CSW INDUSTRIALS, INC. (CSW) SVP settles performance rights, withholds shares for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
CSW INDUSTRIALS, INC. senior vice president Jeff Underwood reported the vesting and settlement of performance-based equity awards. He exercised 1,097 performance rights into an equal number of common shares and received an additional 2,127 common shares tied to the award’s performance terms.
To cover tax obligations, 851 common shares were withheld at a price of $260.34 per share rather than sold in the open market. After these transactions, Underwood directly holds 7,129 common shares, with a further 934 shares held indirectly through an ESOP. The performance rights, plus 18 dividend equivalent units, vested at 190.7% of the target award based on relative total shareholder return versus the Russell 2000 Index over a three-year period ending March 31, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,097 shares exercised/converted
Mixed
4 txns
Insider
UNDERWOOD JEFF
Role
SVP, GM Contractor Solutions
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Rights | 1,097 | $0.00 | -- |
| Exercise | Common Stock | 2,127 | $0.00 | -- |
| Tax Withholding | Common Stock | 851 | $260.34 | $222K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Performance Rights — 0 shares (Direct);
Common Stock — 7,980 shares (Direct);
Common Stock — 934 shares (Indirect, by ESOP)
Footnotes (1)
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Key Figures
Performance rights exercised: 1,097 rights/shares
Common shares from award: 2,127 shares
Tax-withheld shares: 851 shares at $260.34
+5 more
8 metrics
Performance rights exercised
1,097 rights/shares
Performance rights converted to common stock on April 2, 2026
Common shares from award
2,127 shares
Common stock received in connection with performance award settlement
Tax-withheld shares
851 shares at $260.34
Shares withheld to pay tax liability on April 2, 2026
Direct holdings post-transaction
7,129 shares
Common stock directly owned after reported transactions
Indirect ESOP holdings
934 shares
Common stock held indirectly by ESOP after transactions
Vesting performance level
190.7% of target
Payout level for performance rights and 18 dividend equivalent units
Performance cycle end date
March 31, 2026
End of three-year relative total shareholder return performance period
Dividend equivalent units
18 units
Units vesting alongside performance rights at 190.7% of target
Key Terms
Performance Rights, dividend equivalent units, relative total shareholder return, Russell 2000 Index, +2 more
6 terms
Performance Rights financial
"Each performance right represented a contingent right to receive one share of the issuer's common stock"
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.
dividend equivalent units financial
"The performance rights, along with 18 dividend equivalent units, vested at 190.7% of the target award amount"
Russell 2000 Index financial
"comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle"
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
"nature_of_ownership": "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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
FAQ
What did CSW (CSW) executive Jeff Underwood report in this Form 4?
Jeff Underwood reported vesting of performance-based equity awards. He exercised 1,097 performance rights into common stock and received 2,127 additional common shares, reflecting above-target performance, with part of the award settled through tax withholding of shares.
How were CSW (CSW) performance rights structured in Jeff Underwood’s award?
Each performance right provided a contingent right to receive one share of CSW common stock at vesting. The award’s payout depended on relative total shareholder return over three years versus the Russell 2000 Index, with the potential to vest between 0% and 200% of target.
What performance outcome did CSW (CSW) achieve for these performance rights?
The performance rights and 18 dividend equivalent units vested at 190.7% of the target award amount. This vesting outcome was based on CSW’s relative total shareholder return over a three-year cycle ending March 31, 2026, compared to the Russell 2000 Index.
Are there remaining derivative awards for Jeff Underwood after this CSW (CSW) filing?
The filing’s derivative section shows no remaining derivative holdings after this transaction, indicating the reported performance rights were fully settled. Reported post-transaction holdings now consist of common stock directly and indirectly held, rather than outstanding derivative awards.