[Form 4] CSW INDUSTRIALS, INC. Insider Trading Activity

Rhea-AI Filing Summary

CSW Industrials (CSW) reported an insider transaction by its Chairman, President & CEO, who is also a Director. On 10/30/2025, the reporting person sold 1,000 shares of common stock at $250 per share under a pre‑arranged Rule 10b5‑1 trading plan. Following the sale, the filer beneficially owns 66,493 shares directly and 3,219 shares indirectly through an ESOP.

The filer also reports equity awards: performance rights covering 8,004, 8,236, 12,422, and 18,372 shares that vest based on relative total shareholder return over performance cycles ending March 31, 2026–2028, and 19,685 restricted stock units that vest upon the recruitment and first employment anniversary of a successor CEO, as specified.

Insights

Equity governance analyst

Routine Form 4: small 10b5‑1 sale; sizable awards outstanding.

The CEO and Director of CSW Industrials reported an open‑market sale coded “S” of 1,000 shares at $250 on 10/30/2025 pursuant to a Rule 10b5‑1 plan. After the trade, direct beneficial ownership stands at 66,493 shares, with 3,219 shares held indirectly via an ESOP.

Derivative holdings include performance rights tied to relative total shareholder return versus the Russell 2000 over cycles ending on Mar 31, 2026–2028 (blocks of 8,004, 8,236, 12,422, 18,372 shares) and 19,685 RSUs that vest upon milestones related to recruiting and the first employment anniversary of a successor CEO. Settlement may be in cash or shares at the issuer’s discretion.

As a routine insider filing, market impact is typically limited; actual effects depend on future vesting outcomes and holder decisions.

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).

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)
10/30/2025

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	10/30/2025		S(1)		1,000	D	$250	66,493	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 three equal amounts, at a rate between 0% and 200%, during three performance cycles 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 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	10/31/2025
	** 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).
** 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.

FAQ

What insider transaction did CSW (CSW) report?

The CEO/Director reported a sale of 1,000 common shares at $250 on 10/30/2025 under a Rule 10b5‑1 plan.

How many CSW shares does the insider hold after the sale?

Beneficial ownership is 66,493 shares directly and 3,219 shares indirectly through an ESOP.

What equity awards are disclosed for the CSW insider?

Performance rights over 8,004, 8,236, 12,422, 18,372 shares and 19,685 RSUs.

What are the vesting conditions for the CSW performance rights?

They vest at 0%–200% based on relative total shareholder return over cycles ending Mar 31, 2026–2028.

How can the performance rights be settled?

At the issuer’s discretion, they may be settled in cash or shares of common stock.

What triggers vesting for the 19,685 RSUs at CSW?

40% vests upon recruiting and hiring a successor CEO; the remaining 60% vests upon the successor CEO’s first employment anniversary.