• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Superconnector
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEWLLM Arena
    Legal
    Terms of usePrivacy policyCookie policy

    CSW Industrials Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure

    10/1/25 9:31:49 AM ET
    $CSW
    Home Furnishings
    Industrials
    Get the next $CSW alert in real time by email
    8-K
    false 0001624794 0001624794 2025-10-01 2025-10-01
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of report (Date of earliest event reported): October 1, 2025

     

     

    CSW INDUSTRIALS, INC.

    (Exact name of registrant as specified in charter)

     

     

     

    Delaware   001-37454   47-2266942
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

    5420 Lyndon B. Johnson Freeway, Suite 500

    Dallas, Texas 75240

    (Address of principal executive offices) (Zip Code)

    Registrant’s telephone number, including area code: (214) 884-3777

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

      ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

      ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

      ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

      ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange
    on which registered

    Common Stock, par value $0.01 per share   CSW   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 1.01

    Entry Into a Material Definitive Agreement.

    Stock Purchase Agreement

    On October 1, 2025, RectorSeal, LLC, a Delaware limited liability company and wholly owned subsidiary of CSW Industrials, Inc., a Delaware corporation (“RectorSeal” and the “Company”, respectively), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Dusk Intermediate Holdings II, LLC, a Delaware limited liability company (the “Seller”). Subject to the terms and conditions of the Purchase Agreement, RectorSeal has agreed to purchase all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“Dusk”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “MARS Parts”), from the Seller for a base purchase price of $650 million in cash (the “Purchase Price”), subject to certain customary adjustments (the “Transaction”). Upon consummation of the Transaction, Dusk will become a wholly owned subsidiary of RectorSeal. For the avoidance of doubt, Dusk does not own, and RectorSeal is not acquiring, the MARS equipment business.

    In addition to the Purchase Price, and as further consideration for the Transaction, the Seller shall be eligible to receive an earn-out payment of up to $20 million in cash, subject to the achievement of certain gross sales targets for a defined subset of MARS Parts products in the year after the consummation of the Transaction.

    The Purchase Agreement contains customary representations, warranties and covenants by the parties, including covenants to use their respective reasonable best efforts to effect the Transaction. In addition, the Seller has agreed to other customary covenants, including, among others, to conduct its business in the ordinary course during the interim period between the execution of the Purchase Agreement and the consummation of the Transaction. The representations and warranties set forth in the Purchase Agreement will expire upon consummation of the Transaction. RectorSeal has obtained a representations and warranties insurance policy pursuant to which RectorSeal may obtain insurance recoveries for certain breaches of representations and warranties of the Seller under the Purchase Agreement, subject to certain limitations and exclusions, the cost of which policy will be borne solely by RectorSeal.

    The consummation of the Transaction is subject to the satisfaction or waiver of certain closing conditions, which include, among others, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) each party’s material compliance with its covenants, (iii) the absence of breaches of each party’s representations and warranties (subject to certain materiality exceptions), and (iv) the absence of a material adverse effect on the MARS Parts business.

    The Purchase Agreement contains certain customary termination rights for both RectorSeal and the Seller, including, among others, if the consummation of the Transaction has not occurred by March 31, 2026. The consummation of the Transaction is not subject to any financing condition.

    The foregoing description of the Purchase Agreement and the Transaction is not complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

    The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any financial or other information about the Seller, MARS Parts, RectorSeal or their respective subsidiaries and affiliates. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by each party in connection with the signing of the Purchase Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the parties rather than establishing certain matters as facts. The Company’s investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Seller, MARS Parts, RectorSeal or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.


    Item 2.02

    Results of Operations and Financial Condition.

    On October 1, 2025, the Company issued a press release reporting preliminary estimated financial information for the second quarter ended September 30, 2025, with respect to its outstanding balance on the Company’s revolving credit facility and its repurchase of shares pursuant to its existing share repurchase program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

    The information furnished in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filing.

     

    Item 5.02

    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    As previously disclosed, in April 2021, the Compensation and Talent Development Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) approved a special equity award for Joe Armes, the Company’s Chairman, Chief Executive Officer and President, with the purpose of retaining Mr. Armes through retirement and promoting successful succession planning and transition practices. A portion of the special equity grant included a grant of 19,685 performance restricted stock units (the “Succession Award”), 40% of which would vest at 100% of target upon the successful recruitment and hiring of a successor chief executive officer (“CEO”, and such Succession Award portion, the “CEO Recruitment Portion”), and 60% of which would vest at 100% of target upon the successful first employment anniversary of the successor CEO. The Succession Award contains provisions stating that the CEO Recruitment Portion shall not be eligible to vest prior to April 26, 2025, but must occur by April 26, 2027 (the “Outside Vesting Date”).

