Major POWL holder Thomas W. Powell reports open-market stock sales

Rhea-AI Filing Summary

Powell Industries Inc. 10% owner Thomas W. Powell reported multiple open-market sales of the company’s common stock. On February 11–12, 2026, he sold blocks of 7,976, 2,309, 8,511, 6,320 and 80 shares at weighted-average prices between $592.2739 and $602.575. On February 13, 2026, he sold an additional 120 shares at $600.0633, leaving 651,949 shares held directly. The filing also shows 1,623,328 shares held indirectly through TWP Holdings and 4,000 shares held indirectly by his spouse, Kimberly R. Powell, for which he disclaims beneficial ownership beyond any pecuniary interest.

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

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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^*

POWELL THOMAS W

(Last) (First) (Middle)

P.O. BOX 300

(Street)

GIDDINGS TX 78942

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		S		7,976	D	$592.2739(1)	669,289	D
Common Stock	02/11/2026		S		2,309	D	$593.5695(2)	666,980	D
Common Stock	02/12/2026		S		8,511	D	$600.5607(3)	658,469	D
Common Stock	02/12/2026		S		6,320	D	$601.3877(4)	652,149	D
Common Stock	02/12/2026		S		80	D	$602.575(5)	652,069	D
Common Stock	02/13/2026		S		120	D	$600.0633(6)	651,949	D
Common Stock								1,623,328	I	Held in TWP Holdings
Common Stock								4,000	I	Kimberly R. Powell(7)(8)

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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $592.00 to $592.970, inclusive.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $593.00 to $593.840, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $600.00 to $600.820, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $601.00 to $601.945, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $602.55 to $602.600, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $600.00 to $600.190, inclusive.

7. These shares are held directly by the spouse of Thomas W. Powell.

8. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

	/s/ Thomas W. Powell	02/13/2026
	** 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 does the latest Form 4 for POWL report?

The Form 4 for POWL reports that 10% owner Thomas W. Powell executed several open-market sales of Powell Industries common stock in February 2026, updating his direct and indirect ownership positions in the company’s shares.

How many Powell Industries (POWL) shares did Thomas W. Powell sell?

The filing shows multiple sales: 7,976 and 2,309 shares on February 11, 8,511, 6,320 and 80 shares on February 12, and 120 shares on February 13, 2026, all reported as open-market sales of Powell Industries (POWL) common stock.

At what prices were POWL shares sold in Thomas W. Powell’s Form 4?

Each transaction used a weighted-average price. Reported prices range from $592.2739 to $602.575, with footnotes noting that individual trades within each batch occurred in narrower price bands around those averages for Powell Industries (POWL) common stock.

How many POWL shares does Thomas W. Powell own after these sales?

After the reported transactions, 651,949 Powell Industries (POWL) shares are held directly. The Form 4 also lists 1,623,328 shares held indirectly through TWP Holdings and 4,000 shares held indirectly by his spouse, Kimberly R. Powell.

What indirect POWL holdings are disclosed for Thomas W. Powell?

The filing shows indirect ownership of 1,623,328 POWL shares held in TWP Holdings and 4,000 shares held by his spouse, Kimberly R. Powell. It states he disclaims beneficial ownership of these, except to the extent of any pecuniary interest.

What does “weighted average price” mean in the POWL Form 4?

For each sale batch, the reported figure is a weighted-average price across multiple trades. Footnotes state POWL shares were sold in several transactions within specified price ranges, and the average price reflects the combined volume-weighted results.