Joseph B. Armes - 16 Jun 2025 Form 4 Insider Report for CSW INDUSTRIALS, INC. (CSWI)

Signature
/s/Luke E. Alverson, Attorney in Fact
Issuer symbol
CSWI
Transactions as of
16 Jun 2025
Net transactions value
-$290,279
Form type
4
Filing time
17 Jun 2025, 16:42:11 UTC
Previous filing
28 May 2025
Next filing
15 Jul 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Armes Joseph B Chairman, President & CEO, Director 5420 LYNDON B JOHNSON FWY, STE. 500, DALLAS /s/Luke E. Alverson, Attorney in Fact 17 Jun 2025 0001413614

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CSWI Common Stock Sale $7,787 -27 -0.04% $288.39 65,495 16 Jun 2025 Direct F1, F2
transaction CSWI Common Stock Sale $117,395 -406 -0.62% $289.15 65,089 16 Jun 2025 Direct F1, F3
transaction CSWI Common Stock Sale $63,514 -219 -0.34% $290.02 64,870 16 Jun 2025 Direct F1, F4
transaction CSWI Common Stock Sale $45,108 -155 -0.24% $291.02 64,715 16 Jun 2025 Direct F1, F5
transaction CSWI Common Stock Sale $29,517 -101 -0.16% $292.25 64,614 16 Jun 2025 Direct F1, F6
transaction CSWI Common Stock Sale $26,076 -89 -0.14% $292.99 64,525 16 Jun 2025 Direct F1, F7
transaction CSWI Common Stock Sale $882 -3 -0% $293.85 64,522 16 Jun 2025 Direct F1, F8
holding CSWI Common Stock 3,219 16 Jun 2025 by ESOP F9

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 8,004 16 Jun 2025 Common Stock 8,004 Direct F10
holding CSWI Performance Rights 8,236 16 Jun 2025 Common Stock 8,236 Direct F11
holding CSWI Performance Rights 12,422 16 Jun 2025 Common Stock 12,422 Direct F12
holding CSWI Performance Rights 18,372 16 Jun 2025 Common Stock 18,372 Direct F13
holding CSWI Restricted Stock Units 19,685 16 Jun 2025 Common Stock 19,685 Direct F14
* 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 September 12, 2024.
F2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.56 to $288.55, 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 $288.57 to $289.57, 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 $289.58 to $290.57, 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 $290.59 to $291.55, 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 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.59 to $292.59, 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.
F7 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.60 to $293.61, 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.
F8 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.66 to $294.11, 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.
F9 Amount of securities beneficially owned reflects the annual contribution made by the Company and held for the reporting person's benefit within the CSW Industrials, Inc. Employee Stock Ownership Program ("ESOP").
F10 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.
F11 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.
F12 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, 2023 and 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.
F13 Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest in two equal amounts, at a rate between 0% and 200%, during two performance cycles beginning April 1, 2021 ending on each of March 31, 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.
F14 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.