McManus Joseph Richard Jr. 4

4 · INTEST CORP · Filed Mar 18, 2026

AI-generated summary of this filing

Updated Mar 19, 2026

INTEST (INTT) Division Pres‑Elect Joseph McManus Receives Awards

What Happened

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

Key Details

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

Context

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

Form 4

Period: 2026-03-16

Division Pres-Electronic Test

Transactions

Award
Common Stock
[F1]
2026-03-16+2,535→ 33,454 total
Award
Common Stock
[F2]
2026-03-16+2,535→ 35,989 total
Tax Payment
Common Stock
[F3]
2026-03-17$14.46/sh−296$4,280→ 35,693 total
Award
Employee Stock Option (right to buy)
[F4]
2026-03-16+4,284→ 4,284 total
Exercise: $14.47Exp: 2036-03-15→ Common Stock (4,284 underlying)

Holdings

Employee Stock Option (right to buy)
[F5]
Exercise: $7.74Exp: 2035-03-16→ Common Stock (2,006 underlying)
2,006
Employee Stock Option (right to buy)
[F5]
Exercise: $7.74Exp: 2035-03-16→ Common Stock (7,954 underlying)
7,954
Employee Stock Option (right to buy)
[F6]
Exercise: $11.33Exp: 2034-03-05→ Common Stock (5,600 underlying)
5,600
Employee Stock Option (right to buy)
[F7]
Exercise: $16.06Exp: 2033-03-07→ Common Stock (3,576 underlying)
3,576
Employee Stock Option (right to buy)
[F8]
Exercise: $8.14Exp: 2032-04-27→ Common Stock (13,880 underlying)
13,880
Employee Stock Option (right to buy)
[F9]
Exercise: $13.13Exp: 2031-04-27→ Common Stock (10,000 underlying)
10,000

Footnotes (9)

[F1]These restricted shares were granted pursuant to the InTest Corporation 2023 Stock Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3 and will vest in four equal annual installments commencing on March 16, 2027.
[F2]These performance-based restricted shares were granted pursuant to the Plan in a transaction exempt under Rule 16b-3 and will vest in March 2029 dependent upon certain performance criteria. The amount shown reflects the number of shares that will vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 3,803
[F3]These shares were withheld to cover tax withholding obligations on the vesting of restricted stock on March 17, 2026.
[F4]This option was granted pursuant to the Plan in a transaction exempt under Rule 16b-3 and will vest in four equal annual installments commencing on March 16, 2027.
[F5]This option vests in four equal annual installments commencing on March 17, 2026.
[F6]This option vests in four equal annual installments commencing on March 6, 2025.
[F7]This option vests in four equal annual installments commencing on March 8, 2024.
[F8]This option vests in four equal annual installments commencing on April 28, 2023.
[F9]This option is fully vested as of the date of this report.

Signature

/s/ Duncan Gilmour, Attorney-in-Fact for Joseph McManus|2026-03-18

2 files