SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox checked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Grant Richard N. Jr.

(Last) (First) (Middle)
C/O INTEST CORP
804 EAST GATE DR, SUITE 200

(Street)
MT. LAUREL NJ 08054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTEST CORP [ INTT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/16/2026 A 13,822(1) A $0 200,544 D
Common Stock 03/16/2026 A 13,822(2) A $0 214,366 D
Common Stock 03/18/2026 S(3) 1,636 D $14.279(4) 212,730 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $14.47 03/16/2026 A 23,365 (5) 03/15/2036 Common Stock 23,365 $0 23,365 D
Employee Stock Option (right to buy) $7.74 (6) 03/16/2035 Common Stock 2,327 2,327 D
Employee Stock Option (right to buy) $7.74 (6) 03/16/2035 Common Stock 43,384 43,384 D
Employee Stock Option (right to buy) $11.33 (7) 03/05/2034 Common Stock 30,536 30,536 D
Employee Stock Option (right to buy) $16.06 (8) 03/07/2033 Common Stock 16,988 16,988 D
Employee Stock Option (right to buy) $9.76 (9) 03/08/2032 Common Stock 25,692 25,692 D
Employee Stock Option (right to buy) $10.62 (9) 03/09/2031 Common Stock 112,000 112,000 D
Explanation of Responses:
1. 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.
2. 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 20,733.
3. Shares sold to satisfy tax withholding obligations in connection with the vesting of restricted stock. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 8, 2023.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.425, inclusive. The reporting person undertakes to provide InTest Corporation, any security holder of InTest Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. 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.
6. This option vests in four equal annual installments commencing on March 17, 2026.
7. This option vests in four equal annual installments commencing on March 6, 2025.
8. This option vests in four equal annual installments commencing on March 8, 2024.
9. This option is fully vested as of the date of this report.
/s/ Duncan Gilmour, Attorney-in-Fact for Richard N. Grant, Jr. 03/18/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Richard N. Grant, Jr.


Limited Power of Attorney for
Section 16 Reporting Obligations

Know all by these presents, that the undersigned hereby
makes, constitutes and appoints Duncan Gilmour as the
undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of
and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file any
and all forms including, without limitation, Forms 3, 4
and 5 (including any amendments thereto) with respect to
the securities of InTest Corporation, a Delaware corporation
(the "Company"), with the United States Securities and
Exchange Commission, any national securities exchanges
and the Company, as considered necessary or advisable under
Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, as amended from
time to time (the "Exchange Act");

(2) seek or obtain, as the undersigned's representative and
on the undersigned's behalf, information on transactions in
the Company's securities from any third party, including
brokers, employee benefit plan administrators and trustees,
and the undersigned hereby authorizes any such person to
release such information to the undersigned's representative
and approves and ratifies the release of such information; and

(3) perform any and all other acts which, in the discretion of
each attorney-in-fact, are necessary or desirable for and
on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Limited Power of Attorney authorizes, but does
not require, each attorney-in-fact to act in his or her
discretion on information provided to the attorney-in-fact
without independent verification of such information;

(2) any documents prepared and/or executed by any
attorney-in-fact on behalf of the undersigned pursuant
to this Limited Power of Attorney will be in such form and
will contain such information and disclosure as the
attorney-in-fact, in his or her discretion, deems necessary
or desirable;

(3) neither the Company nor any attorney-in-fact assumes
(i) any liability for the undersigned's responsibility
to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with
these requirements, or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b)
of the Exchange Act; and

(4) this Limited Power of Attorney does not relieve the
undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including,
without limitation, the reporting requirements under Section
16 of the Exchange Act.

The undersigned hereby gives and grants each attorney-in-fact
named in this Limited Power of Attorney full power and authority
to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the
undersigned might or could do if present, hereby ratifying all
that each attorney-in-fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.

This Limited Power of Attorney shall remain in effect until
the undersigned is no longer required to file forms under
Section 16(a) of the Exchange Act with respect to the
undersigned's holdings and transactions in securities issued
by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to each attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has signed this Limited
Power of Attorney this 13th day of March 2026.


/s/ Richard N. Grant, Jr.

Richard N. Grant, Jr.