 111 
TOTAL
$
14,632 
$
 12,811 
Property, plant and equipment, net:
Land and land improvements
$
 15,333 
$
 15,107 
Buildings
 60,014 
 56,653 
Machinery and equipment
 227,232 
 198,528 
Construction in progress
 4,279 
 18,019 
 306,858 
 288,307 
Less accumulated depreciation
 (181,318)
 (168,293)
TOTAL
$
 125,540 
$
 120,014 

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
43
PART II
 Item 8 Financial Statements and Supplementary Data
(In thousands)
September 28, 2024
September 30, 2023
Accrued expenses:
Salaries, wages and related expenses
$
 3,448 
$
 5,082 
Property taxes
 1,987 
 1,912 
Customer rebates
 1,895 
 2,132 
Operating lease liabilities
 877 
 999 
Sales allowance reserves
 521 
 745 
Deferred compensation
 433 
 299 
State sales and use taxes
 227 
 268 
Income taxes
—   
 187 
Other
 159 
 185 
TOTAL
$
 9,547 
$
 11,809 
Other liabilities:
Deferred compensation
$
 12,217 
$
 11,374 
Deferred income taxes
 11,635 
 7,543 
Operating lease liabilities
 811 
 936 
TOTAL
$
 24,663 
$
 19,853 
Note 17 Product Warranties
Our products are used in applications which are subject to inherent 
risks including performance deficiencies, personal injury, property 
damage, environmental contamination or loss of production. We 
warrant our products to meet certain specifications, and actual 
or claimed deficiencies from these specifications may give rise 
to claims. We do not maintain a reserve for warranties as the 
historical claims have been immaterial. We maintain product 
liability insurance coverage to minimize our exposure to such risks.
Note 18 Share Repurchases
On November 18, 2008, our Board of Directors approved a 
share repurchase authorization to buy back up to $25.0 million 
of our outstanding common stock (the “Authorization”). Under 
the Authorization, repurchases may be made from time to time 
in the open market or in privately negotiated transactions subject 
to market conditions, applicable legal requirements and other 
factors. We are not obligated to acquire any particular amount 
of common stock, and the program may be commenced or 
suspended at any time at our discretion without prior notice. The 
Authorization continues in effect until terminated by the Board of 
Directors. Share repurchases of the Company’s common stock 
under the Authorization were $1.8 million or 58,099 shares in 
2024, $2.3 million or 80,352 shares in 2023 and $1.2 million or 
41,706 shares in 2022. As of September 28, 2024, there was 
$19.4 million remaining available for future share repurchases 
under this Authorization. 
Note 19 Subsequent Events
On October 21, 2024, the Company, through its wholly-owned 
subsidiary, IWP, entered into an Asset Purchase Agreement 
pursuant to which it has acquired substantially all of the assets, 
other than cash and accounts receivable, of Engineered Wire 
Products, Inc. (“EWP”), a leading manufacturer of welded wire 
reinforcement products for use in nonresidential and residential 
construction, and certain related assets of Liberty Steel 
Georgetown Inc. (“LSG”), for a purchase price of approximately 
$70.0 million, subject to certain adjustments (the “Acquisition”). 
Under the terms of the Acquisition, Insteel acquired, among 
other assets, EWP’s inventories and production equipment and 
EWP’s Upper Sandusky, Ohio and Warren, Ohio production 
facilities. Insteel also acquired certain equipment of LSG located 
in Georgetown, South Carolina, but such Georgetown facility 
was otherwise excluded from the Acquisition.  The Acquisition 
purchase price is subject to an adjustment based on EWP’s 
closing inventory balance. The Acquisition was funded with cash 
on hand. The Acquisition will be accounted for in accordance 
with ASC Topic 805, “Business Combinations”, with the assets 
acquired recorded at their fair values as of the acquisition date. 
Based on the timing of the Acquisition and lack of available 
information, we determined it to be impracticable to disclose a 
preliminary purchase price allocation at this time.

