CSW Industrials (CSW) CEO sells 1,500 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

CSW Industrials, Inc. Chairman, President & CEO Joseph B. Armes reported an open-market sale of 1,500 shares of common stock at a weighted average price of $279.5177 per share pursuant to a Rule 10b5-1 trading plan established on August 12, 2025. Following this sale, he directly holds 69,100 common shares.

In addition, Armes has indirect ownership of 3,219 common shares through an ESOP. He also holds equity awards that can convert into common stock, including 19,685 restricted stock units and multiple tranches of performance rights tied to relative total shareholder return versus the Russell 2000 Index over multi-year performance cycles.

Insider Trade Summary 10b5-1

Net Seller: 1,500 shares ($419,277)

Net Sell 7 txns

Insider Armes Joseph B

Role Chairman, President & CEO

Sold 1,500 shs ($419K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,500	$279.5177	$419K
holding	Performance Rights	--	--	--
holding	Performance Rights	--	--	--
holding	Performance Rights	--	--	--
holding	Performance Rights	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 69,100 shares (Direct, null); Performance Rights — 9,836 shares (Direct, null); Restricted Stock Units — 19,685 shares (Direct, null); Common Stock — 3,219 shares (Indirect, by ESOP)

Footnotes (1)

1. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 12, 2025. The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $278.14 to $280.115, 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. 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. 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. 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. 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. 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

Shares sold: 1,500 shares Sale price: $279.5177 per share Direct holdings after sale: 69,100 shares +4 more

7 metrics

Shares sold 1,500 shares Open-market sale of common stock on 2026-06-15

Sale price $279.5177 per share Weighted average sale price for 1,500-share transaction

Direct holdings after sale 69,100 shares Common stock directly owned by CEO following transaction

Indirect ESOP holdings 3,219 shares Common stock held indirectly through ESOP

Restricted stock units 19,685 underlying shares RSUs convertible into common stock at vesting

Performance rights tranche 9,186 underlying shares One performance-rights award with 0–250% vesting range

Additional performance rights 8,236; 8,004; 9,836 shares Three further performance-rights awards tied to TSR vs Russell 2000

Key Terms

Rule 10b5-1 trading plan, performance rights, restricted stock unit, relative total shareholder return, +1 more

5 terms

Rule 10b5-1 trading plan financial

"The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 12, 2025."

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 of the issuer's common stock at vesting."

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 of the issuer's common stock at vesting."

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 to the total shareholder return performance among the Russell 2000 Index"

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 financial

"in 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.

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Form 4 Insider Transactions: What Each Field Means →

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/15/2026		S(1)		1,500	D	$279.5177(2)	69,100	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	9,836		9,836	D
Performance Rights	(4)							(4)	(4)	Common Stock	8,004		8,004	D
Performance Rights	(5)							(5)	(5)	Common Stock	8,236		8,236	D
Performance Rights	(6)							(6)	(6)	Common Stock	9,186		9,186	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 August 12, 2025.

2. The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $278.14 to $280.115, 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. Armes	06/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

CSW Industrials reported that CEO Joseph B. Armes sold 1,500 shares of common stock in an open-market transaction. The trade was executed at a weighted average price of $279.5177 per share and was made under a pre-established Rule 10b5-1 trading plan.

At what price did the CSW Industrials (CSW) CEO sell his shares?

The CEO’s 1,500 CSW Industrials common shares were sold at a weighted average price of $279.5177 per share. According to the disclosure, the shares were sold in multiple trades between $278.14 and $280.115, with detailed price breakdowns available upon request.

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

After the sale, CEO Joseph B. Armes directly holds 69,100 CSW Industrials common shares. He also has indirect ownership of 3,219 common shares through an ESOP, in addition to various restricted stock units and performance rights linked to future vesting conditions.

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

Yes. The filing states the transaction was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on August 12, 2025. Such plans pre-schedule trades, indicating the timing of this sale was set in advance rather than decided opportunistically.

What restricted stock units does the CSW Industrials (CSW) CEO hold and how do they vest?

The CEO holds 19,685 restricted stock units, each representing a contingent right to one common share at vesting. Forty percent vest upon successful recruitment of a successor CEO after April 26, 2025, and the remaining 60% vest on the successor CEO’s first employment anniversary.

How are CSW Industrials (CSW) performance rights structured for the CEO?

Each performance right can convert into one share of common stock at vesting, with an exercise price of $0. They vest between 0% and up to 250% or 200% over three-year performance cycles, based on CSW Industrials’ relative total shareholder return versus the Russell 2000 Index.