Powell Industries insider files Form 4 after sale and purchase of shares

Rhea-AI Filing Summary

John Birchall, a Managing Director and officer of Powell Industries, reported two transactions on Form 4. On 09/30/2025 he sold 433 shares of Powell Industries common stock at an average price of $301.28, leaving him with 6,267 shares beneficially owned after the sale (the filing notes some shares include a time-based vesting provision). On 10/01/2025 he acquired 300 shares at an average price of $287.18 (calculated as the average September closing price), bringing his total to 6,567 shares. The Form 4 was executed by Michael W. Metcalf as power of attorney on 10/01/2025.

Positive

• Purchase reported: Officer acquired 300 shares on 10/01/2025, increasing beneficial ownership to 6,567 shares.
• Clear disclosure: Filing specifies prices, dates, and that some shares have a time-based vesting provision.

Negative

• Disposition reported: Officer sold 433 shares on 09/30/2025 at an average price of $301.28.
• Limited context: Filing provides transactions only; no explanation of reason for sale or purchase is provided.

Insights

Financial Analyst

TL;DR: Routine insider sale and purchase resulting in a modest net increase of 300 shares; not a clearly material signal.

The filing documents a small block sale of 433 shares on 09/30/2025 and a purchase of 300 shares on 10/01/2025 for John Birchall, a Managing Director and officer. The sale price is reported as the average of the high and low on 09/30/2025 ($301.28) and the purchase price uses the average September closing price ($287.18). Beneficial ownership moves from 6,267 shares after the sale to 6,567 shares after the purchase. For most investors, these transactions are routine insider activity and do not by themselves provide a material change to the company's capital structure.

Corporate Governance Expert

TL;DR: Officer used a power of attorney to file Form 4; transactions are disclosed correctly and include vesting note.

The report is signed under power of attorney by Michael W. Metcalf on 10/01/2025 and clearly states the reporting person's roles as Director and Managing Director. The filing discloses that some shares include a time-based vesting provision, which is important for assessing the nature of beneficial ownership. The disclosure appears complete for the reported transactions and conforms to Section 16 reporting expectations.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Birchall John

Role Managing Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	300	$287.18	$86K
Tax Withholding	Common Stock	433	$301.28	$130K

Holdings After Transaction: Common Stock — 6,567 shares (Direct)

Footnotes (1)

1. Represents the average of the high and low stock price on 09/30/2025. Includes shares that have a time-based vesting provision. Represents the average closing stock price from September 1, 2025 - September 30, 2025.

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).

1. Name and Address of Reporting Person^*

Birchall 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025	09/30/2025	F		433	D	$301.28(1)	6,267(2)	D
Common Stock	10/01/2025	10/01/2025	A		300	A	$287.18(3)	6,567(2)	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 the average of the high and low stock price on 09/30/2025.

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

3. Represents the average closing stock price from September 1, 2025 - September 30, 2025.

Remarks:

	Michael W. Metcalf, Power of Attorney for John Birchall	10/01/2025
	** 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 insider transactions did POWL officer John Birchall report?

He sold 433 shares on 09/30/2025 at an average price of $301.28 and acquired 300 shares on 10/01/2025 at an average price of $287.18.

How many Powell Industries shares does John Birchall beneficially own after these transactions?

The filing shows 6,567 shares beneficially owned after the 10/01/2025 purchase.

Does the Form 4 indicate any special restrictions on Birchall's shares?

Yes, the filing states that the reported holdings include shares with a time-based vesting provision.

Who signed the Form 4 for John Birchall and when?

The Form 4 was executed by Michael W. Metcalf, Power of Attorney, on 10/01/2025.

What prices were used to report the sale and purchase?

The sale price ($301.28) is the average of the high and low on 09/30/2025; the purchase price ($287.18) is the average closing price for September 2025.