Powell Industries (POWL) director granted 200 restricted stock units

Rhea-AI Filing Summary

Powell Industries director Richard E. Williams received a grant of 200 shares of restricted common stock as compensation for serving on the company’s board under the Non-Employee Director Equity Incentive Plan. These shares vest on the earlier of the first anniversary of the grant or the company’s 2027 annual stockholder meeting.

The filing notes that related RSUs convert into common stock on a one-for-one basis at vesting and that his holdings include shares with time-based vesting provisions. After this award, Williams directly holds 14,960 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Williams Richard E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	200	$0.01	$2.00

Holdings After Transaction: Common Stock — 14,960 shares (Direct)

Footnotes (1)

1. Represents shares of restricted stock that have been granted to the Reporting Person as compensation for serving on the Powell Industries Board of Directors under the Non-Employee Director Equity Incentive Plan. These shares vest on the earlier of the first anniversary from the date of the grant or the Company's 2027 Annual Stockholder Meeting. RSUs convert into common stock on a one-for-one basis at the time of vesting. Includes shares that have a time-based vesting provision.

Form 4 Insider Transactions: What Each Field Means →

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^*

Williams Richard E

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026	02/18/2026	A		200(1)(2)	A	$0.01	14,960(3)	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. Represents shares of restricted stock that have been granted to the Reporting Person as compensation for serving on the Powell Industries Board of Directors under the Non-Employee Director Equity Incentive Plan. These shares vest on the earlier of the first anniversary from the date of the grant or the Company's 2027 Annual Stockholder Meeting.

2. RSUs convert into common stock on a one-for-one basis at the time of vesting.

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

Remarks:

	Michael W. Metcalf, Power of Attorney for Richard E. Williams	02/19/2026
	** 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.

FAQ

What insider transaction did Powell Industries (POWL) report for Richard E. Williams?

Powell Industries reported that director Richard E. Williams received a grant of 200 restricted common shares as board compensation. The award comes under the Non-Employee Director Equity Incentive Plan and increases his direct holdings to 14,960 shares after the transaction.

How many Powell Industries (POWL) shares does Richard E. Williams hold after this Form 4?

After the reported grant, Richard E. Williams directly holds 14,960 Powell Industries common shares. This total includes the 200 restricted shares granted as compensation and other shares that are subject to time-based vesting provisions described in the filing’s footnotes.

Was the Powell Industries (POWL) Form 4 transaction a stock purchase or an award?

The Form 4 shows a stock award, not an open-market purchase. Richard E. Williams received 200 restricted common shares as compensation for serving on the board, at a stated price of $0.01 per share, categorized as a grant, award, or other acquisition.

When do Richard E. Williams’s new Powell Industries (POWL) restricted shares vest?

The 200 restricted shares vest on the earlier of two dates: the first anniversary of the grant date or Powell Industries’ 2027 annual stockholder meeting. This time-based vesting schedule is part of the company’s Non-Employee Director Equity Incentive Plan.

How do Powell Industries (POWL) RSUs held by Richard E. Williams convert into common stock?

The filing states that Powell Industries RSUs convert into common stock on a one-for-one basis at vesting. Some of Richard E. Williams’s reported holdings include shares subject to time-based vesting, aligning with this one-for-one RSU conversion mechanism.