44
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 8 Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm 
Consolidated Financial Statements
Board of Directors and Shareholders
Insteel Industries Inc.
Opinion on the financial statements  
We have audited the accompanying consolidated balance 
sheets of Insteel Industries Inc. (a North Carolina corporation) 
and subsidiaries (the “Company”) as of September 28, 2024 
and September 30, 2023, the related consolidated statements 
of operations, comprehensive income, changes in shareholders’ 
equity, and cash flows for each of the three years in the period 
ended September 28, 2024, and the related notes (collectively 
referred to as the “financial statements”). In our opinion, the 
financial statements present fairly, in all material respects, the 
financial position of the Company as of September 28, 2024 
and September 30, 2023, and the results of its operations and 
its cash flows for each of the three years in the period ended 
September 28, 2024, in conformity with accounting principles 
generally accepted in the United States of America.
We also have audited, in accordance with the standards of the 
Public Company Accounting Oversight Board (United States) 
(“PCAOB”), the Company’s internal control over financial reporting 
as of September 28, 2024, based on criteria established in 
the 2013 Internal Control—Integrated Framework issued by 
the Committee of Sponsoring Organizations of the Treadway 
Commission (“COSO”), and our report dated October 24, 2024 
expressed an unqualified opinion.
Basis for opinion 
These financial statements are the responsibility of the Company’s 
management. Our responsibility is to express an opinion on the 
Company’s financial statements based on our audits. We are a 
public accounting firm registered with the PCAOB and are required 
to be independent with respect to the Company in accordance 
with the U.S. federal securities laws and the applicable rules and 
regulations of the Securities and Exchange Commission and the 
PCAOB. 
We conducted our audits in accordance with the standards of the 
PCAOB. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement, whether due to error 
or fraud. Our audits included performing procedures to assess 
the risks of material misstatement of the financial statements, 
whether due to error or fraud, and performing procedures that 
respond to those risks. Such procedures included examining, 
on a test basis, evidence regarding the amounts and disclosures 
in the financial statements. Our audits also included evaluating 
the accounting principles used and significant estimates made 
by management, as well as evaluating the overall presentation 
of the financial statements. We believe that our audits provide a 
reasonable basis for our opinion. 
Critical audit matters 
Critical audit matters are matters arising from the current period 
audit of the financial statements that were communicated or 
required to be communicated to the audit committee and that: 
(1) relate to accounts or disclosures that are material to the 
financial statements and (2) involved our especially challenging, 
subjective, or complex judgments. We determined there are no 
critical audit matters. 
/s/ Grant Thornton LLP
We have served as the Company’s auditor since 2002.
Charlotte, North Carolina
October 24, 2024

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
45
PART II
 Item 9A Controls and Procedures
Item 9 
Changes in and Disagreements with Accountants 
on Accounting and Financial Disclosure
None.
Item 9A Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have conducted an evaluation of the effectiveness of our 
disclosure controls and procedures as of September 28, 2024. 
This evaluation was conducted under the supervision and 
with the participation of management, including our principal 
executive officer and our principal financial officer. Based upon 
that evaluation, our principal executive officer and our principal 
financial officer concluded that our disclosure controls and 
procedures were effective to ensure that information required to be 
disclosed in the reports that we file or submit under the Securities 
Exchange Act of 1934, as amended, is recorded, processed, 
summarized and reported within the time periods specified in 
the Commission’s rules and forms. Furthermore, we concluded 
that our disclosure controls and procedures were effective to 
ensure that such information is accumulated and communicated 
to management, including our principal executive officer and our 
principal financial officer, as appropriate to allow timely decisions 
regarding required disclosure. 
Management’s Report on Internal Control over Financial Reporting 
Our management is responsible for establishing and maintaining 
adequate internal control over financial reporting. Internal control 
over financial reporting is a process to provide reasonable 
assurance regarding the reliability of our financial reporting and 
the preparation of our financial statements for external purposes in 
accordance with generally accepted accounting principles. Internal 
control over financial reporting includes: (1) maintaining records that 
in reasonable detail accurately and fairly reflect the transactions 
and dispositions of assets; (2) providing reasonable assurance that 
transactions are recorded as necessary to permit preparation of 
financial statements in accordance with GAAP, and that receipts 
and expenditures are made only in accordance with authorizations 
of management and directors; and (3) providing reasonable 
assurance that unauthorized acquisition, use or disposition of 
assets that could have a material effect on financial statements 
would be prevented or detected on a timely basis. Because of 
its inherent limitations, internal control over financial reporting can 
only provide reasonable assurance that a misstatement of financial 
statements would be prevented or detected. Also, projections of 
any evaluation of effectiveness to future periods are subject to the 
risk that controls may become inadequate because of changes in 
conditions or that the degree of compliance with the policies or 
procedures may deteriorate. 
Our management assessed the effectiveness of our internal 
control over financial reporting based on the criteria set forth by 
the Committee of Sponsoring Organizations of the Treadway 
Commission in the 2013 Internal Control – Integrated Framework. 
Based on this assessment, our management concluded that 
our internal control over financial reporting was effective as of 
September 28, 2024. During the quarter ended September 28, 
2024, there were no changes in our internal control over financial 
reporting that have materially affected, or are reasonably likely to 
materially affect, our internal control over financial reporting. 
Our independent registered public accounting firm has issued an 
audit report on the effectiveness of our internal control over financial 
reporting as of September 28, 2024, which appears below.

