Was the CSW (CSW) CEO’s 1,500-share sale pre-planned?

Yes. The filing states the transaction was effected under a Rule 10b5-1 trading plan established by the reporting person on August 12, 2025. Such plans schedule trades in advance, making the timing more routine and less tied to short-term market developments.

CSW INDUSTRIALS (CSW) CEO sells 1,500 shares, retains large stake and performance rights

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

CSW INDUSTRIALS, INC. Chairman, President & CEO Joseph B. Armes reported an open-market sale of 1,500 shares of common stock at an average price of $283.9422 per share, executed under a pre-arranged Rule 10b5-1 trading plan.

After the sale, he directly holds 70,600 common shares and also has 3,219 shares held indirectly through an ESOP. In addition, he holds 19,685 restricted stock units and multiple tranches of performance rights tied to future relative total shareholder return versus the Russell 2000 Index, which may settle in cash or shares if performance and vesting conditions are met.

Insider Trade Summary 10b5-1

Net Seller: 1,500 shares ($425,913)

Net Sell 7 txns

Insider Armes Joseph B

Role Chairman, President & CEO

Sold 1,500 shs ($426K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,500	$283.9422	$426K
holding	Performance Rights	--	--	--
holding	Performance Rights	--	--	--
holding	Performance Rights	--	--	--
holding	Performance Rights	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 70,600 shares (Direct, null); Performance Rights — 9,836 shares (Direct, null); Restricted Stock Units — 19,685 shares (Direct, null); Common Stock — 3,219 shares (Indirect, by ESOP)

Footnotes (1)

The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 12, 2025. The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $281.565 to $284.75, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 250% during a three-year performance cycle beginning on April 1, 2026 and ending on March 31, 2029 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2025, and ending on March 31, 2028, based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2024, and ending on March 31, 2027, based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200%, during a performance cycle beginning April 1, 2021 and ending on March 31, 2027 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting. 40% of the restricted stock units vest no earlier than April 26, 2025 upon the successful recruitment and hiring of a successor Chief Executive Officer; the remaining 60% vest upon the successful first employment anniversary of a successor Chief Executive Officer.

Key Figures

Shares sold: 1,500 shares Sale price: $283.9422 per share Direct common shares after sale: 70,600 shares +5 more

8 metrics

Shares sold 1,500 shares Open-market sale of common stock

Sale price $283.9422 per share Weighted average sale price

Direct common shares after sale 70,600 shares Common stock directly held post-transaction

Indirect ESOP shares 3,219 shares Common stock held indirectly by ESOP

Restricted stock units 19,685 units Each unit convertible into one common share at vesting

Performance rights tranche 9,186 underlying shares One of several performance rights awards outstanding

Performance rights tranche 8,236 underlying shares Another performance rights award outstanding

Performance rights tranche 9,836 underlying shares Additional performance rights award outstanding

Key Terms

10b5-1 trading plan, performance right, restricted stock unit, relative total shareholder return, +1 more

5 terms

10b5-1 trading plan financial

"The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 12, 2025."

A 10b5-1 trading plan is a pre-arranged strategy that allows company insiders to buy or sell company stock at set times, regardless of their current knowledge about the company's situation. It acts like a scheduled appointment for trading, helping prevent the appearance of impropriety or insider trading. This plan provides a way for insiders to sell or buy shares in a controlled, transparent manner, offering reassurance to investors about fair trading practices.

performance right financial

"Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting."

restricted stock unit financial

"Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

relative total shareholder return financial

"based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle."

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

Russell 2000 Index financial

"in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle."

A stock-market benchmark that tracks about 2,000 small-cap U.S. companies, the Russell 2000 gives a snapshot of how smaller publicly traded firms are performing. Investors use it like a thermometer or yardstick for the small-company segment of the market—funds and portfolio managers compare returns to it, and its movements can signal changes in economic risk appetite or growth expectations; it is weighted so larger small companies have a bigger influence on the index.

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Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 04:05 PM

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^*

Armes Joseph B

(Last)

(First)

(Middle)

5420 LYNDON B JOHNSON FWY

STE. 500

(Street)

DALLAS

TEXAS

75240-1007

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CSW INDUSTRIALS, INC. [ CSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2026		S⁽¹⁾		1,500	D	$283.9422⁽²⁾	70,600	D
Common Stock								3,219	I	by ESOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	9,836		9,836	D
Performance Rights	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	8,004		8,004	D
Performance Rights	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	8,236		8,236	D
Performance Rights	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	9,186		9,186	D
Restricted Stock Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	19,685		19,685	D

Explanation of Responses:

1. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 12, 2025.

2. The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $281.565 to $284.75, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

3. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 250% during a three-year performance cycle beginning on April 1, 2026 and ending on March 31, 2029 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

4. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2025, and ending on March 31, 2028, based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

5. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2024, and ending on March 31, 2027, based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

6. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200%, during a performance cycle beginning April 1, 2021 and ending on March 31, 2027 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

7. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting. 40% of the restricted stock units vest no earlier than April 26, 2025 upon the successful recruitment and hiring of a successor Chief Executive Officer; the remaining 60% vest upon the successful first employment anniversary of a successor Chief Executive Officer.

Remarks:

	/s/ Luke E. Alverson, Attorney-in-Fact for Joseph B. Armes	05/27/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did CSW (CSW) CEO Joseph B. Armes report in this Form 4?

Joseph B. Armes reported an open-market sale of 1,500 CSW INDUSTRIALS common shares at an average price of $283.9422 per share. The filing also updates his remaining direct and indirect shareholdings and his outstanding restricted stock units and performance rights.

How many CSW (CSW) common shares does the CEO hold after this sale?

Following the reported sale, Joseph B. Armes directly holds 70,600 shares of CSW INDUSTRIALS common stock. He also has 3,219 additional shares held indirectly through an ESOP, as well as separate positions in restricted stock units and performance rights linked to future performance.

What restricted stock units does the CSW (CSW) CEO hold according to this filing?

The CEO holds 19,685 restricted stock units, each representing a contingent right to receive one CSW common share at vesting. Vesting is tied to successfully recruiting and hiring a successor CEO and that successor’s first employment anniversary, with 40% and 60% vesting tranches respectively.

How are the CSW (CSW) CEO’s performance rights structured in this Form 4?

Each performance right represents a contingent right to receive one CSW common share, vesting over three-year performance cycles. Payouts range between 0% and 200–250% based on relative total shareholder return versus the Russell 2000 Index and may be settled in cash or shares at the issuer’s discretion.

Over what periods do CSW (CSW) performance rights in this filing measure performance?

The performance rights are tied to several three-year cycles beginning April 1 of 2021, 2024, 2025, and 2026, ending between March 31, 2027 and March 31, 2029. Relative total shareholder return against the Russell 2000 Index determines the ultimate vesting percentage within each cycle.