Joseph B. Armes - Aug 15, 2024 Form 4 Insider Report for CSW INDUSTRIALS, INC. (CSWI)

Role
Chairman, President & CEO, Director
Signature
/s/Luke E. Alverson, Attorney in Fact
Stock symbol
CSWI
Transactions as of
Aug 15, 2024
Transactions value $
-$313,261
Form type
4
Date filed
8/16/2024, 04:45 PM
Previous filing
Jul 16, 2024
Next filing
Sep 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CSWI Common Stock Sale -$9.65K -31 -0.06% $311.28 53.5K Aug 15, 2024 Direct F1, F2
transaction CSWI Common Stock Sale -$91K -291 -0.54% $312.69 53.3K Aug 15, 2024 Direct F1, F3
transaction CSWI Common Stock Sale -$173K -553 -1.04% $313.39 52.7K Aug 15, 2024 Direct F1, F4
transaction CSWI Common Stock Sale -$39.3K -125 -0.24% $314.51 52.6K Aug 15, 2024 Direct F1, F5
holding CSWI Common Stock 1.5K Aug 15, 2024 JBA Family Partners, L.P.
holding CSWI Common Stock 3.14K Aug 15, 2024 by ESOP

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CSWI Performance Rights 8.24K Aug 15, 2024 Common Stock 8.24K Direct F6
holding CSWI Performance Rights 12.4K Aug 15, 2024 Common Stock 12.4K Direct F7
holding CSWI Performance Rights 7.85K Aug 15, 2024 Common Stock 7.85K Direct F8
holding CSWI Performance Rights 27.6K Aug 15, 2024 Common Stock 27.6K Direct F9
holding CSWI Restricted Stock Units 19.7K Aug 15, 2024 Common Stock 19.7K Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on November 17, 2023.
F2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $310.81 to $311.75, 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.
F3 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $312.06 to $313.02, 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.
F4 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $313.07 to $313.97, 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.
F5 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $314.15 to $314.81, 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.
F6 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.
F7 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 April 1, 2023 ending on March 31, 2026 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.
F8 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, 2022 and ending on March 31, 2025 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.
F9 Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest in three equal amounts, at a rate between 0% and 200%, during three performance cycles ending on each of March 31, 2025, 2026, and 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.
F10 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.