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.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,000 | $250.00 | $250K |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on September 12, 2024. 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 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. 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. 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.
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.
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.