46
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART II
Item 9A Controls and Procedures
Report of Independent Registered Public Accounting Firm 
Internal Control Over Financial Reporting
Board of Directors and Shareholders
Insteel Industries Inc.
Opinion on internal control over financial 
reporting
We have audited the internal control over financial reporting 
of Insteel Industries Inc. (a North Carolina corporation) and 
subsidiaries (the “Company”) as of September 28, 2024, based 
on criteria established in the 2013 Internal Control—Integrated 
Framework issued by the Committee of Sponsoring Organizations 
of the Treadway Commission (“COSO”). In our opinion, the 
Company maintained, in all material respects, effective internal 
control over financial reporting as of September 28, 2024, based 
on criteria established in the 2013 Internal Control—Integrated 
Framework issued by COSO.
We also have audited, in accordance with the standards of the 
Public Company Accounting Oversight Board (United States) 
(“PCAOB”), the consolidated financial statements of the Company 
as of and for the year ended September 28, 2024, and our report 
dated October 24, 2024 expressed an unqualified opinion on 
those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining 
effective internal control over financial reporting and for its 
assessment of the effectiveness of internal control over financial 
reporting, included in the accompanying Management’s Report 
on Internal Control over Financial Reporting. Our responsibility is to 
express an opinion on the Company’s internal control over financial 
reporting based on our audit. We are a public accounting firm 
registered with the PCAOB and are required to be independent 
with respect to the Company in accordance with the U.S. federal 
securities laws and the applicable rules and regulations of the 
Securities and Exchange Commission and the PCAOB. 
We conducted our audit in accordance with the standards of the 
PCAOB. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether effective 
internal control over financial reporting was maintained in all 
material respects. Our audit included obtaining an understanding 
of internal control over financial reporting, assessing the risk that 
a material weakness exists, testing and evaluating the design 
and operating effectiveness of internal control based on the 
assessed risk, and performing such other procedures as we 
considered necessary in the circumstances. We believe that our 
audit provides a reasonable basis for our opinion.
Definition and limitations of internal control 
over financial reporting
A company’s internal control over financial reporting is a process 
designed to provide reasonable assurance regarding the 
reliability of financial reporting and the preparation of financial 
statements for external purposes in accordance with generally 
accepted accounting principles. A company’s internal control over 
financial reporting includes those policies and procedures that 
(1) pertain to the maintenance of records that, in reasonable detail, 
accurately and fairly reflect the transactions and dispositions of 
the assets of the company; (2) provide reasonable assurance that 
transactions are recorded as necessary to permit preparation 
of financial statements in accordance with generally accepted 
accounting principles, and that receipts and expenditures of the 
company are being made only in accordance with authorizations 
of management and directors of the company; and (3) provide 
reasonable assurance regarding prevention or timely detection 
of unauthorized acquisition, use, or disposition of the company’s 
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial 
reporting may not prevent or detect misstatements. Also, 
projections of any evaluation of effectiveness to future periods are 
subject to the risk that controls may become inadequate because 
of changes in conditions, or that the degree of compliance with 
the policies or procedures may deteriorate.
/s/ Grant Thornton LLP
Charlotte, North Carolina
October 24, 2024

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
47
PART II
 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 9B Other Information
Insider Adoption or Termination of Trading Arrangements
During the fiscal quarter ended September 28, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading 
arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
Item 9C Disclosure Regarding Foreign Jurisdictions that 
Prevent Inspections
Not applicable.

