Csw Industrials Inc SEC Filings

CSW Industrials (CSW) closed the acquisition of MARS Parts for $650 million in cash, with an additional earn-out of up to $20 million tied to gross sales targets for select products in the year after closing. The deal includes Dusk Acquisition Corporation and two subsidiaries, and excludes the MARS equipment business.

To fund the purchase and support ongoing needs, the company entered a Fourth Amended and Restated Credit Agreement featuring a $700 million revolving credit facility with maturity extended to five years after closing, and a new $600 million senior secured Term Loan A maturing on the same timeline. Initial interest margins are 1.75% for benchmark-rate loans and 0.75% for base-rate loans; unused RCF commitments carry a 0.25% fee. The TLA amortizes 1.25% of original principal quarterly, with the remainder due at maturity.

The agreement includes customary covenants and financial tests: a maximum consolidated net leverage ratio of 3.50x (up to 4.00x for six quarters after qualifying acquisitions) and a minimum consolidated interest coverage ratio of 3.00x.

CSW Industrials (CSW) reported an insider transaction by its Chairman, President & CEO, who is also a Director. On 10/30/2025, the reporting person sold 1,000 shares of common stock at $250 per share under a pre‑arranged Rule 10b5‑1 trading plan. Following the sale, the filer beneficially owns 66,493 shares directly and 3,219 shares indirectly through an ESOP.

The filer also reports equity awards: performance rights covering 8,004, 8,236, 12,422, and 18,372 shares that vest based on relative total shareholder return over performance cycles ending March 31, 2026–2028, and 19,685 restricted stock units that vest upon the recruitment and first employment anniversary of a successor CEO, as specified.

CSW Industrial, Inc. filed a Form 144 notice for a proposed sale of 1,000 common shares through Northern Trust Securities on NASDAQ, with an approximate sale date of 10/30/2025. The shares were acquired on 10/01/2024 via vesting under a long-term compensation incentive plan. The filing lists 16,686,708 shares outstanding.

Over the past three months, the same seller reported two sales of 1,000 shares each, with gross proceeds of $259,308.30 on 08/15/2025 and $250,000.00 on 09/15/2025.

CSW Industrials furnished an update on its business by announcing financial results for the fiscal second quarter ended September 30, 2025. The details are provided in a press release attached as Exhibit 99.1.

The information was furnished under Item 2.02 and is not deemed filed, is not subject to Section 18 liabilities, and is not incorporated by reference into other filings unless expressly stated.

CSW Industrials (CSW) reported stronger quarterly results. For the three months ended September 30, 2025, net revenues rose to $276.9 million from $227.9 million a year ago, and diluted EPS increased to $2.41 from $2.26. Net income attributable to the company was $40.7 million versus $36.1 million last year. Gross profit reached $119.2 million, with operating income of $56.8 million.

Growth was led by Contractor Solutions at $206.3 million, with Specialized Reliability Solutions at $38.8 million and Engineered Building Solutions at $31.9 million. The Aspen Manufacturing acquisition contributed meaningfully, generating $84.5 million of net revenue and $17.3 million of pre‑tax income from May 1 to September 30, 2025.

On the balance sheet, cash was $31.5 million and long‑term debt was $60.0 million, supported by a $700 million revolving credit facility maturing in 2030. Operating cash flow was $122.5 million in the first half, while investing cash outflows of $331.4 million were driven by $325.5 million for acquisitions. The company repurchased 72,911 shares for $18.3 million in the quarter and declared a $0.27 per share dividend payable November 14, 2025 to holders of record on October 31, 2025. As of October 27, 2025, 16,686,708 common shares were outstanding.

BlackRock, Inc. filed a Schedule 13G/A reporting beneficial ownership of 2,340,423 shares of CSW Industrials common stock, representing 13.9% of the class as of 09/30/2025.

BlackRock reports sole voting power over 2,312,215 shares and sole dispositive power over 2,340,423 shares, with no shared voting or dispositive power. Item 6 notes that iShares Core S&P Small-Cap ETF has an interest in CSW Industrials common stock of more than five percent. The securities are held in the ordinary course and not for the purpose of changing or influencing control.

Danielle Garde, identified as SVP, Chief People Officer of CSW INDUSTRIALS, INC. (CSW), reported two transactions dated 10/01/2025. The reporting person was granted 1,003 shares of restricted common stock at a $0 price under the issuer's 2024 Equity and Incentive Compensation Plan; those restricted shares vest ratably over three years on each annual anniversary of the grant. The same date shows a disposition of 299 common shares at a reported price of $252.2 per share. After the reported grant, beneficial ownership was 4,081 shares and following the sale it was 3,782 shares. The Form 4 was signed by an attorney in fact on 10/03/2025.

CSW Industrials, Inc. reporting person James E. Perry, EVP and CFO, reported transactions on 10/01/2025. He was granted 1,728 shares of restricted common stock under the companys 2024 Equity and Incentive Compensation Plan at a $0 price; those shares vest ratably over three years on each annual anniversary. The filing also shows a sale/disposition of 977 shares at $252.20, leaving 25,929 shares beneficially owned after the reported sale and 26,906 shares after the grant (direct ownership).

Don Sullivan, listed as EVP, Chief Strategy Officer of CSW Industrials, Inc. (CSW), reported insider transactions dated 10/01/2025. The filing shows an award of 760 restricted shares (Code V) granted at $0, bringing his beneficial ownership to 23,401 shares following the grant. The filing also reports a disposition (Code F) of 1,069 shares at a reported price of $252.2, leaving 22,332 shares owned after the sale. The restricted shares were granted under the issuer's 2024 Equity and Incentive Compensation Plan and vest ratably over three years on each annual anniversary of the grant. The form is signed by an attorney-in-fact on 10/03/2025.