[Form 4] POWELL INDUSTRIES INC Insider Trading Activity

Rhea-AI Filing Summary

Michael W. Metcalf, Executive Vice President of Powell Industries, Inc. (POWL), reported multiple open-market sales of common stock on 09/22/2025 executed under a Rule 10b5-1 trading plan adopted November 26, 2024. The filings show nine sales totaling 3,200 shares at reported average prices ranging from $292.81 to $302.97 across price ranges specified in footnotes. After these transactions the reporting person beneficially owned 25,700 shares, which include shares subject to time-based vesting provisions noted in the filing. The Form 4 is a routine disclosure of insider sales rather than an acquisition or derivative transaction.

Positive

• Sales executed under a documented Rule 10b5-1 trading plan, which supports pre-planned disposition and reduces concerns about opportunistic timing
• Complete disclosure of price ranges and post-transaction beneficial ownership, allowing investors and regulators to verify compliance
• Reporting includes note that some shares are time-based vested, clarifying nature of remaining holdings

Negative

• Insider sold a total of 3,200 shares, reducing direct beneficial ownership from higher counts to 25,700 shares
• Form reports only average prices with ranges; specific per-trade quantities at each exact price are not listed in the filing (available on request)

Insights

Financial Analyst

TL;DR: Insider sold 3,200 shares under a pre-established 10b5-1 plan; transactions appear routine and disclosed in compliance with Section 16.

The Form 4 documents nine separate open-market sales on 09/22/2025 executed pursuant to a Rule 10b5-1 plan adopted 11/26/2024. Total shares sold equal 3,200 and the filing reports a final beneficial holding of 25,700 shares. Prices reported are averages with specified execution ranges between approximately $292.51 and $303.56 across the tranches. From an analytical perspective, these sales reduce insider share exposure but are disclosed as pre-planned trades, which typically mitigates immediate governance concerns; no derivative activity or additional material events are reported.

Corporate Governance Expert

TL;DR: Sales were executed under a 10b5-1 plan and include time‑based vested shares; disclosure appears complete and timely.

The filing clearly states the 10b5-1 trading plan adoption date and provides explanatory footnotes for average prices and vesting. It lists the reporting person as an officer and includes the post-transaction beneficial ownership figure. There is no indication of insider purchases, option exercises, or derivative holdings in this Form 4. As presented, the disclosure meets Section 16 reporting requirements and provides staff or company access to transaction-level details upon request.

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).

1. Name and Address of Reporting Person^*

METCALF MICHAEL WILLIAM

(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)
	Exec Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025	09/22/2025	S		200(1)	D	$292.81(2)	28,700(3)	D
Common Stock	09/22/2025	09/22/2025	S		392(1)	D	$294(4)	28,308(3)	D
Common Stock	09/22/2025	09/22/2025	S		332(1)	D	$295.84(5)	27,976(3)	D
Common Stock	09/22/2025	09/22/2025	S		200(1)	D	$296.87(6)	27,776(3)	D
Common Stock	09/22/2025	09/22/2025	S		279(1)	D	$297.95(7)	27,497(3)	D
Common Stock	09/22/2025	09/22/2025	S		610(1)	D	$300.19(8)	26,887(3)	D
Common Stock	09/22/2025	09/22/2025	S		557(1)	D	$300.95(9)	26,330(3)	D
Common Stock	09/22/2025	09/22/2025	S		141(1)	D	$301.71(10)	26,189(3)	D
Common Stock	09/22/2025	09/22/2025	S		489(1)	D	$302.97(11)	25,700(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. The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2024.

2. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $292.51-293.50, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

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

4. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $293.60-294.58, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

5. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $295.18-296.16, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

6. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $296.37-297.03, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

7. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $297.46-298.31, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

8. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $299.48-300.39, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

9. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $300.49-301.44, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

10. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $301.52-302.40, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

11. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $302.66-303.56, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

Remarks:

	Michael W. Metcalf	09/24/2025
	** 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 did Michael W. Metcalf report in the Form 4 for POWL?

The Form 4 reports nine open-market sales on 09/22/2025 executed under a Rule 10b5-1 plan, totaling 3,200 shares sold and leaving 25,700 shares beneficially owned.

Were these sales part of a pre-established trading plan for POWL insider?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 26, 2024.

What price range did the POWL sales occur at?

The filing reports average prices and execution ranges across tranches, with reported ranges spanning approximately $292.51 to $303.56; average tranche prices are listed in the Form 4.

Does the Form 4 show any option exercises or derivative transactions for POWL?

No. Table II (derivative securities) contains no reported acquisitions or dispositions; only non-derivative common stock sales are listed.

Does the filing disclose whether remaining shares are restricted or vested?

The filing notes that the beneficial ownership figure includes shares that have a time-based vesting provision.

Who signed and dated the Form 4 for POWL?

The Form 4 is signed by Michael W. Metcalf and dated 09/24/2025.