48
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART III
Item 10 Directors, Executive Officers and Corporate 
Governance
The information called for by this item and not presented herein 
appears under the captions “Item Number One: Election of 
Directors”, “Security Ownership of Directors and Executive 
Officers – Delinquent Section 16(a) Reports” and “Corporate 
Governance Guidelines and Board Matters” in our Proxy 
Statement for the 2025 Annual Meeting of Shareholders and is 
incorporated herein by reference. Information on executive officers 
appears under the caption “Information About Our Executive 
Officers” in Part I of this Annual Report.
We have adopted a Code of Business Conduct that applies to 
all directors, officers and employees, which is available on our 
website at https://investor.insteel.com. To the extent permissible 
under applicable law (the rules of the SEC or NYSE listing 
standards), we intend to satisfy the disclosure requirement under 
Item 5.05 of Form 8-K by posting on our website any amendment 
or waiver to a provision of our Code of Business Conduct that 
requires disclosure under applicable law (the rules of the SEC or 
NYSE listing standards). Our website does not constitute part of 
this Annual Report on Form 10-K.
Item 11 Executive Compensation
The information called for by this item appears under the captions “Executive Compensation”, “Compensation Committee Interlocks 
and Insider Participation” and “Director Compensation” in our Proxy Statement for the 2025 Annual Meeting of Shareholders and is 
incorporated herein by reference.
Item 12 Security Ownership of Certain Beneficial 
Owners and Management and Related 
Stockholder Matters
The information called for by this item appears under the captions “Security Ownership of Certain Beneficial Owners”, “Security 
Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in our Proxy Statement for the 2025 
Annual Meeting of Shareholders and is incorporated herein by reference.
Item 13 Certain Relationships and Related Transactions, 
and Director Independence
The information called for by this item appears under the captions “Certain Relationships and Related Person Transactions” and 
“Corporate Governance Guidelines and Board Matters” in our Proxy Statement for the 2025 Annual Meeting of Shareholders and is 
incorporated herein by reference.
Item 14 Principal Accounting Fees and Services
The information called for by this item appears under the caption “Item Number Three: Ratification of the Appointment of Grant Thornton 
LLP as our Independent Registered Public Accounting Firm” in our Proxy Statement for the 2025 Annual Meeting of Shareholders 
and is incorporated herein by reference.

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
49
PART IV
Item 15 Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
The financial statements as set forth under Item 8 are filed as part of this report.
(a)(2) Financial Statement Schedules
All other schedules have been omitted because they are either not required or not applicable.
(a)(3) Exhibits
The list of exhibits filed as part of this annual report is set forth on the Exhibit Index immediately preceding the signatures to this annual 
report and is incorporated herein by reference.
(b) Exhibits
See Exhibit Index on pages 50 and 51.
(c) Financial Statement Schedules
See Item 15(a)(2) above. 
Item 16 Form 10-K Summary
None.

50
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART IV
Exhibit Index
Exhibit Index
Exhibit  
Number
Description
3.1
Restated Articles of Incorporation for the Company (incorporated by reference to Exhibit 3.1 of the Company’s 
Registration Statement on Form S-1 filed on May 2, 1985).
3.2
Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference to 
Exhibit 3.1 of the Company’s Current Report on Form 8-K dated May 3, 1988).
3.3
Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference 
to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1999 filed on 
May 14, 1999).
3.4
Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference 
to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2010 filed on 
April 26, 2010).
3.5
Bylaws of the Company (as last amended August 15, 2023) (incorporated by reference to Exhibit 3.1 of the 
Company’s Current Report on Form 8-K filed on August 15, 2023).
4.1
Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K 
filed on October 25, 2019).
10.1
Third Amended and Restated Credit Agreement dated as of May 15, 2019, among Insteel Wire Products Company, 
as Borrower; Insteel Industries, Inc., as a Credit Party; and Wells Fargo Bank, as Agent and Lender (incorporated by 
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2019).
10.2
Guaranty and Second Amended and Restated Security Agreement dated as of May 15, 2019, among Insteel 
Industries, Inc., Insteel Wire Products Company, Intercontinental Metals Corporation, and Wells Fargo Bank, as 
administrative agent  (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed 
May 16, 2019).
10.3
First Amendment to Third Amended and Restated Credit Agreement dated as of March 15, 2023, among Insteel 
Wire Products Company, as Borrower; Insteel Industries, Inc., as Parent, and Wells Fargo Bank, N.A., as Agent and 
Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 17, 
2023). 
10.4*
Amended and Restated Change in Control Severance Agreement between Insteel Industries Inc. and H.O. Woltz III 
dated November 14, 2006.
10.5*
Amended and Restated Severance Agreement between Insteel Industries Inc. and H.O. Woltz III dated 
November 14, 2006.
10.6*
Form of Change in Control Severance Agreement between Insteel Industries Inc. and certain of its executive officers 
and schedule of all such agreements with current executive officers.
10.7*
Form of Retirement Security Agreement between Insteel Industries Inc. and certain of its executive officers and 
schedule of all such agreements with current executive officers.
10.8*
Summary of amendments to the Insteel Industries, Inc. Director Compensation Plan (incorporated by reference to 
exhibit 10.23 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2008 filed on 
November 18, 2008).
10.9*
Insteel Industries, Inc. Return on Capital Incentive Compensation Plan (as amended and restated effective 
August 12, 2008) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on 
February 13, 2009).
10.10*
2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by reference to Exhibit 99 filed with the Company’s 
Registration Statement on Form S-8, filed with the SEC on February 17, 2015 (File No. 333-202128)).
10.11*
Form of Stock Option Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by 
reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K filed on October 25, 2019).
10.12*
2019 Declaration of Amendment to 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by 
reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed on February 28, 2020 
(File No. 333-236744)).
10.13*
Form of Restricted Stock Unit Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. 
(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on 
March 21, 2022)

