Director at Powell Industries (POWL) receives 200-share restricted stock grant

Rhea-AI Filing Summary

Powell Industries director Stacey John received a grant of 200 shares of common stock as equity compensation. The shares were awarded at a stated value of $0.01 per share and increase his directly owned holdings to 6,160 shares after the transaction.

The award consists of restricted stock under the Non-Employee Director Equity Incentive Plan. These shares vest on the earlier of the first anniversary of the grant date or the company’s 2027 annual stockholder meeting, and the related RSUs convert into common stock on a one-for-one basis when they vest.

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^*

Stacey John

(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		A		200(1)(2)	A	$0.01	6,160(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 John G. Stacey	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 Stacey John?

Powell Industries reported that director Stacey John received a grant of 200 shares of common stock as equity compensation. The award was made under the Non-Employee Director Equity Incentive Plan and increased his directly owned holdings to 6,160 shares after the transaction.

At what value was Stacey John’s Powell Industries (POWL) stock grant recorded?

The grant to director Stacey John was recorded at $0.01 per share for 200 shares of common stock. This reflects the accounting or nominal value used for the equity award, rather than an open-market purchase price, and is part of his non-cash director compensation.

How many Powell Industries (POWL) shares does Stacey John own after this Form 4 transaction?

After the reported grant, director Stacey John beneficially owns 6,160 shares of Powell Industries common stock directly. This total includes the newly awarded 200 restricted shares and may also include shares that are subject to time-based vesting provisions, as noted in the filing’s footnotes.

What are the vesting terms of Stacey John’s Powell Industries (POWL) restricted stock grant?

The restricted shares granted to Stacey John vest on the earlier of the first anniversary of the grant date or Powell Industries’ 2027 annual stockholder meeting. Until vesting, the award remains subject to time-based conditions specified under the Non-Employee Director Equity Incentive Plan.

How do Powell Industries (POWL) RSUs held by Stacey John convert into common stock?

The Form 4 notes that Powell Industries restricted stock units, or RSUs, held by Stacey John convert into common stock on a one-for-one basis at the time of vesting. This means each vested RSU becomes one share, aligning his equity compensation directly with common stock ownership.

Is Stacey John’s Powell Industries (POWL) equity award a cash purchase or compensation grant?

The filing describes Stacey John’s 200-share award as restricted stock granted as compensation for serving on Powell Industries’ board. It is issued under the Non-Employee Director Equity Incentive Plan, reflecting non-cash compensation rather than an open-market cash purchase of shares.