CSW INDUSTRIALS, INC. — Director's Dealing 2021

May 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSW INDUSTRIALS, INC. (CSWI)
CIK: 0001624794
Period of Report: 2021-05-17

Reporting Person: Armes Joseph B (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-17	Common Stock	S	100	$124.82	Disposed	87881	Direct
2021-05-17	Common Stock	S	798	$126.49	Disposed	87083	Direct
2021-05-17	Common Stock	S	1102	$127.456	Disposed	85981	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9502	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$25.23	2024-08-28	Common Stock (63413.0)	63413	Direct
Restricted Stock Units	$		Common Stock (19685.0)	19685	Direct
Performance Rights	$		Common Stock (27559.0)	27559	Direct
Performance Rights	$		Common Stock (31860.0)	31860	Direct

Footnotes

F1: The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 15, 2019.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.88 to $126.86, 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 $127.00 to $127.82, 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: 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.

F5: 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.

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 ending on each of March 31, 2022, 2023 and 2024 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.