Were the CSWC CEO’s share dispositions open-market sales?

The reported dispositions were not open-market sales. They were shares withheld by Capital Southwest to pay the CEO’s tax obligations on vested restricted stock, approved under Rule 16b-3 and exempt from Section 16(b) short-swing profit rules.

[Form 4] CAPITAL SOUTHWEST CORP Insider Trading Activity

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Capital Southwest Corp President and CEO Michael Scott Sarner received a grant of 140,000 shares of Common Stock under the company’s 2021 Employee Restricted Stock Award Plan. To cover tax liabilities upon vesting of restricted shares, 25,470 shares were withheld at prices around $23 per share rather than sold in the open market.

These tax-withholding dispositions were approved by the board’s Compensation Committee under Rule 16b-3 and are exempt from short-swing profit rules. After these compensation-related transactions, Sarner directly holds about 587,684 shares of Capital Southwest common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Sarner Michael Scott

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	11,705	$23.54	$276K
Tax Withholding	Common Stock	13,765	$23.28	$320K
Grant/Award	Common Stock	140,000	$0.00	--

Holdings After Transaction: Common Stock — 587,684.339 shares (Direct, null)

Footnotes (1)

Shares withheld for payment of tax liability upon vesting of restricted shares granted under the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan. This withholding transaction was approved by the Compensation Committee of Capital Southwest's Board of Directors in accordance with Rule 16b-3(d)(1) of the Securities Exchange Act of 1934 (the "Act"), and as such, the sale is exempt from section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder. Shares issued under the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan.

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 04:56 PM

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).

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^*

Sarner Michael Scott

(Last)

(First)

(Middle)

C/O CAPITAL SOUTHWEST CORPORATION

8333 DOUGLAS AVE, SUITE 1100

(Street)

DALLAS

TEXAS

75225

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL SOUTHWEST CORP [ CSWC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/09/2026		F⁽¹⁾		13,765	D	$23.28	459,389.339	D
Common Stock	06/09/2026		A⁽²⁾		140,000	A	$0	599,389.339	D
Common Stock	06/10/2026		F⁽¹⁾		11,705	D	$23.54	587,684.339	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld for payment of tax liability upon vesting of restricted shares granted under the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan. This withholding transaction was approved by the Compensation Committee of Capital Southwest's Board of Directors in accordance with Rule 16b-3(d)(1) of the Securities Exchange Act of 1934 (the "Act"), and as such, the sale is exempt from section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.

2. Shares issued under the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan.

Remarks:

	/s/ Michael Scott Sarner	06/10/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did CSWC President and CEO Michael Scott Sarner report in this Form 4?

Michael Scott Sarner reported a grant of 140,000 shares of Capital Southwest common stock and related tax-withholding transactions. These movements reflect equity compensation and associated tax payments rather than open-market buying or selling activity.

How many CSWC shares were granted to the CEO in this filing?

The CEO received 140,000 shares of Capital Southwest common stock at a stated price of $0.00 per share. These shares were issued under the company’s 2021 Employee Restricted Stock Award Plan as part of his equity-based compensation package.

Why were some CSWC shares disposed of in the Form 4 for Michael Scott Sarner?

The filing shows 25,470 shares disposed of to satisfy tax liabilities upon vesting of restricted shares. The company withheld these shares instead of a cash payment, which is a common mechanism for paying taxes on equity awards.

How many CSWC shares does the CEO hold after these transactions?

After the equity grant and tax-withholding transactions, Michael Scott Sarner directly holds approximately 587,684 shares of Capital Southwest common stock. This figure reflects his updated ownership position as reported in the Form 4 filing.

Under which plan were the CSWC restricted shares issued to the CEO?

The restricted shares were issued under the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan. This plan provides equity-based compensation, including restricted stock awards, to eligible employees and executives of Capital Southwest.