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

Rhea-AI Filing Summary

Powell Industries director James W. McGill reported receiving a grant of 200 shares of common stock as compensation for serving on the company’s Board of Directors under the Non-Employee Director Equity Incentive Plan. The shares are restricted and vest on the earlier of the first anniversary of the grant date or the company’s 2027 annual stockholder meeting.

Following this award, McGill directly holds 10,360 common shares, which include shares subject to time-based vesting provisions. Footnotes explain that related restricted stock units convert into common stock on a one-for-one basis at vesting.

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^*

McGill James W

(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	10,360(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 James W. McGill	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) disclose for James W. McGill?

Powell Industries disclosed that director James W. McGill received a grant of 200 shares of common stock as compensation for Board service. The award is structured as restricted stock under the company’s Non-Employee Director Equity Incentive Plan.

At what price was the Powell Industries (POWL) stock grant to James W. McGill recorded?

The stock grant to James W. McGill was recorded at $0.01 per share for 200 common shares. This reflects the accounting allocation for the restricted stock award rather than an open-market purchase price.

When do James W. McGill’s Powell Industries (POWL) restricted shares vest?

McGill’s restricted shares vest on the earlier of one year from the grant date or the company’s 2027 annual stockholder meeting. Until vesting, the shares are subject to time-based vesting conditions described in the award footnotes.

How many Powell Industries (POWL) shares does James W. McGill hold after this award?

After the restricted stock award, James W. McGill directly holds 10,360 shares of Powell Industries common stock. This total includes shares that are subject to time-based vesting provisions under the company’s equity incentive arrangements.

What does the Form 4 say about RSUs for Powell Industries (POWL) director James W. McGill?

The filing notes that related RSUs convert into common stock on a one-for-one basis at vesting. It also states that the total share holdings include amounts with time-based vesting conditions tied to the company’s equity incentive programs.

Is James W. McGill’s Powell Industries (POWL) transaction a buy or a grant?

The transaction is characterized as a grant or award acquisition, not an open-market buy. It represents 200 restricted common shares granted as compensation for serving on Powell Industries’ Board of Directors under the Non-Employee Director Equity Incentive Plan.