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CSW Industrials Form 4: Strategy Chief Trims Stake by 1k Shares

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

CSW Industrials, Inc. (CSWI) filed a Form 4 disclosing that EVP & Chief Strategy Officer Don Sullivan sold a total of 1,000 common shares on 15 July 2025 under a previously established 10b5-1 trading plan dated 13 September 2024.

The transactions were executed in six blocks at weighted-average prices ranging from $298.57 to $305.16. Following the sales, Sullivan’s direct ownership decreased from 24,708 to 23,708 shares; he also holds 1,875 shares indirectly through the company’s ESOP.

No derivative transactions were reported. While insider sales can signal reduced confidence, the use of a 10b5-1 plan suggests the trades were pre-scheduled and may not reflect the executive’s current outlook. The sale represents a small portion of both Sullivan’s personal stake and CSWI’s total shares outstanding, implying limited immediate impact on the company’s capital structure or control.

Positive

  • Sales executed under a 10b5-1 plan, indicating pre-scheduled, non-opportunistic trading and reducing negative signaling risk.

Negative

  • 1,000-share insider sale may be interpreted as modestly bearish, trimming the executive’s direct stake by ~4%.

Insights

TL;DR: Modest 1,000-share insider sale, pre-planned, limited market impact.

The sale equates to roughly US$300k at the disclosed price range and reduces the executive’s direct stake by about 4%. Because the trades were executed under a 10b5-1 plan, they carry less negative signaling power than discretionary sales. The remaining 25.6k combined shares (direct + ESOP) indicate continued alignment with shareholders. For a company with a multi-billion-dollar market cap, a 1,000-share sale is immaterial to float and liquidity, so I view the filing as neutral-to-slightly negative in sentiment, with no change to fundamental outlook.

TL;DR: Pre-scheduled sales mitigate governance concerns; disclosure is routine.

Use of a 10b5-1 plan complies with best-practice guidelines, reducing potential accusations of opportunistic trading. Volume and frequency are consistent with normal diversification rather than large-scale liquidation. No red flags such as option exercises, pledges, or coordinated officer sales appear. I consider the transaction non-impactful to control dynamics or governance risk.

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).
1. Name and Address of Reporting Person*
Sullivan Don

(Last) (First) (Middle)
5420 LBJ FREEWAY
SUITE 500

(Street)
DALLAS TX 75240

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CSW INDUSTRIALS, INC. [ CSWI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2025
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 07/15/2025 S(1) 226 D $298.94(2) 24,482 D
Common Stock 07/15/2025 S(1) 294 D $299.98(3) 24,188 D
Common Stock 07/15/2025 S(1) 179 D $301.01(4) 24,009 D
Common Stock 07/15/2025 S(1) 126 D $302.44(5) 23,883 D
Common Stock 07/15/2025 S(1) 75 D $303.87(6) 23,808 D
Common Stock 07/15/2025 S(1) 100 D $305.16 23,708 D
Common Stock 1,875 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
Explanation of Responses:
1. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on September 13, 2024.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.57 to $299.15, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.64 to $300.57, 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.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.71 to $301.19, 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.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.23 to $302.75, 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.
6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.82 to $303.91, 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.
Remarks:
/s/Luke E. Alverson, Attorney in Fact 07/15/2025
** 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).
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.

FAQ

How many CSWI shares did EVP Don Sullivan sell on 15 July 2025?

He sold 1,000 common shares in six separate transactions.

What price range were the CSWI shares sold at?

Weighted-average sale prices ranged from $298.57 to $305.16 per share.

Does Don Sullivan still own CSWI shares after the sale?

Yes. He directly owns 23,708 shares and indirectly owns 1,875 shares via the ESOP.

Was the insider sale pre-arranged?

Yes. The filing states the trades were made under a 10b5-1 trading plan established on 13 Sept 2024.

Were any derivative securities involved in this Form 4 filing?

No derivative security transactions were reported in Table II.
Csw Industrials Inc

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Adhesive Manufacturing
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