[Form 4] Powell Industries Inc Insider Trading Activity

Rhea-AI Filing Summary

Powell Industries insider sale and remaining holdings. Frederick N. Mudge, Vice President, Operations, reported a sale of 6,400 shares of Powell Industries (POWL) common stock on 08/28/2025 at a reported price of $277.50 per share. Following the transaction he beneficially owns 24,988 shares, which the filing notes include shares subject to time-based vesting. The Form 4 identifies the transaction as a disposition by a company officer and was filed individually by the reporting person. No derivative transactions or other classes of securities are reported.

Positive

• Reporting officer retains 24,988 shares, indicating continued ownership and alignment with shareholders
• Form 4 discloses time-based vesting for remaining shares, showing some holdings remain subject to retention conditions

Negative

• Disposition of 6,400 shares at $277.50 reduced the officer's stake, representing a material sale of insider shares

Insights

Financial Analyst

TL;DR: Officer sold shares but retains a meaningful stake; transaction appears to be a routine disposition rather than option exercise.

The reported disposition of 6,400 shares at $277.50 reduces the reporting officer's direct stake to 24,988 shares. The filing lists the sale as a straightforward disposal of common stock and notes that remaining shares include time-based vesting shares. There are no reported derivative transactions or compensatory option exercises disclosed on this Form 4, suggesting a direct sale of owned shares. For investors, this is a non-event absent other context: it documents insider liquidity but does not by itself show company-level operational changes.

Corporate Governance Expert

TL;DR: Insider sale is material for disclosure but not necessarily a governance red flag without further context.

The Form 4 properly discloses an officer-level sale and the remaining beneficial ownership, including time-based vesting language. From a governance perspective, the filing meets Section 16 disclosure requirements and identifies the reporting relationship as Vice President, Operations. The presence of time-based vesting in retained shares indicates a continuing alignment with shareholder interests; however, the filing does not provide a plan code or indicate whether the sale was pre-arranged under a Rule 10b5-1 plan.

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^*

MUDGE FREDERICK N

(Last) (First) (Middle)

8550 MOSLEY ROAD

(Street)

HOUSTON TX 77075

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POWELL INDUSTRIES INC [ POWL ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President, Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025	08/28/2025	S		6,400	D	$277.5	24,988(1)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes shares that have a time-based vesting provision.

Remarks:

	Michael W. Metcalf, Power of Attorney for Frederick N Mudge	08/28/2025
	** 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

What insider transaction did POWL report for Frederick N. Mudge?

The Form 4 reports a disposition of 6,400 shares of Powell Industries common stock on 08/28/2025 at a reported price of $277.50 per share.

How many Powell Industries shares does the reporting officer own after the transaction?

Following the reported sale the officer beneficially owns 24,988 shares, which include shares subject to time-based vesting.

Was the reported transaction a derivative or equity sale?

The filing reports a non-derivative common stock disposition; no derivative securities were reported on this Form 4.

What is the reporting person’s role at Powell Industries in the filing?

The reporting person, Frederick N. Mudge, is identified as Vice President, Operations and filed the Form 4 as an individual reporting person.

Does the Form 4 indicate the sale was under a 10b5-1 plan?

The Form 4 does not indicate that the transaction was made pursuant to a 10b5-1 plan; no plan code or instruction box is checked in the provided content.