CSW Insider Sale under 10b5-1; Significant Performance Rights and RSUs Remain

Rhea-AI Filing Summary

Joseph B. Armes, Chairman, President & CEO of CSW Industrials, executed a planned sale under a 10b5-1 trading plan, disposing of 1,000 shares of CSW common stock on 09/15/2025 at $250 per share. Following that transaction he directly beneficially owns 61,522 shares and 3,219 shares indirectly via an ESOP. The filing also discloses outstanding equity awards held directly: Performance Rights covering 8,004; 8,236; 12,422; and 18,372 common shares across multiple performance cycles, and 19,685 Restricted Stock Units with vesting tied to the appointment and first anniversary of a successor CEO. The sale was made under a 10b5-1 plan established 09/12/2024.

Positive

• Significant ongoing direct ownership: reporting person retains 61,522 shares after the sale
• Indirect ownership via ESOP: 3,219 shares reported, indicating additional alignment with employees/shareholders
• Performance-linked long-term incentives: multiple performance rights and 19,685 RSUs tie compensation to multi-year relative TSR and CEO succession milestones

Negative

• Insider sale reported: 1,000 shares disposed of on 09/15/2025 at $250 per share

Insights

Corporate Governance Expert

TL;DR: Insider sale was executed via a pre-established 10b5-1 plan; meaningful ongoing equity and long-term awards remain.

The filing shows a sale of 1,000 shares executed pursuant to a 10b5-1 plan, indicating the sale was pre-planned rather than opportunistic. The reporting person retains significant direct ownership (61,522 shares) and indirect ownership through an ESOP (3,219 shares). Substantial performance rights and restricted stock units remain outstanding, with multi-year performance cycles and vesting conditions tied to relative TSR versus the Russell 2000 and the hiring/tenure of a successor CEO. From a governance perspective, continued large equity exposure and performance-linked awards align management incentives with shareholders while the 10b5-1 disclosure supports procedural compliance.

Financial Analyst

TL;DR: Transaction is a routine insider sale under a trading plan; the executive still holds substantial equity and performance-based incentives.

The Form 4 reports a disposition of 1,000 shares at $250 under a plan established on 09/12/2024. Post-transaction direct beneficial ownership is 61,522 shares with additional indirect holdings via an ESOP. The executive holds multiple tranches of performance rights (totaling 47,034 shares across listed tranches) and 19,685 RSUs subject to specific vesting triggers. These awards create potential future dilution if settled in shares but also indicate alignment of payout to multi-year TSR performance versus Russell 2000 peers. No other transactions or cash exercises are reported.

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)
09/15/2025

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	09/15/2025		S(1)		1,000	D	$250	61,522	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	(2)							(2)	(2)	Common Stock	8,004		8,004	D
Performance Rights	(3)							(3)	(3)	Common Stock	8,236		8,236	D
Performance Rights	(4)							(4)	(4)	Common Stock	12,422		12,422	D
Performance Rights	(5)							(5)	(5)	Common Stock	18,372		18,372	D
Restricted Stock Units	(6)							(6)	(6)	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. 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.

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, 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.

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, 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.

5. 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 beginning April 1, 2021 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.

6. 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	09/16/2025
	** 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).
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FAQ

What insider transaction did CSW (CSW) report on Form 4?

The filing reports that Joseph B. Armes sold 1,000 shares of CSW common stock on 09/15/2025 at a price of $250 per share under a 10b5-1 trading plan.

How many CSW shares does the reporting person own after the transaction?

After the reported sale, the reporting person directly beneficially owns 61,522 shares and indirectly owns 3,219 shares through an ESOP.

What long-term equity awards does the CSW filing disclose for the reporting person?

The Form 4 discloses performance rights covering 8,004; 8,236; 12,422; and 18,372 shares and 19,685 Restricted Stock Units, each with specified performance cycles or vesting conditions.

Were the performance awards tied to specific metrics or events?

Yes. Performance rights vest based on relative total shareholder return versus the Russell 2000 over defined three-year cycles; RSUs vest based on the recruitment and first anniversary of a successor CEO.

Was the sale executed pursuant to a pre-established trading plan?

Yes. The sale was effected pursuant to a 10b5-1 trading plan established by the reporting person on 09/12/2024.