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CSW Industrials CEO sells 1,500 shares avg $289.58

CSW Industrials’ CEO executed a 1,500-share sale under a Rule 10b5-1 plan while retaining significant direct, indirect, and equity-award-based exposure to CSW common stock.

(High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

CSW INDUSTRIALS, INC. (CSW) reported that Chairman, President & CEO Joseph B. Armes sold 1,500 shares of common stock on September 15, 2026 in a sale reported as occurring in the open market or a private transaction at a weighted average price of $289.584 per share, with individual trades ranging from $288.145 to $290.35, pursuant to a Rule 10b5-1 trading plan established on August 12, 2025. Following this sale, he held 62,736 shares of common stock directly and 3,219 shares indirectly through an ESOP, plus multiple outstanding equity awards, including performance rights over 9,836, 8,004, 8,236 and 9,186 underlying shares and 19,685 restricted stock units that may settle in cash or common stock based on future vesting conditions linked to relative total shareholder return and the recruitment and tenure of a successor Chief Executive Officer.

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Insider Armes Joseph B
Role Chairman, President & CEO
Sold 1,500 shs ($434K)
Type Security Shares Price Value
Sale Common Stock F1, F2 1,500 $289.584 $434K
holding Performance Rights F3 -- -- --
holding Performance Rights F4 -- -- --
holding Performance Rights F5 -- -- --
holding Performance Rights F6 -- -- --
holding Restricted Stock Units F7 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 62,736 shares (Direct); Performance Rights — 35,262 contracts (Direct); Restricted Stock Units — 19,685 contracts (Direct); Common Stock — 3,219 shares (Indirect, by ESOP)
Footnotes (7)
  1. F1. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 12, 2025.
  2. F2. The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $288.145 to $290.35, 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. F3. 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 250% during a three-year performance cycle beginning on April 1, 2026 and ending on March 31, 2029 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. F4. 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.
  5. F5. 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.
  6. F6. 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 performance cycle beginning April 1, 2021 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.
  7. F7. 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 no earlier than April 26, 2025 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.
Shares sold 1,500 shares Sale of CSW common stock on September 15, 2026
Weighted average sale price $289.584 per share Common stock sale on September 15, 2026
Sale price range $288.145–$290.35 per share Range of prices for the 1,500 shares sold
Direct common stock holdings after sale 62,736 shares Direct CSW holdings reported following the transaction
Indirect ESOP holdings 3,219 shares Common stock held indirectly by ESOP
Performance rights underlying shares (grant 1) 9,836 shares Performance rights beginning April 1, 2026
Performance rights underlying shares (grant 2–4) 8,004; 8,236; 9,186 shares Additional performance rights grants with earlier cycles
Restricted stock units underlying shares 19,685 shares RSUs linked to successor CEO recruitment and first anniversary
Rule 10b5-1 trading plan regulatory
"The transaction reported was effected pursuant to a 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
performance rights financial
"Each performance right represents a contingent right to receive one share"
Performance rights are conditional awards that give employees or executives the promise of receiving company shares or cash only if the business meets specific targets or survives for a set period. They work like a bonus you only get when certain goals are hit, so they matter to investors because they can increase the number of shares outstanding (dilution), signal management’s incentives and confidence in future results, and affect per-share earnings and valuation.
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
relative total shareholder return financial
"based on the issuer's relative total shareholder return in comparison"
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
Russell 2000 Index market
"comparison to the total shareholder return performance among the Russell 2000 Index"
A stock-market benchmark that tracks about 2,000 small-cap U.S. companies, the Russell 2000 gives a snapshot of how smaller publicly traded firms are performing. Investors use it like a thermometer or yardstick for the small-company segment of the market—funds and portfolio managers compare returns to it, and its movements can signal changes in economic risk appetite or growth expectations; it is weighted so larger small companies have a bigger influence on the index.
ESOP financial
"Common Stock held indirectly by ESOP"
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CSW’s CEO Joseph B. Armes report on this Form 4 for CSW?

He reported a sale of 1,500 shares of CSW common stock on September 15, 2026, executed as a sale in the open market or a private transaction under a Rule 10b5-1 trading plan adopted on August 12, 2025.

At what prices were the CSW shares sold in this Form 4 transaction?

The Form 4 reports a weighted average sale price of $289.584 per share. Footnotes state the shares were sold in multiple transactions at prices ranging from $288.145 to $290.35 per share.

How many CSW shares does the CEO hold after the reported sale?

After the sale, Joseph B. Armes held 62,736 shares of CSW common stock directly and 3,219 shares indirectly through an ESOP, as reported in the Form 4 holdings entries.

What equity awards linked to CSW common stock does the CEO still hold?

He holds performance rights over 9,836, 8,004, 8,236, and 9,186 underlying CSW shares, plus 19,685 restricted stock units, each representing a contingent right to receive one share of CSW common stock at vesting.

How do the CSW performance rights for the CEO vest?

Each performance right represents a contingent right to receive one CSW share. They vest between 0% and 200–250% over three-year performance cycles beginning April 1 of 2021, 2024, 2025, or 2026, based on relative total shareholder return versus the Russell 2000 Index.

What are the vesting conditions for the CEO’s restricted stock units in CSW?

Each restricted stock unit represents a contingent right to receive one CSW share. 40% vest no earlier than April 26, 2025 upon successful recruitment and hiring of a successor CEO, and the remaining 60% vest upon that successor CEO’s successful first employment anniversary.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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 TEXAS 75240-1007

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CSW INDUSTRIALS, INC. [ CSW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman, President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/15/2026S(1)1,500D$289.584(2)62,736D
Common Stock3,219Iby 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Rights(3) (3) (3)Common Stock9,8369,836D
Performance Rights(4) (4) (4)Common Stock8,0048,004D
Performance Rights(5) (5) (5)Common Stock8,2368,236D
Performance Rights(6) (6) (6)Common Stock9,1869,186D
Restricted Stock Units(7) (7) (7)Common Stock19,68519,685D
Explanation of Responses:
1. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 12, 2025.
2. The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $288.145 to $290.35, 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 250% during a three-year performance cycle beginning on April 1, 2026 and ending on March 31, 2029 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, 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.
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, 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.
6. 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 performance cycle beginning April 1, 2021 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.
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 no earlier than April 26, 2025 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. Armes09/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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