CSW Industrials (CSW) CEO sells 1,500 shares under 10b5-1 plan
Rhea-AI Filing Summary
CSW INDUSTRIALS, INC. Chairman, President & CEO Joseph B. Armes reported a sale of 1,500 shares of Common Stock on 2026-08-14 at a weighted average price of $345.1574 per share, executed pursuant to a Rule 10b5-1 trading plan established on August 12, 2025. Following this sale, he directly holds 64,236 Common shares, plus 3,219 shares held indirectly by ESOP. He also holds performance rights tied to 9,836, 8,004, 8,236, and 9,186 underlying Common shares and 19,685 restricted stock units, all of which vest based on multi‑year performance or CEO‑succession conditions.
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Insights
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Insider Trade Summary 10b5-1
Net Seller: 1,500 shares
Net Sell
7 txns
Insider
Armes Joseph B
Role
Chairman, President & CEO
Sold
1,500 shs ($518K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F1, F2 | 1,500 | $345.1574 | $518K |
| holding | Performance Rights F3 | -- | -- | -- |
| holding | Performance Rights F4 | -- | -- | -- |
| holding | Performance Rights F5 | -- | -- | -- |
| holding | Performance Rights F6 | -- | -- | -- |
| holding | Restricted Stock Units F7 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 64,236 shares (Direct);
Performance Rights — 35,262 shares (Direct);
Restricted Stock Units — 19,685 shares (Direct);
Common Stock — 3,219 shares (Indirect, by ESOP)
Footnotes (7)
- F1. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 12, 2025.
- F2. The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $342.75 to $346.71, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
- 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 250% during a three-year performance cycle beginning on April 1, 2026 and ending on March 31, 2029 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 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.
- F5. 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.
- F6. 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.
- F7. 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
Shares sold: 1,500 shares
Weighted average sale price: $345.1574 per share
Direct Common shares after sale: 64,236 shares
+5 more
8 metrics
Shares sold
1,500 shares
Common Stock sale on 2026-08-14 by Joseph B. Armes
Weighted average sale price
$345.1574 per share
Common Stock sale on 2026-08-14
Direct Common shares after sale
64,236 shares
Direct ownership following the 2026-08-14 sale
Indirect ESOP shares
3,219 shares
Common Stock held indirectly by ESOP
Performance rights underlying shares (grant F3)
9,836 shares
Performance rights beginning April 1, 2026, three-year cycle
Performance rights underlying shares (grant F4)
8,004 shares
Performance rights beginning April 1, 2025, three-year cycle
Performance rights underlying shares (grant F5)
8,236 shares
Performance rights beginning April 1, 2024, three-year cycle
Restricted stock units underlying shares
19,685 shares
RSUs vesting upon CEO succession-related milestones
Key Terms
Rule 10b5-1 trading plan, performance right, restricted stock unit, relative total shareholder return, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The transaction reported was effected pursuant to a 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
performance right financial
"Each performance right represents a contingent right to receive one share"
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Russell 2000 Index financial
"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.
FAQ
What insider transaction did CSW (CSW) report for Joseph B. Armes?
Joseph B. Armes reported a sale of 1,500 shares of CSW Common Stock on 2026-08-14 at a weighted average price of $345.1574 per share. This was disclosed as a non-derivative open-market or private sale transaction.
Was the CSW (CSW) insider sale made under a Rule 10b5-1 trading plan?
Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan established by Joseph B. Armes on August 12, 2025. Such pre-arranged plans allow trades under preset instructions, independent of later information.
What equity incentives in CSW (CSW) does Joseph B. Armes currently have?
He holds performance rights over 9,836, 8,004, 8,236, and 9,186 underlying CSW Common shares, and 19,685 restricted stock units. These awards vest over multi-year performance cycles or upon specified CEO succession milestones, potentially settling in cash or shares.
How is vesting of CSW (CSW) performance rights for Joseph B. Armes determined?
Each performance right represents a contingent right to one CSW Common share and vests between 0% and up to 250% depending on relative total shareholder return versus the Russell 2000 Index over defined three-year performance cycles.
What are the vesting conditions of Joseph B. Armes’ restricted stock units in CSW (CSW)?
Each restricted stock unit represents a contingent right to one CSW Common share. 40% of the 19,685 RSUs vest after recruitment and hiring of a successor CEO, and the remaining 60% vest upon that successor CEO’s first employment anniversary.
AI-generated analysis. How Rhea-AI works. Not financial advice.
