Smith Mark W. 4

What Happened
Mark W. Smith, a director of Powell Industries (POWL), was granted 200 restricted shares on 2026-02-18. The Form 4 reports an acquisition (award) at $0.01 per share for a total reported amount of $2. The award was given as compensation for service on the board under the company’s Non-Employee Director Equity Incentive Plan and will vest based on time-based conditions.

Key Details

• Transaction date: 2026-02-18; reported on Form 4 filed 2026-02-19 (timely filing).
• Transaction type/code: A = Award/Grant of restricted stock.
• Shares granted: 200; reported price: $0.01/share; reported total: $2.
• Vesting: Shares vest on the earlier of one year from the grant date or the Company’s 2027 Annual Stockholder Meeting (time-based vesting).
• RSU conversion: These RSUs convert into common stock on a one-for-one basis at vesting.
• Shares owned after transaction: Not specified in the filing.
• Footnotes: Grant is for non-employee director compensation (F1); RSUs convert 1:1 at vesting (F2); includes time-based vesting (F3).

Context
This is a routine equity grant to a non-employee director as board compensation, not an open-market purchase or sale. Restricted shares with time-based vesting are common for director pay and do not by themselves indicate the insider’s view on the stock. The reported $0.01 per-share amount appears to reflect nominal/par value reporting; market value and future taxable value will depend on the company’s stock price at vesting.