Powell Industries (POWL) enacts 3-for-1 stock split and triples authorized shares

Rhea-AI Filing Summary

Powell Industries, Inc. approved and implemented a three-for-one forward stock split of its common stock. This means each existing share will become three shares, making the stock more widely distributed while keeping each holder’s overall economic stake the same.

To support the split, the company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, increasing authorized common stock from 30 million to 90 million shares. The amendment becomes effective at 5:00 p.m. Eastern Time on April 1, 2026, with trading expected to begin on a split-adjusted basis on April 6, 2026.

Insights

Equity structure analyst

Powell executes a 3-for-1 stock split and triples authorized shares.

Powell Industries is carrying out a three-for-one forward stock split and increasing authorized common stock from 30 million to 90 million shares via a Certificate of Amendment effective at 5:00 p.m. April 1, 2026. Existing shareholders get three shares for every one they own, with unchanged proportional ownership.

The higher authorized share count provides more flexibility for future equity-related actions, but this 8-K does not describe any specific capital raise or issuance. Trading on a split-adjusted basis is expected to begin on April 6, 2026, when the new share price and share count will be reflected in the market.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Stock split ratio: 3-for-1 forward split Authorized common stock before split: 30 million shares Authorized common stock after split: 90 million shares +2 more

5 metrics

Stock split ratio 3-for-1 forward split Common stock split approved and implemented

Authorized common stock before split 30 million shares Authorized common stock prior to amendment

Authorized common stock after split 90 million shares Authorized common stock after Certificate of Amendment

Amendment effective time 5:00 p.m. Eastern Time Effective on April 1, 2026

Split-adjusted trading date April 6, 2026 Expected start of split-adjusted trading

Key Terms

three-for-one forward stock split, Certificate of Amendment, Amended and Restated Certificate of Incorporation, authorized common stock

4 terms

three-for-one forward stock split financial

"previously announced a three-for-one forward stock split (the “Stock Split”) of the Company’s common stock"

Certificate of Amendment regulatory

"filed an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Amended and Restated Certificate of Incorporation regulatory

"Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

authorized common stock financial

"increase the number of shares of the Company’s authorized common stock from 30 million to 90 million"

Understanding 8-K Material Events →

FALSE000008042009-3000000804202026-03-312026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): March 31, 2026

POWELL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-12488

88-0106100

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

8550 Mosley Road

Houston

Texas

77075-1180

(Address of principal executive offices)

(Zip Code)

(713) 944-6900

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

POWL

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03– Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 6, 2026, Powell Industries, Inc. (NASDAQ: POWL) (the “Company”) previously announced a three-for-one forward stock split (the “Stock Split”) of the Company’s common stock. On March 31, 2026, the Company filed an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the previously announced Stock Split and proportionately increase the number of shares of the Company’s authorized common stock from 30 million to 90 million. The Amendment, which will become effective at 5:00 p.m. Eastern Time on April 1, 2026, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Trading is expected to commence on a split-adjusted basis at market open on April 6, 2026.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished as part of this Report.

Exhibit Number			Description
3.1			Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			POWELL INDUSTRIES, INC.
Date: March 31, 2026
			By:						/s/ Michael W. Metcalf
									Michael W. Metcalf
									Executive Vice President
									Chief Financial and Principal Accounting Officer
									(Principal Financial and Principal Accounting Officer)

FAQ

What did Powell Industries (POWL) announce regarding its stock on March 31, 2026?

Powell Industries approved and implemented a three-for-one forward stock split of its common stock. Each existing share will become three shares, preserving each investor’s overall economic interest while increasing the total number of shares outstanding in the market.

How does the three-for-one forward stock split affect Powell Industries (POWL) shareholders?

Each Powell Industries shareholder will receive three shares for every one share currently held. The total value of an investor’s position is intended to remain the same initially, because the share price typically adjusts downward in proportion to the increased share count.

When does Powell Industries’ stock split become effective and when will POWL trade split-adjusted?

The Certificate of Amendment effecting the stock split becomes effective at 5:00 p.m. Eastern Time on April 1, 2026. Powell Industries expects its common stock to begin trading on a split-adjusted basis at market open on April 6, 2026.

How did Powell Industries change its authorized common stock in connection with the split?

Powell Industries increased its authorized common stock from 30 million to 90 million shares. This change was implemented through a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, aligning the authorized share count with the three-for-one forward stock split.

What corporate filing did Powell Industries use to implement the stock split?

Powell Industries filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. This amendment formally effects the three-for-one forward stock split and the increase in authorized common stock from 30 million to 90 million shares.

Is the Powell Industries (POWL) stock split a reverse split or a forward split?

Powell Industries is conducting a three-for-one forward stock split of its common stock. In a forward split, shareholders receive additional shares, increasing the share count, while the market price per share generally adjusts lower so the total investment value initially stays the same.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 11.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB