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

Rhea-AI Filing Summary

CSW Industrials Chairman, President & CEO Joseph B. Armes sold 1,500 shares of common stock in an open-market transaction at a weighted average price of $297.79 per share under a pre-established Rule 10b5-1 trading plan. Following this sale, he directly holds 61,026 shares of CSW Industrials common stock.

In addition to common shares, Armes holds various performance rights, each representing a contingent right to receive one share of common stock. These awards can vest between 0% and 200% over performance cycles ending between March 31, 2026 and March 31, 2028, based on CSW Industrials’ relative total shareholder return versus the Russell 2000 Index, and may be settled in cash or stock at the company’s discretion. He also holds restricted stock units that vest in two stages tied to the recruitment and first employment anniversary of a successor Chief Executive Officer, and indirectly holds 3,219 shares through an ESOP.

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
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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)
02/17/2026

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	02/17/2026		S(1)		1,500	D	$297.79(2)	61,026	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	8,004		8,004	D
Performance Rights	(4)							(4)	(4)	Common Stock	8,236		8,236	D
Performance Rights	(5)							(5)	(5)	Common Stock	12,422		12,422	D
Performance Rights	(6)							(6)	(6)	Common Stock	18,372		18,372	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 $297.20 to $299.32, 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 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.

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, 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.

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, 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.

6. 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 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.

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 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	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Joseph B. Armes sold 1,500 CSW Industrials shares in an open-market transaction at a weighted average price of $297.79 per share. The sale was executed under a Rule 10b5-1 trading plan and left him with 61,026 directly held shares.

Was the CSW Industrials (CSW) CEO share sale under a 10b5-1 plan?

Yes, the 1,500-share sale by CEO Joseph B. Armes was made under a Rule 10b5-1 trading plan. The plan was established on August 12, 2025, providing a pre-arranged framework for selling shares over time.

How many CSW Industrials (CSW) shares does the CEO hold after this Form 4?

After the reported sale, Joseph B. Armes directly holds 61,026 CSW Industrials common shares. He also has 3,219 additional shares held indirectly through an ESOP, alongside separate performance rights and restricted stock unit awards.

What performance rights does the CSW (CSW) CEO hold, and how do they vest?

Each performance right held by the CEO can convert into one CSW share. Vesting ranges from 0% to 200% over three-year performance cycles ending between March 31, 2026 and March 31, 2028, based on relative total shareholder return versus the Russell 2000 Index.

How do the CSW Industrials (CSW) restricted stock units for the CEO vest?

Each restricted stock unit represents a contingent right to one CSW share. Forty percent vest upon the successful recruitment and hiring of a successor CEO, while the remaining 60% vest on that successor CEO’s first employment anniversary.

What indirect holdings of CSW (CSW) stock does the CEO report?

In addition to directly owned shares, Joseph B. Armes reports 3,219 CSW Industrials shares held indirectly through an ESOP. These indirect holdings are separate from his direct common stock, performance rights, and restricted stock unit awards.