Armes Joseph B 4
4 · CSW INDUSTRIALS, INC. · Filed Apr 7, 2026
Research Summary
AI-generated summary of this filing
CSW Industries CEO Joseph Armes Receives Shares; Withholds for Taxes
What Happened
Joseph B. Armes, Chairman, President & CEO of CSW Industries (CSW), had multiple performance-based awards vest and be settled into common stock on April 2, 2026. The filing shows conversions of performance rights into a total of 64,360 shares (multiple award cycles converted at $0 exercise price). To satisfy tax withholding obligations, 16,284 of those shares were withheld (disposed) at a reported value of $260.34 per share, totaling about $4,239,377. Net of the withholding, Armes received approximately 48,076 new shares.
Key Details
- Transaction date: April 2, 2026; Form 4 filed April 7, 2026.
- Conversions (derivative/award exercises): 23,968; 18,784; 12,422; and 9,186 performance rights converted into common shares (exercise price $0).
- Tax withholding: 16,284 shares withheld/disposed at $260.34 each = ~$4.24M (code F).
- Footnotes: Awards were performance rights that vested based on relative total shareholder return vs. the Russell 2000 over multi-year cycles. Some cycles vested at above-target levels (e.g., 190.7% and 200% of target) and included dividend equivalent units that were settled in shares.
- Shares owned after the transaction: not specified in the provided filing excerpt.
- Filing timeliness: Form 4 was filed five calendar days after the April 2 transaction (filed April 7). Form 4s are generally required within two business days — this filing appears later than the typical reporting window.
Context
- These were award settlements (performance rights converting to shares), not open-market purchases or sales. The only disposition was share withholding to cover tax liabilities — a routine administrative step that does not indicate an outright market sale.
- For retail investors: receipt of shares from vested performance awards is compensation-related and reflects prior award grants and achieved performance criteria; it is not the same signal as an insider buying stock with personal cash.
Insider Transaction Report
Form 4
Armes Joseph B
DirectorChairman, President & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-04-02+23,968→ 83,494 total - Exercise/Conversion
Common Stock
[F2]2026-04-02+18,784→ 102,278 total - Tax Payment
Common Stock
2026-04-02$260.34/sh−16,284$4,239,377→ 85,994 total - Exercise/Conversion
Performance Rights
[F1]2026-04-02−12,422→ 0 total→ Common Stock (12,422 underlying) - Exercise/Conversion
Performance Rights
[F2]2026-04-02−9,186→ 9,186 total→ Common Stock (9,186 underlying)
Holdings
- 3,219(indirect: by ESOP)
Common Stock
- 8,004
Performance Rights
[F3]→ Common Stock (8,004 underlying) - 8,236
Performance Rights
[F4]→ Common Stock (8,236 underlying) - 19,685
Restricted Stock Units
[F5]→ Common Stock (19,685 underlying)
Footnotes (5)
- [F1]Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at a rate between 0% and 200% during a three-year performance cycle 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, along with 146 dividend equivalent units, vested at 190.7% of the target award amount and were settled in shares of common stock pursuant to the award agreement terms.
- [F2]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 beginning April 1, 2021 and ending on each of April 1, 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. The 9,186 performance rights for the performance cycle ended April 1, 2026, along with 206 dividend equivalent units, vested at 200% of the target award amount and were settled in shares of common stock pursuant to the award agreement terms.
- [F3]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.
- [F4]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.
- [F5]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 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.
Signature
/s/ Luke E. Alverson, Attorney-in-Fact for Joseph B. Armes|2026-04-07