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
51
PART IV
Exhibit Index
Exhibit  
Number
Description
10.14*
Form of Stock Option Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by 
reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on March 21, 2022)
10.15*
Form of Stock Option Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc.
19.1
Insteel Industries Inc. Insider Trading Policy
21.1
List of Subsidiaries of Insteel Industries, Inc. at September 28, 2024.
23.1
Consent of Independent Registered Public Accounting Firm.
24.1
Powers of Attorney (included on the signature pages hereto).
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as 
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as 
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 
of the Sarbanes-Oxley Act of 2002.
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 
of the Sarbanes-Oxley Act of 2002.
97.1
Insteel Industries, Inc. Clawback Policy for Executive Officers (incorporated by reference to Exhibit 97.1 of the 
Company’s Annual Report on Form 10-K filed on October 26, 2023).
101
The following financial information from our Annual Report on Form 10-K for the fiscal year ended September 28, 
2024, filed on October 24, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: 
(i) the Consolidated Statements of Operations for the years ended September 28, 2024, September 30, 2023, and 
October 1, 2022, (ii) the Consolidated Statements of Comprehensive Income for the years ended September 28, 
2024, September 30, 2023, and October 1, 2022, (iii) the Consolidated Balance Sheets as of September 28, 2024, 
and September 30, 2023, (iv) the Consolidated Statements of Cash Flows for the years ended September 28, 2024, 
September 30, 2023 and October 1, 2022, (v) the Consolidated Statements of Shareholders’ Equity as of 
September 28, 2024, September 30, 2023, and October 1, 2022 and (vi) the Notes to Consolidated Financial 
Statements.
104
The cover page from our Annual Report on Form 10-K for the year ended September 28, 2024, filed October 24, 
2024, formatted in iXBRL (included in Exhibit 101).
* 
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
 
Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 1-09929.

52
INSTEEL INDUSTRIES INC.  ❘  Form 10-K
www.insteel.com
PART IV
Signatures
Signatures
 Pursuant to the requirements of Section 13 or 15(d) 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
By:
/S/ SCOT R. JAFROODI
Scot R. Jafroodi
Vice President, Chief Financial Officer and Treasurer
Date: October 24, 2024
Power of Attorney
 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and 
severally H.O. Woltz III, Scot R. Jafroodi and Elizabeth C. Southern, and each one of them, his or her attorneys-in-fact, each with the 
power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and 
to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 
hereby ratifying and confirming all that each said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done 
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on October 24, 2024 below by the 
following persons on behalf of the registrant and in the capacities indicated:
Name and Signature
Position(s)
/s/ H. O. WOLTZ III
H. O. WOLTZ III
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
/s/ SCOT R. JAFROODI
SCOT R. JAFROODI
Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/s/ ABNEY S. BOXLEY III
ABNEY S. BOXLEY III
Director
/s/ ANNE H. LLOYD
ANNE H. LLOYD
Director
/s/ W. ALLEN ROGERS II
W. ALLEN ROGERS II
Director
/s/ JON M. RUTH
JON M. RUTH
Director
/s/ JOSEPH A. RUTKOWSKI
JOSEPH A. RUTKOWSKI
Director
/s/ G. KENNEDY THOMPSON
G. KENNEDY THOMPSON
Director

