SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

METCALF MICHAEL WILLIAM

(Last)

(First)

(Middle)

8550 MOSLEY ROAD

(Street)

HOUSTON

77075

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POWELL INDUSTRIES INC [ POWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/22/2025	09/22/2025	S		200⁽¹⁾	D	$292.81⁽²⁾	28,700⁽³⁾	D
Common Stock	09/22/2025	09/22/2025	S		392⁽¹⁾	D	$294⁽⁴⁾	28,308⁽³⁾	D
Common Stock	09/22/2025	09/22/2025	S		332⁽¹⁾	D	$295.84⁽⁵⁾	27,976⁽³⁾	D
Common Stock	09/22/2025	09/22/2025	S		200⁽¹⁾	D	$296.87⁽⁶⁾	27,776⁽³⁾	D
Common Stock	09/22/2025	09/22/2025	S		279⁽¹⁾	D	$297.95⁽⁷⁾	27,497⁽³⁾	D
Common Stock	09/22/2025	09/22/2025	S		610⁽¹⁾	D	$300.19⁽⁸⁾	26,887⁽³⁾	D
Common Stock	09/22/2025	09/22/2025	S		557⁽¹⁾	D	$300.95⁽⁹⁾	26,330⁽³⁾	D
Common Stock	09/22/2025	09/22/2025	S		141⁽¹⁾	D	$301.71⁽¹⁰⁾	26,189⁽³⁾	D
Common Stock	09/22/2025	09/22/2025	S		489⁽¹⁾	D	$302.97⁽¹¹⁾	25,700⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2024.

2. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $292.51-293.50, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

3. Includes shares that have a time-based vesting provision.

4. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $293.60-294.58, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

5. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $295.18-296.16, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

6. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $296.37-297.03, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

7. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $297.46-298.31, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

8. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $299.48-300.39, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

9. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $300.49-301.44, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

10. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $301.52-302.40, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

11. The price reported in Column 4 is an average price; shares were sold in multiple transactions. Reporting range is $302.66-303.56, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set for in this footnote.

Remarks:

	Michael W. Metcalf	09/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exec Vice President Metcalf Michael William sold $955,969 worth of shares (3,200 units at $298.74), decreasing direct ownership by 11% to 25,700 units (SEC Form 4)