    Mr. Armes has expressed to the Board his willingness and intention to continue serving as the Company’s CEO for a period that would extend beyond the Outside Vesting Date, and the Board has unanimously affirmed Mr. Armes’ intentions to continue serving as the Company’s CEO. Recognizing the continued value and importance of the Succession Award to the Company and its shareholders in promoting thoughtful succession planning and leadership transition practices, on October 1, 2025, the Compensation Committee approved an amendment to the Succession Award (the “Amendment”) that extends the Outside Vesting Date to April 26, 2032. The Amendment does not change any other terms or conditions of the Succession Award, including the provisions stating that the performance restricted stock units do not have voting rights or the ability to receive dividends until vesting.

     

    Item 7.01

    Regulation FD Disclosure.

    Press Release

    On October 1, 2025, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

    The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits

     

    Exhibit
    No.
      

    Description

     2.1    Stock Purchase Agreement, dated October 1, 2025, by and between RectorSeal, LLC and Dusk Intermediate Holdings II, LLC.*
    99.1    CSW Press Release, dated October 1, 2025.
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

    *

    Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Dated: October 1, 2025

     

    By:  

    /s/ Luke E. Alverson

    Name:   Luke E. Alverson
    Title:   Senior Vice President, General Counsel & Secretary
    Get the next $CSW alert in real time by email

    Crush Q3 2025 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $CSW

    DatePrice TargetRatingAnalyst
    More analyst ratings

    $CSW
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    SVP, Chief People Officer Garde Danielle was granted 1,003 shares and covered exercise/tax liability with 299 shares, increasing direct ownership by 23% to 3,782 units (SEC Form 4)

    4 - CSW INDUSTRIALS, INC. (0001624794) (Issuer)

    10/3/25 11:03:52 AM ET
    $CSW
    Home Furnishings
    Industrials

    EVP, CFO Perry James E was granted 1,728 shares and covered exercise/tax liability with 977 shares, increasing direct ownership by 3% to 25,929 units (SEC Form 4)

    4 - CSW INDUSTRIALS, INC. (0001624794) (Issuer)

    10/3/25 11:03:47 AM ET
    $CSW
    Home Furnishings
    Industrials

    EVP, Chief Strategy Officer Sullivan Don covered exercise/tax liability with 1,069 shares and was granted 760 shares, decreasing direct ownership by 1% to 22,332 units (SEC Form 4)

    4 - CSW INDUSTRIALS, INC. (0001624794) (Issuer)

    10/3/25 11:03:42 AM ET
    $CSW
    Home Furnishings
    Industrials

    $CSW
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    MOTORS & ARMATURES TO SELL PARTS DIVISION TO CSW INDUSTRIALS FOR $650 MILLION

    Transaction follows significant operational transformation of MARS under Platinum Equity ownership MARS to continue investing in growth of equipment business LOS ANGELES, Oct. 1, 2025 /PRNewswire/ -- Platinum Equity portfolio company Motors & Armatures (MARS) today announced it has signed a definitive agreement to sell its parts division ("MARS Parts") to CSW Industrials, Inc. (NYSE:CSW) for $650 million in cash, subject to customary closing adjustments. The transaction also includes an earn-out valued at up to $20 million based on the achievement of revenue targets in the year after closing. The transaction is expected to close before the end of calendar year 2025, subject to regulatory ap

    10/1/25 8:36:00 AM ET
    $CSW
    Home Furnishings
    Industrials

    CSW Industrials Announces Definitive Agreement to Acquire Motors & Armatures Parts for $650 Million, Accelerating Disciplined Capital Allocation and Capitalizing on Complementary Portfolio in the HVAC/R End Market

    Motors & Armatures Parts Acquisition Highlights Expands CSW's existing product portfolio in the profitable heating, ventilation, air conditioning, and refrigeration (HVAC/R) end market with the addition of motors, capacitors, other HVAC/R electrical components and equipment installation offerings as well as other components used by the pro trades for HVAC/R repairs and replacementsAligns with previously established acquisition criteria to leverage existing distribution channels, invest in the profitable HVAC/R end market, expand products offerings, and grow share of wallet with our existing customersValuation represents approximately 10.5x identified synergies-adjusted Trailing Twelve M

