CSW Industrials CEO logs tax share withholding
CSW Industrials Chairman, President & CEO Joseph B. Armes reported a compensation-related share update.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
CSW Industrials Chairman, President & CEO Joseph B. Armes reported a compensation-related share update. On April 26, 2026, 12,394 shares of common stock were disposed of in a tax-withholding transaction at $296.18 per share, covering tax obligations rather than an open-market sale.
After this, he directly holds 72,100 common shares and indirectly 3,219 shares through an ESOP. He also holds 19,685 restricted stock units and several blocks of performance rights tied to future company performance versus the Russell 2000 Index, which may settle in cash or stock at vesting.
Insider Trade Summary
Exercise Price or Tax Liability: 12,394 shares
Exercise Price or Tax Liability
6 txns
Insider
Armes Joseph B
Role
Chairman, President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Common Stock | 12,394 | $296.18 | $3.67M |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 72,100 shares (Direct);
Performance Rights — 25,426 contracts (Direct);
Restricted Stock Units — 19,685 contracts (Direct);
Common Stock — 3,219 shares (Indirect, by ESOP)
Footnotes (4)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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
Tax-withheld shares: 12,394 shares
Tax-withholding price: $296.18 per share
Direct common shares after transaction: 72,100 shares
+5 more
8 metrics
Tax-withheld shares
12,394 shares
Common Stock disposed with code F to cover tax liability
Tax-withholding price
$296.18 per share
Price for 12,394 common shares delivered for tax obligations
Direct common shares after transaction
72,100 shares
Common Stock directly held by CEO following tax withholding
Indirect ESOP shares
3,219 shares
Common Stock held indirectly by ESOP for the CEO
Restricted stock units
19,685 units
RSUs each convertible into one common share at vesting
Performance rights block 1
9,186 rights
Performance rights tied to TSR vs Russell 2000, 2025–2028 cycle
Performance rights block 2
8,236 rights
Performance rights tied to TSR vs Russell 2000, 2024–2027 cycle
Performance rights block 3
8,004 rights
Performance rights tied to TSR vs Russell 2000, 2021–2027 cycle
Key Terms
Restricted Stock Units, Performance Rights, relative total shareholder return, Russell 2000 Index, +2 more
6 terms
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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.
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.
Employee Stock Ownership Plan financial
"Common Stock ... indirect ... nature_of_ownership: by ESOP"
An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did CSW (CSW Industrials) CEO Joseph B. Armes report in this Form 4?
He reported a compensation-related update where 12,394 CSW Industrials common shares were disposed of to cover tax obligations. This tax-withholding event is not an open-market sale and reflects how equity awards are settled for required taxes.
What are the restricted stock units reported by CSW (CSW Industrials) CEO in this filing?
He holds 19,685 restricted stock units, each representing a contingent right to receive one CSW Industrials common share at vesting. Forty percent vest after recruitment of a successor CEO, and the remaining 60% vest after that successor’s first employment anniversary.
What performance rights did the CSW Industrials (CSW) CEO report holding?
He reported several blocks of performance rights, each representing a contingent right to one CSW Industrials share at vesting. Vesting occurs between 0% and 200% over multi-year cycles, based on relative total shareholder return against the Russell 2000 Index.
How are CSW Industrials (CSW) performance rights and RSUs settled at vesting?
Each performance right and restricted stock unit represents a contingent right to one CSW Industrials common share. According to the disclosure, the performance rights may be settled, at the issuer’s discretion, in either cash or shares of common stock upon vesting.
Is the CSW (CSW Industrials) CEO’s tax-withholding transaction an open-market sale?
No, the Form 4 identifies the 12,394-share disposition with code F, meaning shares were delivered to cover tax liabilities. This is a tax-withholding mechanism, not an open-market sale initiated to change the CEO’s investment exposure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates