Powell Industries (POWL) major holder gifts 4,000 shares, keeps large stake

Rhea-AI Filing Summary

Powell Industries Inc. 10% owner Thomas W. Powell reported non-market gifts of company stock. On March 11, 2026, he made bona fide gifts totaling 4,000 shares of Powell Industries common stock, including 2,000 shares transferred to the KRP 2025 Revocable Trust established for his spouse.

Following these transactions, Powell holds 648,472 shares directly and 1,623,328 shares indirectly through TWP Holdings, with an additional 6,000 shares held by the Spousal Trust. He disclaims beneficial ownership of the trust-held shares except to the extent of any pecuniary interest.

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^*

POWELL THOMAS W

(Last) (First) (Middle)

P.O. BOX 300

(Street)

GIDDINGS TX 78942

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		G(1)		2,000	D	$0	648,472	D
Common Stock	03/11/2026		G(1)		2,000	A	$0	6,000	I	By KRP 2025 Revocable Trust(2)(3)
Common Stock								1,623,328	I	Held in TWP Holdings(3)

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. This transaction involved the reporting person's gift of 2,000 shares of POWL common stock to the KRP 2025 Revocable Trust, a trust established for the benefit of the reporting person's spouse ("Spousal Trust"). The reporting person disclaims beneficial ownership of the securities held by the Spousal Trust, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. These shares are held directly by the Spousal Trust. The reporting person's spouse is the sole trustee of the Spousal Trust.

3. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

	/s/ Thomas W. Powell	03/12/2026
	** 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.
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FAQ

What insider transaction did Thomas W. Powell report for POWL?

Thomas W. Powell reported bona fide gifts of Powell Industries common stock. On March 11, 2026, he disclosed non-market gift transfers totaling 4,000 shares, rather than open-market sales or purchases, as part of his Form 4 insider reporting.

How many Powell Industries (POWL) shares did the insider gift?

The insider gifted a total of 4,000 Powell Industries shares. The Form 4 shows two bona fide gift transactions of 2,000 shares each, including a 2,000-share transfer to the KRP 2025 Revocable Trust created for his spouse’s benefit.

What are Thomas W. Powell’s Powell Industries holdings after the gifts?

After the gifts, Powell reports large remaining holdings in Powell Industries. He directly owns 648,472 shares and indirectly reports 1,623,328 shares through TWP Holdings, plus 6,000 shares held in a Spousal Trust, where he limits beneficial ownership claims.

Was the POWL insider transaction a market sale or a gift?

The reported POWL transactions were bona fide gifts, not market sales. The Form 4 uses transaction code G, indicating gift transfers at zero price per share, so no open-market selling or buying occurred in connection with these 4,000 shares.

What is the KRP 2025 Revocable Trust mentioned in the POWL filing?

The KRP 2025 Revocable Trust is a Spousal Trust receiving gifted POWL shares. Powell transferred 2,000 shares to this trust, established for his spouse’s benefit, and he disclaims beneficial ownership of securities held by the trust except for any pecuniary interest.

Does Thomas W. Powell claim beneficial ownership of POWL shares in the Spousal Trust?

Powell disclaims beneficial ownership of Spousal Trust POWL shares. The filing states he is not deemed the beneficial owner of securities held by the KRP 2025 Revocable Trust, except to the extent of his pecuniary interest, if any, under Section 16 rules.