Sarner Michael Scott 4

What Happened
Michael Scott Sarner, President, CEO, and a director of Capital Southwest Corp (CSWC), received a grant of 140,000 restricted shares on 2026-06-09. To cover tax liabilities on the vesting, 13,765 shares were withheld on 2026-06-09 at $23.28 (proceeds $320,449) and 11,705 shares were withheld on 2026-06-10 at $23.54 (proceeds $275,536). Total shares withheld: 25,470; total proceeds from withholding: $595,985. The grant itself was reported as an award (code A) and the withholding transactions are reported as tax withholding (code F).

Key Details

• Transaction dates and prices:
  • 2026-06-09: Award of 140,000 restricted shares (code A; reported value $0 on Form 4)
  • 2026-06-09: 13,765 shares withheld for taxes at $23.28 (F) — $320,449
  • 2026-06-10: 11,705 shares withheld for taxes at $23.54 (F) — $275,536
• Total withheld: 25,470 shares for taxes; total proceeds ≈ $595,985.
• Shares owned after transaction: Not specified in the provided filing.
• Footnotes: Withholding was to satisfy tax liabilities upon vesting under the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan. The withholding sale was approved by the Compensation Committee and is exempt from Section 16(b) under Rule 16b-3(e).
• Filing: Form 4 was filed on 2026-06-10 covering the reported events; no late-filing notation appears in the provided data.

Context
This was a restricted stock award (typical employee compensation). The withheld-share transactions are a cashless withholding mechanism to pay taxes at vesting (common and not a market-timing sale by the insider). Such awards are compensation, not an open-market buy/sell signal — the important takeaways are the size of the award (140,000 shares) and that a portion of shares were surrendered to cover taxes.