inTEST (INTT) CEO gets 300,000 share performance option grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
INTEST CORP President and CEO Richard B. Rogoff received a grant of stock options for 300,000 shares of common stock at an exercise price of $13.65 per share. The options expire on March 31, 2036 and were granted under the inTEST Corporation 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3.
According to the footnotes, this option will vest on the third anniversary of the grant date if the volume weighted average price of the common stock over the final 20 consecutive trading days before that date exceeds specified prices. Rogoff also holds 3,030 restricted stock units that convert one-for-one into common stock and vest in equal installments on March 17, 2027, 2028 and 2029, along with several prior option grants and 12,152 shares of common stock held directly.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Rogoff Richard B.
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to Buy) | 300,000 | $0.00 | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 300,000 shares (Direct);
Restricted Stock Units — 3,030 shares (Direct);
Common Stock — 12,152 shares (Direct)
Footnotes (1)
- This option was granted pursuant to the InTest Corporation 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3, and will vest on the third anniversary of the grant date (the "Vesting Date") if the volume weighted average price of the company's common stock over the final 20 consecutive trading days preceding the Vesting Date exceeds specified prices. These restricted stock units, which convert into common stock on a one-for-one basis, will vest in equal installments on each of March 17, 2027, March 17, 2028 and March 17, 2029. This option vests in four equal annual installments commencing on March 16, 2027. This option vests in four equal annual installments commencing on March 17, 2026. This option vests in four equal annual installments commencing on March 6, 2025. This option vests in four equal annual installments commencing on March 8, 2024. This option vests in four equal annual installments commencing on April 28, 2023.
Key Figures
New option grant: 300,000 shares at $13.65
RSUs outstanding: 3,030 units
Direct common shares: 12,152 shares
+5 more
8 metrics
New option grant
300,000 shares at $13.65
Stock Option (Right to Buy) granted 2026-03-31, expires 2036-03-31
RSUs outstanding
3,030 units
Restricted Stock Units converting 1:1 to common stock
Direct common shares
12,152 shares
Common Stock directly owned after transactions
Option block at $14.47
3,895 underlying shares
Stock Option expiring 2036-03-15
Option block at $7.74
13,565 underlying shares
Stock Options expiring 2035-03-17
Option block at $11.33
9,496 underlying shares
Stock Option expiring 2034-03-05
Option block at $16.06
6,504 underlying shares
Stock Option expiring 2033-03-07
Option block at $8.14
13,084 underlying shares
Stock Option expiring 2032-04-27
Key Terms
Restricted Stock Units, Rule 16b-3, volume weighted average price, Stock Option (Right to Buy, +1 more
5 terms
Restricted Stock Units financial
"These restricted stock units, which convert into common stock on a one-for-one basis, will vest in equal installments"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 16b-3 regulatory
"This option was granted pursuant to the InTest Corporation 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
volume weighted average price financial
"if the volume weighted average price of the company's common stock over the final 20 consecutive trading days"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Stock Option (Right to Buy financial
"security_title": "Stock Option (Right to Buy)"
vesting financial
"This option vests in four equal annual installments commencing on March 16, 2027."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
FAQ
What did inTEST (INTT) CEO Richard Rogoff report in this Form 4?
Richard B. Rogoff reported receiving a stock option grant for 300,000 shares of inTEST common stock at an exercise price of $13.65 per share. The filing also updates his existing holdings of options, restricted stock units, and directly owned common shares.
What are the key terms of the 300,000 inTEST (INTT) stock options?
The new grant gives Rogoff the right to buy 300,000 shares of inTEST common stock at $13.65 per share, expiring on March 31, 2036. Vesting occurs on the third anniversary only if share price performance conditions are met.
How do the performance conditions work for Rogoff’s new inTEST (INTT) options?
The option vests on the third anniversary of the grant if the volume weighted average price of inTEST common stock over the final 20 consecutive trading days before that date exceeds specified price thresholds, making the award performance-based rather than time-based only.
What restricted stock units does the inTEST (INTT) CEO hold after this filing?
Rogoff holds 3,030 restricted stock units that convert into inTEST common stock on a one-for-one basis. These RSUs vest in equal installments on March 17, 2027, March 17, 2028 and March 17, 2029, providing staggered future share delivery.
What other stock options are outstanding for the inTEST (INTT) CEO?
In addition to the new grant, Rogoff has several prior stock option positions with exercise prices of $7.74, $8.14, $11.33, $14.47 and $16.06, covering various share amounts and expiring between 2032 and 2036, vesting in annual installments.