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

Rhea-AI Filing Summary

Powell Industries director Katheryn Baucom received an equity grant of 200 shares of common stock as compensation for board service. The award is structured as restricted stock under the Non-Employee Director Equity Incentive Plan at a reference price of $0.01 per share.

These restricted shares vest on the earlier of the first anniversary of the grant date or the company’s 2027 annual stockholder meeting. After this grant, Baucom directly holds a total of 5,960 common shares, some of which are subject to time-based vesting provisions and convert to 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

OMB APPROVAL

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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^*

CURTIS KATHERYN BAUCOM

(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	5,960(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 Katheryn B. Curtis	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 did Katheryn Baucom report in her Form 4 for POWL?

Katheryn Baucom reported receiving a grant of 200 shares of Powell Industries common stock as restricted stock compensation for serving on the board. The award was priced at $0.01 per share and increases her directly held position to 5,960 shares.

Is the POWL insider transaction by Katheryn Baucom a purchase or a grant?

The POWL insider transaction is a grant, not an open-market purchase. Baucom received 200 restricted shares as compensation under Powell Industries’ Non-Employee Director Equity Incentive Plan rather than buying shares in the market.

When do Katheryn Baucom’s 200 restricted POWL shares vest?

The 200 restricted Powell Industries shares vest on the earlier of the first anniversary of the grant date or the company’s 2027 annual stockholder meeting. Vesting timing is therefore tied to either the one-year mark or that specific shareholder meeting.

How many Powell Industries shares does Katheryn Baucom own after this Form 4?

After this grant, Katheryn Baucom directly holds 5,960 Powell Industries common shares. This total includes shares subject to time-based vesting provisions that convert into common stock on a one-for-one basis once the vesting conditions are satisfied.

What type of equity plan is used for Katheryn Baucom’s POWL grant?

The 200-share grant was issued under Powell Industries’ Non-Employee Director Equity Incentive Plan. This plan provides restricted stock awards to directors as part of their compensation, with shares subject to vesting and one-for-one conversion into common stock at vesting.

How do Baucom’s POWL restricted shares convert at vesting?

Baucom’s restricted stock units convert into Powell Industries common stock on a one-for-one basis when they vest. This means each vested RSU becomes one share, aligning her equity compensation directly with the company’s common stock over time.