CSW Industrials (CSW) CEO sells 1,000 shares under 10b5-1 stock sale

Rhea-AI Filing Summary

CSW Industrials Chairman, President & CEO Joseph B. Armes reported a planned stock sale and updated equity holdings. On January 15, 2026, he sold 1,000 shares of CSW Industrials common stock at a weighted average price of $328.64 per share under a pre-established Rule 10b5-1 trading plan. The shares were sold in multiple trades at prices ranging from $324.04 to $333.26 per share.

Following the sale, Armes directly beneficially owns 62,526 common shares and indirectly owns 3,219 shares through an ESOP. He also holds several blocks of performance rights, each representing a contingent right to one share of common stock, totaling 8,004, 8,236, 12,422, and 18,372 underlying shares. These performance rights vest between 0% and 200% over performance cycles tied to CSW Industrials’ relative total shareholder return versus the Russell 2000 Index. In addition, he holds 19,685 restricted stock units that vest based on the successful recruitment and first-year employment of a successor Chief Executive Officer.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Armes Joseph B

(Last) (First) (Middle)

5420 LYNDON B JOHNSON FWY

STE. 500

(Street)

DALLAS TX 75240-1007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CSW INDUSTRIALS, INC. [ CSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	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	01/15/2026		S(1)		1,000	D	$328.64(2)	62,526	D
Common Stock								3,219	I	by ESOP

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
Performance Rights	(3)							(3)	(3)	Common Stock	8,004		8,004	D
Performance Rights	(4)							(4)	(4)	Common Stock	8,236		8,236	D
Performance Rights	(5)							(5)	(5)	Common Stock	12,422		12,422	D
Performance Rights	(6)							(6)	(6)	Common Stock	18,372		18,372	D
Restricted Stock Units	(7)							(7)	(7)	Common Stock	19,685		19,685	D

Explanation of Responses:

1. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on September 12, 2024.

2. The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $324.04 to $333.26, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer 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.

3. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2025, and ending on March 31, 2028, based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

4. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2024, and ending on March 31, 2027, based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

5. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2023, and ending on March 31, 2026, based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

6. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest in two equal amounts, at a rate between 0% and 200%, during two performance cycles ending on each of March 31, 2026, and 2027 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

7. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting. 40% of the restricted stock units vest upon the successful recruitment and hiring of a successor Chief Executive Officer; the remaining 60% vest upon the successful first employment anniversary of a successor Chief Executive Officer.

Remarks:

	/s/ Luke E. Alverson, Attorney-in-Fact for Joseph B. Armes	01/16/2026
	** 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.

FAQ

What insider transaction did CSW (CSW) report for Joseph B. Armes?

CSW Industrials reported that Chairman, President & CEO Joseph B. Armes sold 1,000 shares of common stock on January 15, 2026. The sale was reported as a disposition of non-derivative securities on a Form 4.

Was the CSW Industrials insider sale made under a Rule 10b5-1 plan?

Yes. The filing states that the transaction was effected pursuant to a Rule 10b5-1 trading plan that Armes established on September 12, 2024, indicating it was a pre-arranged sale rather than a discretionary trade at the time of execution.

At what prices did Joseph B. Armes sell his CSW Industrials shares?

The Form 4 reports a weighted average sale price of $328.64 per share. The 1,000 shares were sold in multiple transactions at prices ranging from $324.04 to $333.26 per share, inclusive.

How many CSW Industrials shares does Joseph B. Armes own after the reported sale?

After the reported transaction, Armes directly beneficially owns 62,526 shares of CSW Industrials common stock and indirectly owns 3,219 shares through an ESOP, as disclosed in the ownership table.

What performance-based equity awards does the CSW Industrials CEO hold?

Armes holds multiple performance rights, each representing a contingent right to one share of common stock, with 8,004, 8,236, 12,422, and 18,372 underlying shares. These vest at 0% to 200% over three-year performance cycles tied to CSW Industrials’ relative total shareholder return versus the Russell 2000 Index, and may be settled in cash or shares at the company’s discretion.

What are the vesting conditions for the restricted stock units held by the CSW Industrials CEO?

The Form 4 explains that each restricted stock unit represents a contingent right to one share of common stock, and Armes holds 19,685 RSUs. 40% vest upon the successful recruitment and hiring of a successor Chief Executive Officer, and the remaining 60% vest upon that successor CEO’s first employment anniversary.