[Form 4] CSW Industrials, Inc Insider Trading Activity

Rhea-AI Filing Summary

CSW Industrials insider sales by Chairman/CEO under a 10b5-1 plan. Joseph B. Armes, who serves as Chairman, President and CEO, reported multiple open-market dispositions of common stock on 08/15/2025 under a previously established 10b5-1 trading plan (adopted September 12, 2024). The Form 4 lists a series of sales totaling 1,150 shares sold across multiple price ranges (weighted-average prices shown per lot from about $254.94 to $268.65), reducing his direct common stock holding from 63,432 to 62,522 shares reported after the transactions. He also reports 3,219 shares held indirectly by an ESOP and outstanding performance rights and restricted stock units convertible to a total of 66,719 potential shares (sum of listed performance rights and RSUs). Several performance cycles and vesting conditions are described, including relative TSR comparisons to the Russell 2000 and time-based CEO succession triggers for RSUs.

Positive

• Sales executed under a 10b5-1 plan, indicating trades were pre-planned and provide an affirmative defense to insider trading allegations
• Comprehensive disclosure of weighted-average price ranges and undertaking to provide per-price breakdowns on request
• Significant outstanding incentive awards (performance rights and RSUs) maintain executive alignment with shareholder performance

Negative

• Reduction in direct ownership from 63,432 to 62,522 shares after reported sales
• Material potential dilution from 66,719 contingent shares (performance rights and RSUs) that may convert to common stock if vesting conditions are met

Insights

Corporate Governance Expert

TL;DR: CEO sold a small portion of holdings under a pre-established 10b5-1 plan; substantial contingent awards remain outstanding.

The reported sales were executed under a documented 10b5-1 plan, which provides an affirmative defense to insider trading accusations and signals the trades were pre-planned rather than opportunistic. The total reduction in direct common shares is modest relative to the combination of directly owned shares and contingent awards. The filing also details material long-term incentive instruments (performance rights tied to relative TSR and restricted stock units conditioned on CEO succession), which maintain significant potential dilution and ongoing alignment incentives. From a governance viewpoint, the disclosure is routine and properly annotated with weighted-average price ranges and vesting schedules.

Securities Analyst

TL;DR: Transaction is routine insider selling; outstanding equity awards preserve upside exposure.

The sales occurred across multiple tranches at prices ranging roughly from the mid-$250s to high-$260s per share and reduced reported direct ownership by about 910 shares (from 63,432 to 62,522 reported after each sale sequence). Importantly, the reporting person retains thousands of performance rights and RSUs that could convert into common stock subject to performance and time conditions, representing potential future dilution and management incentive alignment. The 10b5-1 plan date is disclosed, supporting transaction transparency. Overall, this Form 4 does not indicate unusual or material governance concerns but is relevant for tracking insider liquidity and remaining incentive exposure.

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).

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)
08/15/2025

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	08/15/2025		S(1)		90	D	$255.45(2)	63,432	D
Common Stock	08/15/2025		S(1)		51	D	$256.67(3)	63,381	D
Common Stock	08/15/2025		S(1)		160	D	$257.86(4)	63,221	D
Common Stock	08/15/2025		S(1)		266	D	$258.85(5)	62,955	D
Common Stock	08/15/2025		S(1)		191	D	$259.88(6)	62,764	D
Common Stock	08/15/2025		S(1)		51	D	$260.9(7)	62,713	D
Common Stock	08/15/2025		S(1)		128	D	$262.09(8)	62,585	D
Common Stock	08/15/2025		S(1)		40	D	$262.94(9)	62,545	D
Common Stock	08/15/2025		S(1)		10	D	$266.7(10)	62,535	D
Common Stock	08/15/2025		S(1)		13	D	$268.43(11)	62,522	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	(12)							(12)	(12)	Common Stock	8,004		8,004	D
Performance Rights	(13)							(13)	(13)	Common Stock	8,236		8,236	D
Performance Rights	(14)							(14)	(14)	Common Stock	12,422		12,422	D
Performance Rights	(15)							(15)	(15)	Common Stock	18,372		18,372	D
Restricted Stock Units	(16)							(16)	(16)	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 price. These shares were sold in multiple transactions at prices ranging from $254.94 to $255.94, 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 $256.22 to $257.19, 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.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $257.36 to $258.34, 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 $258.39 to $259.37, 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 $259.41 to $260.36, 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.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.47 to $261.45, 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.

8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.48 to $262.38, 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.

9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $262.68 to $263.39, 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.

10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $266.50 to $267.08, 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.

11. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $268.33 to $268.65, 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.

12. 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.

13. 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.

14. 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.

15. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest in two equal amounts, at a rate between 0% and 200%, during two performance cycles beginning April 1, 2021 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.

16. 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.

Remarks:

	/s/Luke E. Alverson, Attorney in Fact	08/18/2025
	** 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).
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FAQ

What did CSWI insider Joseph B. Armes sell on 08/15/2025?

He sold multiple lots of common stock on 08/15/2025 under a 10b5-1 plan, with weighted-average prices for each lot reported between approximately $254.94 and $268.65.

How many CSWI shares does the CEO own after the Form 4 transactions?

The filing shows 62,522 shares owned directly following the reported sales, plus 3,219 shares indirectly held by an ESOP.

Are there outstanding equity awards for CSWI reported on this Form 4?

Yes. The Form 4 discloses performance rights and restricted stock units convertible into common stock totaling 66,719 potential shares across several performance cycles and vesting conditions.

Were these sales discretionary or part of a pre-set plan?

The transactions were effected pursuant to a 10b5-1 trading plan established by the reporting person on September 12, 2024, as disclosed on the form.

What performance conditions apply to the performance rights?

Performance rights vest between 0% and 200% over specified three-year cycles based on the issuer's relative total shareholder return versus the Russell 2000 index; settlement may be in cash or shares.