Powell Industries (POWL) director logs 5,250-share 10b5-1 stock sale

Rhea-AI Filing Summary

Powell Industries director Richard E. Williams reported open-market sales of a total of 5,250 shares of common stock on May 14, 2026, across three transactions at average prices around $298.88–$301.05 per share. These sales were made under a Rule 10b5-1 trading plan adopted on February 11, 2026, indicating they were pre-arranged rather than opportunistic. After the transactions, Williams continued to hold tens of thousands of shares directly, with reported holdings including shares subject to time-based vesting and adjusted for the company’s 3-for-1 forward stock split effective April 2, 2026.

Insights

Equity governance analyst

Director executes pre-planned sales while retaining a sizable stake.

Richard E. Williams, a director of Powell Industries, sold 5,250 shares of common stock in three open-market trades on May 14, 2026. Reported average prices ranged from about $298.88 to $301.05 per share.

The filing notes these trades occurred pursuant to a Rule 10b5-1 trading plan adopted on February 11, 2026, which typically means the sale schedule was set in advance. The filing also reflects a 3-for-1 forward split effective April 2, 2026 and indicates Williams still holds directly owned shares, including some with time-based vesting provisions.

Because the transactions are pre-planned and the director maintains a continuing equity position, this looks like routine portfolio diversification rather than a clear signal about the company’s outlook. Future company filings may provide additional context on overall insider ownership trends.

Insider Trade Summary

Net Seller: 5,250 shares

Net Sell 3 txns

Insider Williams Richard E

Role Director

Sold 5,250 shs ($1.57M)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,370	$298.88	$1.31M
Sale	Common Stock	740	$300.66	$222K
Sale	Common Stock	140	$301.05	$42K

Holdings After Transaction: Common Stock — 39,630 shares (Direct)

Footnotes (5)

1. F1. The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 11, 2026.
2. F2. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $298.88-299.00, 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. F3. The reported number of shares have been adjusted to reflect the impact of the issuer's 3-for-1 forward split of its Common Stock effected on April 2, 2026.
4. F4. Includes shares that have a time-based vesting provision.
5. F5. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $300.00-301.00, 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.

Key Figures

Shares sold (total): 5,250 shares Sale price (first transaction): $298.88 per share Sale price (second transaction): $300.66 per share +3 more

6 metrics

Shares sold (total) 5,250 shares Open-market sales on May 14, 2026

Sale price (first transaction) $298.88 per share Average price for 4,370-share sale

Sale price (second transaction) $300.66 per share Average price for 740-share sale

Sale price (third transaction) $301.05 per share Average price for 140-share sale

Trading plan adoption date February 11, 2026 Rule 10b5-1 trading plan

Stock split ratio 3-for-1 forward split Effective April 2, 2026

Key Terms

Rule 10b5-1 trading plan, 3-for-1 forward split, time-based vesting provision, open-market sale

4 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

3-for-1 forward split financial

"adjusted to reflect the impact of the issuer's 3-for-1 forward split of its Common Stock effected on April 2, 2026"

time-based vesting provision financial

"Includes shares that have a time-based vesting provision"

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/15/2026 - 04:21 PM Learn about SEC filing dates

FAQ

What insider transactions did Powell Industries (POWL) report for Richard E. Williams?

Director Richard E. Williams reported selling a total of 5,250 Powell Industries common shares in three open-market transactions on May 14, 2026. The reported average sale prices ranged from about $298.88 to $301.05 per share, according to the Form 4 filing.

Were the May 14, 2026 POWL insider sales by Richard E. Williams pre-planned?

Yes. The Form 4 states the sales were effected under a Rule 10b5-1 trading plan adopted on February 11, 2026. Such plans typically schedule trades in advance, reducing the likelihood that timing reflects short-term views on Powell Industries’ share price.

At what prices did Richard E. Williams sell Powell Industries (POWL) stock?

The filing reports average sale prices of $298.88, $300.66, and $301.05 per share across the three May 14, 2026 transactions. Footnotes explain these are volume-weighted averages for multiple trades within narrow price ranges around those levels.

How many Powell Industries (POWL) shares does Richard E. Williams hold after the reported sales?

After the reported May 14, 2026 sales totaling 5,250 shares, the Form 4 shows that Williams continues to hold a substantial number of Powell Industries common shares directly, including some subject to time-based vesting provisions, adjusted for the 3-for-1 stock split.

How did Powell Industries’ 3-for-1 stock split affect Richard E. Williams’ reported holdings?

A footnote states the share amounts in the Form 4 were adjusted for Powell Industries’ 3-for-1 forward stock split effective April 2, 2026. This means Williams’ reported holdings and transaction share counts reflect the post-split share quantities, not pre-split figures.

What does the Rule 10b5-1 trading plan note mean for POWL insider selling?

The Rule 10b5-1 reference means Williams’ sales followed a pre-established trading plan adopted February 11, 2026. These plans automate trades based on preset conditions, so the timing of sales generally carries less informational weight about short-term expectations for Powell Industries.

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).

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^*

Williams Richard E

(Last) (First) (Middle)

8550 MOSLEY ROAD

(Street)

HOUSTON TEXAS 77075

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/14/2026	05/14/2026	S		4,370(1)	D	$298.88(2)	40,510(3)(4)	D
Common Stock	05/14/2026	05/14/2026	S		740(1)	D	$300.66(5)	39,770(3)(4)	D
Common Stock	05/14/2026	05/14/2026	S		140(1)	D	$301.05	39,630(3)(4)	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 February 11, 2026.

2. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $298.88-299.00, 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. The reported number of shares have been adjusted to reflect the impact of the issuer's 3-for-1 forward split of its Common Stock effected on April 2, 2026.

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

5. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $300.00-301.00, 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, Power of Attorney for Richard E. Williams	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)