CSW Industrials (CSW) EVP exercises performance awards, withholds shares for taxes

Rhea-AI Filing Summary

CSW INDUSTRIALS, INC. executive vice president and chief strategy officer Don Sullivan exercised equity awards that settled in common stock and had shares withheld for taxes. He exercised performance rights covering 3,037 underlying shares of common stock and also acquired 5,870 shares of common stock. To cover tax obligations, 2,333 shares were withheld at a price of $260.34 per share. Following these transactions, Sullivan directly holds 21,733 shares of common stock and indirectly holds 1,875 shares through an ESOP. The vested performance rights, together with 41 dividend equivalent units, paid out at 190.7% of their target amount based on a three-year performance cycle ending on March 31, 2026.

Insights

Equity Compensation Analyst

Routine equity award vesting with tax withholding, modest net position increase.

EVP and chief strategy officer Don Sullivan exercised performance-based equity awards that settled in shares of CSW INDUSTRIALS, INC. common stock. The awards were structured as performance rights tied to relative total shareholder return versus the Russell 2000 Index.

The performance rights, plus 41 dividend equivalent units, vested at 190.7% of target for the three-year cycle ending March 31, 2026. As part of settlement, 2,333 shares were withheld at $260.34 per share to satisfy tax obligations, a non-market disposition that does not represent an open-market sale decision.

After the transactions, Sullivan reports 21,733 shares held directly and 1,875 shares indirectly via an ESOP, indicating continued equity exposure. With no remaining derivative positions shown, this looks like a standard compensation vesting and tax event rather than a directional trading signal.

Insider Trade Summary

3,037 shares exercised/converted

Mixed 4 txns

Insider Sullivan Don

Role EVP, Chief Strategy Officer

Type	Security	Shares	Price	Value
Exercise	Performance Rights	3,037	$0.00	--
Exercise	Common Stock	5,870	$0.00	--
Tax Withholding	Common Stock	2,333	$260.34	$607K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Rights — 0 shares (Direct); Common Stock — 24,066 shares (Direct); Common Stock — 1,875 shares (Indirect, by ESOP)

Footnotes (1)

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Key Figures

Performance rights exercised: 3,037 rights / underlying shares Common shares acquired: 5,870 shares Shares withheld for taxes: 2,333 shares at $260.34 +4 more

7 metrics

Performance rights exercised 3,037 rights / underlying shares Exercise of performance rights into common stock

Common shares acquired 5,870 shares Common stock received in connection with award exercise

Shares withheld for taxes 2,333 shares at $260.34 F-code tax-withholding disposition

Direct holdings after transaction 21,733 shares Common stock held directly by Don Sullivan

Indirect ESOP holdings 1,875 shares Common stock held indirectly via ESOP

Vesting performance level 190.7% of target Three-year performance cycle ending March 31, 2026

Dividend equivalent units 41 units Settled in shares along with performance rights

Key Terms

Performance Rights, dividend equivalent units, relative total shareholder return, Russell 2000 Index, +1 more

5 terms

Performance Rights financial

"Each performance right represented 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.

dividend equivalent units financial

"The performance rights, along with 41 dividend equivalent units, vested at 190.7% of the target award amount."

relative total shareholder return financial

"based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

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.

ESOP financial

"total_shares_following_transaction: "1875.0000", direct_or_indirect: "I", nature_of_ownership: "by ESOP""

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

Form 4 Insider Transactions: What Each Field Means →

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^*

Sullivan Don

(Last) (First) (Middle)

5420 LBJ FREEWAY

SUITE 500

(Street)

DALLAS TEXAS 75240

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CSW INDUSTRIALS, INC. [ CSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/02/2026		M		5,870(1)	A	$0	24,066	D
Common Stock	04/02/2026		F		2,333	D	$260.34	21,733	D
Common Stock								1,875	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	(1)	04/02/2026		M			3,037	(1)	(1)	Common Stock	3,037	$0	0	D

Explanation of Responses:

1. Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at a rate between 0% and 200% during a three-year performance cycle 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, along with 41 dividend equivalent units, vested at 190.7% of the target award amount and were settled in shares of common stock pursuant to the award agreement terms.

Remarks:

	/s/ Luke E. Alverson, Attorney-in-Fact for Don Sullivan	04/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did CSW (CSW) executive Don Sullivan report?

Don Sullivan reported exercising performance-based equity awards that settled in common stock and a related tax-withholding share disposition. He acquired 5,870 shares of common stock and 3,037 underlying shares from performance rights, with 2,333 shares withheld at $260.34 per share to cover tax obligations.

How did the CSW (CSW) performance rights for Don Sullivan vest?

The performance rights vested at 190.7% of the target award amount. Vesting was based on CSW Industrials’ relative total shareholder return versus the Russell 2000 Index over a three-year performance cycle ending on March 31, 2026, and included 41 dividend equivalent units.

How many CSW (CSW) shares does Don Sullivan hold after these transactions?

After the reported transactions, Don Sullivan directly holds 21,733 shares of CSW Industrials common stock. He also has 1,875 shares reported as an indirect holding through an ESOP, reflecting both direct and plan-related equity exposure following the award vesting and tax withholding.

Was there an open-market sale in Don Sullivan’s CSW (CSW) Form 4 filing?

The filing shows no open-market sale; instead, 2,333 shares were disposed of through tax withholding at $260.34 per share. This F-code transaction reflects shares delivered to satisfy tax obligations on vested awards, rather than a discretionary sale into the market.

What role did dividend equivalent units play in the CSW (CSW) award vesting?

Alongside the performance rights, 41 dividend equivalent units vested and were settled in shares of common stock. These units are designed to mirror dividends on the underlying stock, increasing the final share payout when performance targets over the three-year cycle are achieved.

How were CSW (CSW) performance metrics determined for Don Sullivan’s awards?

The performance metrics were based on CSW Industrials’ relative total shareholder return compared with the Russell 2000 Index. Over the three-year performance cycle ending March 31, 2026, this relative performance drove the 190.7% of target vesting outcome for the performance rights and related dividend equivalents.