Goodrich Michael F. 4

4 · INTEST CORP · Filed Mar 18, 2026

AI-generated summary of this filing

Updated Mar 19, 2026

INTEST (INTT) Michael Goodrich Receives Restricted Shares

What Happened

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

Key Details

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

Context

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

Form 4

Period: 2026-03-16

Division Pres-Process Tech

Transactions

Award
Common Stock
[F1]
2026-03-16+1,843→ 21,528 total
Award
Common Stock
[F2]
2026-03-16+1,843→ 23,371 total
Tax Payment
Common Stock
[F3]
2026-03-17$14.46/sh−216$3,123→ 23,155 total
Award
Employee Stock Option (right to buy)
[F4]
2026-03-16+3,116→ 3,116 total
Exercise: $14.47Exp: 2036-03-15→ Common Stock (3,116 underlying)

Holdings

Employee Stock Option (right to buy)
[F5]
Exercise: $7.74Exp: 2035-03-16→ Common Stock (1,172 underlying)
1,172
Employee Stock Option (right to buy)
[F5]
Exercise: $7.74Exp: 2035-03-16→ Common Stock (5,785 underlying)
5,785
Employee Stock Option (right to buy)
[F6]
Exercise: $11.33Exp: 2034-03-05→ Common Stock (4,068 underlying)
4,068

Footnotes (6)

[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 2,765.
[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.

Signature

/s/ Duncan Gilmour, Attorney-in-Fact for Michael F. Goodrich|2026-03-18

2 files