Powell Industries (POWL) insider shifts 49,778 shares to exchange fund

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

POWELL THOMAS W reported open-market sale transactions in this Form 4 filing.

POWELL INDUSTRIES INC insider Thomas W. Powell contributed 49,778 shares of Common Stock to an exchange fund. The shares were valued at $502.23 per share to determine how many exchange fund shares he received in return, according to the filing footnotes.

After this disposition, Powell holds 598,694 shares directly. The filing also reports 6,000 shares held indirectly through the KRP 2025 Revocable Trust for his spouse and 1,623,328 shares held indirectly through TWP Holdings, with Powell disclaiming beneficial ownership of these indirect positions except to the extent of any pecuniary interest.

Insider Trade Summary

Net Seller: 49,778 shares ($25,000,005)

Net Sell 3 txns

Insider POWELL THOMAS W

Role 10% Owner

Sold 49,778 shs ($25.00M)

Type	Security	Shares	Price	Value
Sale	Common Stock	49,778	$502.23	$25.00M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 598,694 shares (Direct); Common Stock — 6,000 shares (Indirect, By KRP 2025 Revocable Trust)

Footnotes (1)

The reporting person contributed 49,778 shares of POWL common stock to an exchange fund in exchange for shares of the exchange fund. The POWL common stock was valued at $502.23 per share for the purpose of determining the number of shares of the exchange fund issuable to the reporting person. These shares are held directly by the KRP 2025 Revocable Trust, a trust established for the benefit of the reporting person's spouse ("Spousal Trust"). The reporting person's spouse is the sole trustee of the 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/23/2026 - 04:32 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
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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^*

POWELL THOMAS W

(Last)

(First)

(Middle)

P.O. BOX 300

(Street)

GIDDINGS

TEXAS

78942

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		S⁽¹⁾		49,778	D	$502.23⁽¹⁾	598,694	D
Common Stock								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)
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)

Explanation of Responses:

1. The reporting person contributed 49,778 shares of POWL common stock to an exchange fund in exchange for shares of the exchange fund. The POWL common stock was valued at $502.23 per share for the purpose of determining the number of shares of the exchange fund issuable to the reporting person.

2. These shares are held directly by the KRP 2025 Revocable Trust, a trust established for the benefit of the reporting person's spouse ("Spousal Trust"). The reporting person's spouse is the sole trustee of the 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.

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	03/23/2026
	** 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 Thomas W. Powell do in this Powell Industries (POWL) Form 4 filing?

Thomas W. Powell contributed 49,778 Powell Industries common shares to an exchange fund. In return, he received shares of the exchange fund, using a per-share valuation of $502.23 to calculate how many exchange fund shares he would obtain.

How many Powell Industries (POWL) shares did Thomas W. Powell move and at what valuation?

He moved 49,778 Powell Industries common shares into an exchange fund. The filing states these shares were valued at $502.23 per share solely for determining the number of exchange fund shares issuable to him in the transaction.

How many Powell Industries (POWL) shares does Thomas W. Powell hold directly after the transaction?

Following the exchange fund contribution, Thomas W. Powell directly holds 598,694 Powell Industries common shares. This figure reflects his remaining direct ownership after transferring 49,778 shares, as reported in the post-transaction holdings column of the non-derivative table.

What indirect Powell Industries (POWL) holdings are reported for Thomas W. Powell?

The filing lists 6,000 shares held indirectly through the KRP 2025 Revocable Trust and 1,623,328 shares held indirectly through TWP Holdings. Powell disclaims beneficial ownership of these indirect positions, except to the extent of any pecuniary interest he may have in those entities.

Was Thomas W. Powell’s Powell Industries (POWL) transaction an open-market sale for cash?

The transaction is coded as a sale but described as contributing 49,778 shares to an exchange fund in exchange for fund shares. The footnote explains the POWL shares were valued at $502.23 per share to determine how many exchange fund shares he received.

Why is the KRP 2025 Revocable Trust mentioned in the Powell Industries (POWL) Form 4?

The KRP 2025 Revocable Trust holds 6,000 Powell Industries shares for the benefit of Powell’s spouse. His spouse is sole trustee, and he disclaims beneficial ownership of these securities under Section 16, other than any pecuniary interest he may have.