Form 4: INTRUSION CTO Disposes Shares for Tax Withholding

Intrusion Inc.'s Chief Technology Officer, T. Joe Head, disposed of 11,085 shares of common stock to cover tax obligations related to restricted stock unit vesting.

Summary

• T. Joe Head, Chief Technology Officer of Intrusion Inc. (INTZ), reported a transaction on January 22, 2026.
• 11,085 shares of common stock were disposed of at a price of $1.3 per share.
• This disposition was specifically to satisfy minimum statutory tax withholding requirements upon the vesting of restricted stock units.
• Following this transaction, T. Joe Head beneficially owns 72,556 shares of Intrusion Inc. common stock directly.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating it was pre-scheduled.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While shares were disposed of, it was for tax purposes related to RSU vesting, a non-discretionary event often pre-planned. The officer still retains a significant holding, suggesting continued alignment with shareholder interests.

Positives

• The disposition was for tax withholding purposes related to restricted stock unit vesting, which is a non-discretionary event.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-planned and transparent approach to equity management.
• T. Joe Head retains a significant beneficial ownership of 72,556 shares, demonstrating continued alignment with shareholder interests.

Negatives

• A reduction in direct beneficial ownership, even if for tax purposes.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, as it pertains solely to an insider ownership change.

Management Comments

• Shares were withheld by the Registrant to satisfy the minimum statutory tax withholding requirements on vesting of restricted stock units.

Industry Context

This type of transaction, involving the disposition of shares for tax withholding upon the vesting of restricted stock units, is a routine and common occurrence for executives receiving equity compensation across various industries. The execution under a Rule 10b5-1 plan further indicates a standard, pre-planned approach to managing insider equity holdings.

Comparison to Industry Standards

• The disposition of shares for tax withholding on RSU vesting is a standard practice in executive compensation across publicly traded companies, aligning with typical industry compensation structures.
• The use of a Rule 10b5-1 plan for this transaction is a best practice in corporate governance, demonstrating adherence to insider trading regulations and enhancing transparency, comparable to practices at leading companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal impact, as the transaction is routine for tax purposes and not indicative of a change in management's sentiment or company fundamentals.
• Employees: No direct impact mentioned, but it reflects standard equity compensation practices for executives.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary disposition of shares by a Chief Technology Officer for tax withholding purposes upon the vesting of restricted stock units. Such transactions, especially when conducted under a Rule 10b5-1 plan, are common and generally do not signal a change in management's outlook or a fundamental shift in the company's prospects. The officer retains a substantial holding, indicating continued alignment. Therefore, this filing alone does not warrant a change in investment thesis, leading to a 'hold' recommendation.

Keywords

Intrusion Inc, INTZ, Form 4, Insider Trading, T. Joe Head, Chief Technology Officer, Stock Disposition, Tax Withholding, Restricted Stock Units, RSU Vesting, Beneficial Ownership