INSTEEL INDUSTRIES INC.  ❘  Form 10-K
53
PART IV
Power of Attorney
Exhibit 21.1 List of Subsidiaries of Insteel Industries Inc.
The following is a list of our subsidiaries as of September 28, 2024, each of which is wholly-owned:
Name
State or Other Jurisdiction of Incorporation
Insteel Wire Products Company
North Carolina
Intercontinental Metals Corporation
North Carolina
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
We have issued our reports dated October 24, 2024 with respect to the consolidated financial statements and internal control over financial 
reporting included in the Annual Report of Insteel Industries Inc. on Form 10-K for the year ended September 28, 2024. We consent to 
the incorporation by reference of said reports in the Registration Statements of Insteel Industries Inc. on Forms S-8 (File No. 033-61889, 
File No. 033-61887, File No. 333-236744, File No. 333-48011, File No. 333-30934, File No. 333-123325, File No. 333-179670, and 
File No. 333-202128).
/s/ Grant Thornton LLP
Charlotte, North Carolina
October 24, 2024

Designed and published by www.labrador-company.com

Board of Directors
ABNEY S. BOXLEY, III (2,3)
Retired Executive Vice President 
Summit Materials, Inc.
BLAKE K. DOYLE(1)
Managing Director  
Chevy Chase Trust Company
ANNE H. LLOYD (1,2)
Retired Executive Vice President and  
Chief Financial Officer 
Martin Marietta Materials, Inc.
W. ALLEN ROGERS II (1,3)
Lead Independent Director
Retired Principal
Ewing Capital Partners, LLC
Partner
Peter Browning Partners, LLC
JON M. RUTH (2,3)
Retired Vice President
Cargill
JOSEPH A. RUTKOWSKI (2,3)
Retired Principal
Winyah Advisors LLC
G. KENNEDY THOMPSON (1,2)
Retired Partner
Aquiline Capital Partners LLC
H.O. WOLTZ III
Chairman, President and
Chief Executive Officer
Insteel Industries Inc.
(1)  Member of the Audit Committee
(2)   Member of the Executive Compensation 
Committee
(3)   Member of the Nominating and Governance 
Committee
Shareholder Information
CORPORATE HEADQUARTERS
1373 Boggs Drive
Mount Airy, North Carolina 27030
(336) 786-2141
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Grant Thornton LLP
Charlotte, North Carolina
ANNUAL MEETING
Insteel shareholders are invited to attend 
our annual meeting, which will be held on 
February 11, 2025 at 9:00 a.m. ET at the 
Cross Creek Country Club, 1129 Greenhill 
Road, Mount Airy, North Carolina 27030.
COMMON STOCK
Insteel’s common stock 
trades on the New York Stock 
Exchange under the symbol 
IIIN. As of October 22, 2024, 
there were 427 shareholders of record.
SHAREHOLDER SERVICES
For change of name, address or ownership 
of stock; to replace lost stock certificates; or 
to consolidate accounts, please contact:
Equiniti Trust Company, LLC 
Operations Center
6201 15th Avenue
Brooklyn, New York 11219
(800) 937-5449
https://equiniti.com/us/ast-access/
individuals/
INVESTOR RELATIONS
For information on Insteel, additional copies 
of this report or other financial information, 
contact Investor Relations at (336) 786-2141 
or investors@insteel.com. You may also 
visit the Investors section of our web site 
at http://investor.insteel.com.
Forward-Looking 
Statements
Any statements in this 2024 Annual Report 
that are not entirely historical in nature 
constitute forward-looking statements 
within the meaning of the safe harbor 
provisions of the Private Securities 
Litigation Reform Act of 1995. For important 
information regarding forward-looking 
statements, please read the “Cautionary 
Note Regarding Forward-Looking 
Statements” on page 4 of Insteel’s Annual 
Report on Form 10-K for the year ended 
September 28, 2024, which is included as 
part of this 2024 Annual Report.
IIIN
CORPORATE INFORMATION
	


H.O. WOLTZ III
Chairman, President and 
Chief Executive Officer
SCOT R. JAFROODI
Vice President, 
Chief Financial Officer and Treasurer
ELIZABETH C. SOUTHERN
Vice President Administration, 
Secretary and Chief Legal Officer
RICHARD T. WAGNER
Senior Vice President, 
Chief Operating Officer
JAMES R. YORK
Senior Vice President, 
Sourcing and Logistics

1373 Boggs Drive
Mount Airy, North Carolina 27O3O
www.insteel.com