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

Rhea-AI Filing Summary

Powell Industries director Mark W. Smith received an equity grant of 200 shares of common stock as compensation for serving on the company’s Board of Directors. The award is in the form of restricted stock under the Non-Employee Director Equity Incentive Plan at a stated price of $0.01 per share.

After this grant, Smith directly holds 430 common shares, including shares that have time-based vesting provisions. The restricted 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 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^*

Smith Mark 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	430(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, by Power of Attorney	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 Powell Industries (POWL) director Mark W. Smith report on this Form 4?

Mark W. Smith reported receiving an equity grant of 200 restricted common shares as board compensation. The grant came under Powell Industries’ Non-Employee Director Equity Incentive Plan and increased his directly held common stock position to 430 shares after the transaction.

How many Powell Industries (POWL) shares did Mark W. Smith acquire and at what price?

Mark W. Smith acquired 200 shares of Powell Industries common stock at a stated price of $0.01 per share. These shares are structured as restricted stock granted as compensation for his service on the Board of Directors under the company’s non-employee director plan.

What is Mark W. Smith’s total Powell Industries (POWL) shareholding after this grant?

After the reported grant, Mark W. Smith directly owns 430 shares of Powell Industries common stock. This total includes shares subject to time-based vesting provisions, reflecting both previously held and newly granted restricted stock positions disclosed in the Form 4 filing.

How do the restricted shares and RSUs for Powell Industries (POWL) director vest and convert?

The restricted shares granted to Mark W. Smith vest on the earlier of the first anniversary of the grant date or Powell Industries’ 2027 Annual Stockholder Meeting. Related RSUs convert into common stock on a one-for-one basis at the time they vest, according to the filing footnotes.

Why did Powell Industries (POWL) grant restricted stock to Mark W. Smith?

Powell Industries granted restricted stock to Mark W. Smith as compensation for his service on the Board of Directors. The award was made under the Non-Employee Director Equity Incentive Plan and is structured with time-based vesting, aligning director compensation with the company’s equity performance.