CSW Form 4: 5,971 restricted shares granted to CEO Armes

Rhea-AI Filing Summary

Joseph B. Armes, Chairman, President & CEO of CSW INDUSTRIALS, INC. (CSW), reported equity awards and holdings on a Form 4. On 10/01/2025 he was granted 5,971 shares of restricted common stock that vest ratably over three years, and he directly beneficially owns 67,493 shares following the grant. The filing also discloses 3,219 shares held indirectly through an ESOP.

The report lists multiple outstanding performance rights and restricted stock units: performance rights covering 8,004, 8,236, 12,422, and 18,372 underlying shares across distinct multi‑year performance cycles tied to relative total shareholder return versus the Russell 2000, and 19,685 restricted stock units with vesting linked to hiring and tenure of a successor CEO. Some performance rights may settle in cash or shares per company discretion.

Positive

• 5,971 shares of restricted stock granted to the CEO, aligning incentives over a three‑year vesting period
• Performance rights are tied to relative total shareholder return versus the Russell 2000, linking pay to market‑relative performance
• 19,685 RSUs tie a portion of compensation to successful CEO succession and first‑year retention

Negative

• Performance rights include a wide payout range of 0%–200%, creating variability in potential dilution or cash settlement
• Some performance rights may be settled in cash at the issuer's discretion, which could affect cash flow if exercised

Insights

Compensation & Governance Expert

Equity awards align the CEO with multi‑year TSR goals and succession milestones.

The grants include 5,971 restricted shares vesting over three years and several performance right tranches totaling 47,034 underlying shares across different performance cycles tied to relative total shareholder return versus the Russell 2000.

The 19,685 restricted stock units vest based on the recruitment and first anniversary of a successor CEO, linking pay to leadership transition milestones. The performance rights' 0%–200% payout range and cash-or-stock settlement option are explicitly disclosed.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
10/01/2025

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	10/01/2025		A		5,971	A(1)	$0	67,493	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. Represents shares of restricted common stock granted to the reporting person pursuant to the issuer's 2024 Equity and Incentive Compensation Plan. The shares vest ratably over a three-year period on each annual anniversary of the grant.

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 on April 1, 2021 and 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	10/03/2025
	** 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 did CSW insider Joseph B. Armes report on Form 4 (CSW)?

He reported receipt of 5,971 restricted shares on 10/01/2025, direct beneficial ownership of 67,493 shares, and 3,219 shares indirectly via an ESOP.

How many performance rights does the Form 4 disclose for CSW (symbol: CSW)?

The filing lists performance rights covering 8,004, 8,236, 12,422, and 18,372 underlying shares across multiple performance cycles.

What are the vesting conditions for the restricted stock units reported by CSW?

The 19,685 restricted stock units vest 40% upon hiring a successor CEO no earlier than April 26, 2025, and the remaining 60% upon that successor's first employment anniversary.

Are the performance awards cash‑settleable according to the Form 4?

Yes. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock as stated in the filing.

When do the performance cycles for the disclosed awards end?

The filing specifies cycles ending on March 31, 2026, March 31, 2027, and March 31, 2028, depending on the tranche.