CSW Industrials (CSW) CEO reports 1,000-share sale and 967-share gift of stock

Rhea-AI Filing Summary

CSW Industrials, Inc. director and Chairman, President & CEO Joseph B. Armes reported recent insider stock transactions. On 12/15/2025 he sold 1,000 shares of common stock at a weighted average price of $317.4 under a Rule 10b5-1 trading plan, leaving 64,493 shares held directly.

On 12/16/2025 he made a bona fide gift of 967 shares to the Armes Family Foundation at $0, after which he held 63,526 shares directly and 3,219 shares indirectly through an ESOP. He also reports performance rights covering 8,004, 8,236, 12,422 and 18,372 shares and 19,685 restricted stock units, each representing a contingent right to receive one share of common stock subject to specified performance and service-based vesting conditions.

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
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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)
12/15/2025

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	12/15/2025		S(1)		1,000	D	$317.4(2)	64,493	D
Common Stock	12/16/2025		G(3)		967	D	$0	63,526	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	(4)							(4)	(4)	Common Stock	8,004		8,004	D
Performance Rights	(5)							(5)	(5)	Common Stock	8,236		8,236	D
Performance Rights	(6)							(6)	(6)	Common Stock	12,422		12,422	D
Performance Rights	(7)							(7)	(7)	Common Stock	18,372		18,372	D
Restricted Stock Units	(8)							(8)	(8)	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. The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $315.57 to $321.68, 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.

3. Represents shares that were transferred by bona fide gift to the Armes Family Foundation, a family charitable foundation in which the reporting person has no pecuniary interest. Following the gift, the reporting person disclaims beneficial ownership of the securities held by the foundation.

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, 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.

5. 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.

6. 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.

7. 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.

8. 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	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transactions did CSW (CSW Industrials, Inc.) report for Joseph B. Armes?

Joseph B. Armes reported selling 1,000 shares of CSW common stock on 12/15/2025 and making a bona fide gift of 967 shares on 12/16/2025 to the Armes Family Foundation.

At what prices were the CSW shares sold by the CEO?

The reported sale of 1,000 shares had a weighted average price of $317.4, with individual trades executed between $315.57 and $321.68, inclusive.

How many CSW shares does Joseph B. Armes own after these transactions?

After the reported transactions, Joseph B. Armes held 63,526 CSW common shares directly and 3,219 shares indirectly through an ESOP.

What is the Rule 10b5-1 trading plan referenced in the CSW insider filing?

The sale on 12/15/2025 was effected pursuant to a Rule 10b5-1 trading plan that Joseph B. Armes established on September 12, 2024, as disclosed in the footnotes.

What performance-based equity awards does the CSW CEO hold?

He reports performance rights linked to 8,004, 8,236, 12,422 and 18,372 shares of common stock. These vest between 0% and 200% over defined performance cycles based on relative total shareholder return versus the Russell 2000 Index and may be settled in cash or stock at the issuer's discretion.

What are the vesting conditions for the CSW restricted stock units held by the CEO?

The 19,685 restricted stock units each represent a contingent right to one CSW share. 40% vest upon the successful recruitment and hiring of a successor Chief Executive Officer, and the remaining 60% vest upon the successor CEO’s successful first employment anniversary.