CSW (CSW) Form 4: CEO insider sale and TSR performance rights

Rhea-AI Filing Summary

CSW Industrials, Inc. chairman, president and CEO Joseph B. Armes reported selling 1,000 shares of common stock at $250 per share on 11/14/2025 under a Rule 10b5-1 trading plan. Following the sale, he beneficially owns 65,493 shares directly and 3,219 shares indirectly through an ESOP. He also holds performance rights over 8,004, 8,236, 12,422 and 18,372 shares that can vest between 0% and 200% based on three-year relative total shareholder return versus the Russell 2000 Index. In addition, he holds 19,685 restricted stock units that vest 40% upon successful recruitment and hiring of a successor CEO and 60% on that successor’s first employment anniversary.

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).

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)
11/14/2025

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	11/14/2025		S(1)		1,000	D	$250	65,493	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. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on September 12, 2024.

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 three equal amounts, at a rate between 0% and 200%, during three 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.

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 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	11/17/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did CSW (CSW) report for its CEO?

CSW Industrials reported that chairman, president and CEO Joseph B. Armes sold 1,000 shares of common stock at $250 per share on 11/14/2025.

How many CSW Industrials shares does the CEO own after the reported sale?

After the transaction, Joseph B. Armes beneficially owns 65,493 CSW Industrials common shares directly and 3,219 shares indirectly through an ESOP.

What performance rights were disclosed in the CSW Form 4 filing?

The filing lists performance rights tied to 8,004, 8,236, 12,422 and 18,372 CSW Industrials shares. Each performance right is a contingent right to receive one share at vesting.

How do the CSW Industrials performance rights vest for the CEO?

The performance rights vest between 0% and 200% over three-year performance cycles based on CSW Industrials’ relative total shareholder return versus the Russell 2000 Index. They may be settled in cash or shares at the company’s discretion.

What are the vesting conditions for the 19,685 restricted stock units at CSW Industrials?

Each restricted stock unit equals a contingent right to one share. 40% vest upon the successful recruitment and hiring of a successor CEO, and the remaining 60% vest on that successor CEO’s first employment anniversary.

Was the CSW Industrials CEO’s share sale under a Rule 10b5-1 plan?

Yes. The sale was made under a Rule 10b5-1 trading plan established by Joseph B. Armes on September 12, 2024, as disclosed in the explanation of responses.

What equity incentives link CSW Industrials’ CEO to shareholder returns?

The CEO holds several tranches of performance rights that vest based on relative total shareholder return versus the Russell 2000 Index, directly aligning potential share delivery with shareholder return performance.