CSW Industrials CEO gifts 1,864 shares to foundation
CSW Industrials Chairman, President & CEO Joseph B. Armes reported a bona fide gift of 1,864 common shares to the Armes Family Foundation, a family charitable foundation in which he has no pecuniary interest and whose holdings he disclaims.
Rhea-AI Filing Summary
CSW Industrials Chairman, President & CEO Joseph B. Armes reported a bona fide gift of 1,864 common shares to the Armes Family Foundation, a family charitable foundation in which he has no pecuniary interest and whose holdings he disclaims. After the gift he holds 65,736 common shares directly and 3,219 shares indirectly through an ESOP, along with multiple performance-right awards tied to relative total shareholder return versus the Russell 2000 Index and 19,685 restricted stock units linked to recruitment and tenure of a successor CEO.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,864 shares gifted
Gift
7 txns
Insider
Armes Joseph B
Role
Chairman, President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Common Stock F1 | 1,864 | $0.00 | $0.00 |
| holding | Performance Rights F2 | -- | -- | -- |
| holding | Performance Rights F3 | -- | -- | -- |
| holding | Performance Rights F4 | -- | -- | -- |
| holding | Performance Rights F5 | -- | -- | -- |
| holding | Restricted Stock Units F6 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 65,736 shares (Direct);
Performance Rights — 35,262 contracts (Direct);
Restricted Stock Units — 19,685 contracts (Direct);
Common Stock — 3,219 shares (Indirect, by ESOP)
Footnotes (6)
- F1. Represents shares that were transferred by bona fide gift to the Armes Family Foundation, a family charitable foundation in which the reporting person has no pecuniary interest. Following the gift, the reporting person disclaims beneficial ownership of the securities held by the foundation.
- F2. 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.
- 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 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.
- 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, 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.
- 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 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.
- F6. 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.
Key Figures
Bona fide gift: 1,864 shares
Direct common shares: 65,736 shares
Indirect ESOP shares: 3,219 shares
+5 more
8 metrics
Bona fide gift
1,864 shares
Common stock gifted on 2026-08-03 to the Armes Family Foundation
Direct common shares
65,736 shares
Direct holdings of common stock after the 1,864-share gift
Indirect ESOP shares
3,219 shares
Common shares held indirectly by ESOP for the reporting person
Performance rights (2026–2029 cycle)
9,836 underlying shares
Three-year cycle April 1, 2026–March 31, 2029; vest 0%–250% based on relative TSR
Performance rights (2025–2028 cycle)
8,004 underlying shares
Three-year cycle April 1, 2025–March 31, 2028; vest 0%–200% based on relative TSR
Performance rights (2024–2027 cycle)
8,236 underlying shares
Three-year cycle April 1, 2024–March 31, 2027; vest 0%–200% based on relative TSR
Performance rights (2021–2027 cycle)
9,186 underlying shares
Performance cycle April 1, 2021–March 31, 2027; vest 0%–200% based on relative TSR
Restricted stock units
19,685 units
RSUs vest 40% after April 26, 2025 on hiring successor CEO; 60% after first employment anniversary
Key Terms
bona fide gift, performance rights, restricted stock units, relative total shareholder return, +2 more
6 terms
bona fide gift financial
"Represents shares that were transferred by bona fide gift to the Armes Family Foundation"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
performance rights financial
"Each performance right represents a contingent right to receive one share of 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.
restricted stock units financial
"Each restricted stock unit represents a contingent right to receive one share at vesting"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Russell 2000 Index financial
"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.
pecuniary interest financial
"a family charitable foundation in which the reporting person has no pecuniary interest"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did CSW (CSW) report for Joseph B. Armes?
Joseph B. Armes reported a bona fide gift of 1,864 common shares of CSW Industrials on 2026-08-03. The shares were transferred to the Armes Family Foundation, a family charitable foundation in which he has no pecuniary interest and whose holdings he disclaims.
What performance rights linked to CSW (CSW) stock does Armes have?
Armes holds performance rights linked to 9,836; 8,004; 8,236; and 9,186 underlying shares of common stock. Each right is a contingent right to one share, vesting between 0% and 200% or 250% over three-year cycles based on relative total shareholder return versus the Russell 2000 Index.
How are CSW (CSW) performance rights settled at vesting?
The performance rights may be settled, at the issuer’s discretion, in cash or shares of common stock upon vesting. Vesting levels depend on CSW Industrials’ relative total shareholder return versus the Russell 2000 Index over defined three-year performance cycles, ranging from 0% up to 200% or 250%.
What are the vesting conditions for CSW (CSW) restricted stock units held by Armes?
Armes holds 19,685 restricted stock units, each a contingent right to one share. 40% vest no earlier than April 26, 2025 upon successful recruitment and hiring of a successor CEO; the remaining 60% vest upon the successor CEO’s successful first employment anniversary.
Was the CSW (CSW) insider gift made under a Rule 10b5-1 trading plan?
The report leaves the Rule 10b5-1 checkbox unchecked, indicating the 1,864-share gift was not executed under a pre-arranged Rule 10b5-1 trading plan. It is reported instead as a bona fide charitable transfer to the Armes Family Foundation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