    10/1/25 8:30:28 AM ET
    $CSW
    Home Furnishings
    Industrials

    CSW Industrials Names Linda Livingstone, Ph.D. as New Lead Independent Director Following Robert Swartz's Planned Retirement from the Board, Reinforcing Board Leadership Succession Planning

    DALLAS, Aug. 28, 2025 (GLOBE NEWSWIRE) -- CSW Industrials, Inc. (the "Company) (NYSE:CSW) today announced Robert Swartz has retired from the Board of Directors effective immediately following the conclusion of the 2025 Annual Meeting, consistent with the Company's prior public disclosures. Mr. Swartz's retirement comes following his reaching the mandatory retirement age under the Company's Corporate Governance Guidelines earlier this year. Following Mr. Swartz's retirement, the independent members of the Board of Directors unanimously appointed continuing Board member Linda Livingstone, Ph.D., as the Board's Lead Independent Director, demonstrating and reinforcing the Board's focus on thou

    8/28/25 1:40:30 PM ET
    $CSW
    Home Furnishings
    Industrials

    $CSW
    SEC Filings

    View All

    CSW Industrials Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure

    8-K - CSW INDUSTRIALS, INC. (0001624794) (Filer)

    10/1/25 9:31:49 AM ET
    $CSW
    Home Furnishings
    Industrials

    SEC Form 144 filed by CSW Industrials Inc.

    144 - CSW INDUSTRIALS, INC. (0001624794) (Subject)

    9/15/25 4:05:16 PM ET
    $CSW
    Home Furnishings
    Industrials

    CSW Industrials Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders

    8-K - CSW INDUSTRIALS, INC. (0001624794) (Filer)

    9/2/25 7:00:26 AM ET
    $CSW
    Home Furnishings
    Industrials

    $CSW
    Financials

    Live finance-specific insights

    View All

    CSW Industrials Reports Record Fiscal 2026 First Quarter Results

    DALLAS, July 31, 2025 (GLOBE NEWSWIRE) -- CSW Industrials, Inc. (NYSE:CSW, Company", )) today reported record results for the fiscal 2026 first quarter period ended June 30, 2025. Fiscal 2026 First Quarter Highlights (comparisons to fiscal 2025 first quarter) Total revenue increased 16.6% to a first quarter record of $263.6 million, driven by the recent acquisitions of Aspen Manufacturing, PSP Products, and PF WaterWorksNet income attributable to CSW of $40.9 million, increased 6.0% to a first quarter record, compared to $38.6 millionEarnings per diluted share ("EPS") of $2.43, decreased 1.9% when compared to $2.47Adjusted EPS of $2.85, excluding the amortization of acquisition-related i

    7/31/25 6:45:00 AM ET
    $CSW
    Home Furnishings
    Industrials

    CSW Industrials Announces Date for Fiscal First Quarter 2026 Earnings Release Conference Call

    DALLAS, July 21, 2025 (GLOBE NEWSWIRE) -- CSW Industrials, Inc. (NYSE:CSW) announced that it will release its earnings results for the fiscal first quarter ended June 30, 2025, on Thursday, July 31, 2025, before the market opens. The Company will host a conference call the same day at 10:00 am Eastern Time to discuss the results. Participants may access the call at 1-877-407-0784, international callers may use 1-201-689-8560, and request to join the CSW Industrials earnings call. A live webcast will also be available at https://cswindustrials.gcs-web.com. A telephone replay will be made available shortly following the conclusion of the call and until August 14, 2025. Participants may

    7/21/25 8:30:36 AM ET
    $CSW
    Home Furnishings
    Industrials

    CSW Industrials Declares Quarterly Dividend of $0.27 Per Share

    DALLAS, July 11, 2025 (GLOBE NEWSWIRE) -- The Board of Directors of CSW Industrials, Inc. (NYSE:CSW) today declared a regular quarterly cash dividend of $0.27 per share. The dividend is payable on August 8, 2025, to shareholders of record as of the close of business on July 25, 2025. DetailsDividend Amount:$0.27Record Date:July 25, 2025Payable Date:August 8, 2025   About CSW Industrials CSW Industrials is a diversified industrial growth company with industry-leading operations in three segments: Contractor Solutions, Specialized Reliability Solutions, and Engineered Building Solutions. CSW provides niche, value-added products with two essential commonalities: performance and reliability.

    7/11/25 8:30:09 AM ET
    $CSW
    Home Furnishings
    Industrials