CSW Industrials (CSW) CEO exercises stock awards, retains 85,994 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
CSW INDUSTRIALS, INC. Chairman, President & CEO Joseph B. Armes exercised performance-based equity awards and received common shares. On April 2, 2026 he exercised 12,422 performance rights and 9,186 performance rights, each convertible into one share of common stock, tied to three-year relative total shareholder return versus the Russell 2000 Index. According to the award terms, one tranche vested at 190.7% of target plus 146 dividend equivalent units, and another vested at 200% of target plus 206 dividend equivalent units, all settled in common shares. Following related transactions, including 16,284 shares withheld at $260.34 per share to cover tax obligations, he directly holds 85,994 shares of common stock. He also retains performance rights over 8,004 and 8,236 underlying shares and 19,685 restricted stock units, each representing a right to receive one share at vesting, plus 3,219 shares held indirectly by an ESOP.
Positive
- None.
Negative
- None.
Insider Trade Summary
21,608 shares exercised/converted
Mixed
9 txns
Insider
Armes Joseph B
Role
Chairman, President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Rights | 12,422 | $0.00 | -- |
| Exercise | Performance Rights | 9,186 | $0.00 | -- |
| Exercise | Common Stock | 23,968 | $0.00 | -- |
| Exercise | Common Stock | 18,784 | $0.00 | -- |
| Tax Withholding | Common Stock | 16,284 | $260.34 | $4.24M |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Performance Rights — 0 shares (Direct);
Common Stock — 83,494 shares (Direct);
Restricted Stock Units — 19,685 shares (Direct);
Common Stock — 3,219 shares (Indirect, by ESOP)
Footnotes (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 146 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. 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 beginning April 1, 2021 and ending on each of April 1, 2025, 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. The 9,186 performance rights for the performance cycle ended April 1, 2026, along with 206 dividend equivalent units, vested at 200% of the target award amount and were settled in shares of common stock pursuant to the award agreement terms. 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. 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. 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.
Key Figures
Performance rights exercised (tranche 1): 12,422 performance rights
Performance rights exercised (tranche 2): 9,186 performance rights
Shares withheld for taxes: 16,284 shares at $260.34
+5 more
8 metrics
Performance rights exercised (tranche 1)
12,422 performance rights
Each right settled into one common share; vested at 190.7% of target plus 146 dividend equivalent units
Performance rights exercised (tranche 2)
9,186 performance rights
Each right settled into one common share; vested at 200% of target plus 206 dividend equivalent units
Shares withheld for taxes
16,284 shares at $260.34
Common stock withheld to satisfy tax liability on equity settlement, coded as F transaction
Direct common shares after transactions
85,994 shares
Direct ownership of CSW common stock reported following the April 2, 2026 transactions
Remaining performance rights (grant A)
8,004 underlying shares
Performance rights with 0.0000 exercise price, contingent on TSR performance to March 31, 2028
Remaining performance rights (grant B)
8,236 underlying shares
Performance rights with 0.0000 exercise price, contingent on TSR performance to March 31, 2027
Restricted stock units outstanding
19,685 RSUs
Each RSU equals one share at vesting; vesting tied to hiring and tenure of a successor CEO
Indirect ESOP holdings
3,219 shares
Common stock held indirectly by an ESOP attributed to the reporting person
Key Terms
Performance Rights, Restricted Stock Units, dividend equivalent units, total shareholder return, +2 more
6 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.
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.
dividend equivalent units financial
"The performance rights, along with 146 dividend equivalent units, vested at 190.7% of the target award amount."
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
"Common Stock ... total shares following transaction: 3219.0000 ... 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.
FAQ
What did CSW (CSW) CEO Joseph B. Armes report in this Form 4?
Joseph B. Armes reported exercising performance rights that converted into common stock and a related tax-withholding share disposition. These transactions reflect equity compensation vesting based on relative total shareholder return performance versus the Russell 2000 Index over multi-year cycles.
What performance targets affected the CSW (CSW) performance rights that vested?
The performance rights vested based on CSW’s relative total shareholder return versus the Russell 2000 Index. One award vested at 190.7% of target, and another at 200% of target, each over multi-year performance cycles ending March 31, 2026 and April 1, 2026.
What ongoing equity awards does the CSW (CSW) CEO still hold?
Joseph B. Armes still holds performance rights over 8,004 and 8,236 underlying CSW shares and 19,685 restricted stock units. Each unit or performance right represents a contingent right to receive one share of common stock if specified vesting and performance conditions are met.
How are CSW (CSW) restricted stock units for the CEO structured to vest?
Each restricted stock unit represents a contingent right to one share of CSW common stock. Forty percent vest upon successful recruitment and hiring of a successor CEO, and the remaining 60% vest upon that successor CEO’s successful first employment anniversary, according to the award terms.