SHARE-BASED COMPENSATION

3 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Prior to September 17, 2024, we maintained the shareholder-approved 2015 Equity and Incentive Compensation Plan (the “2015 Plan”), which provided for the issuance of up to 1,230,000 shares of CSW common stock through the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units or other share-based awards, to employees, officers and non-employee directors. On August 15, 2024, our shareholders approved the 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) and on September 17, 2024, we registered the offering of shares under the 2024 Plan on a Registration Statement on Form S-8 (the “2024 Plan Registration”). Following the 2024 Plan Registration, no awards have been or will be granted under the 2015 Plan, and the 2015 Plan’s remaining share reserve for new awards was cancelled. Any awards granted under the 2015 Plan prior to the 2024 Plan Registration remain outstanding and vest in accordance with their original terms and conditions.

The 2024 Plan provides for the issuance of up to 850,000 shares of CSW common stock (less any shares granted pursuant to awards under the 2015 Plan prior to the 2024 Plan Registration) through the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units or other share-based awards, to employees, officers and non-employee directors. As of June 30, 2025, and due to awards granted under the 2015 Plan prior to the 2024 Plan Registration, as well as new grant activity under the 2024 Plan, 810,265 shares were reserved and available for issuance under the 2024 Plan.

We recorded share-based compensation expense as follows for the three months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30, 2025
	2025		2024
Share-based compensation expense	$	4,037	$	3,746
Related income tax benefit (a)	(1,009)		(937)
Net share-based compensation expense	$	3,028	$	2,809

(a) Income tax benefit is estimated using the statutory rate.

Restricted share activity was as follows:


	Three Months Ended June 30, 2025
	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding at March 31, 2025:	194,149	$	203.62
Granted (a)	37,217	424.97
Vested (a)	(40,164)	157.50
Canceled	(2,283)	252.41
Outstanding at June 30, 2025	188,919	$	228.01

(a) Including incremental shares delivered to grant recipients as a result of performance-based awards vesting in excess of target (100%).

During the restriction period, the holders of restricted shares are entitled to vote and receive dividends. Unvested restricted shares outstanding as of June 30, 2025 and 2024 included 82,146 and 96,509 shares (at target), respectively, with performance-based vesting provisions, and a vesting range of 0%-200% based on pre-defined performance targets with market conditions. Performance-based awards accrue dividend equivalents, which are settled upon (and to the extent of) vesting of the underlying award and do not have the right to vote until vested. Performance-based awards are earned upon the achievement of objective performance targets and are payable in common shares. Compensation expense is calculated based on the fair market value as determined by a Monte Carlo simulation and is recognized over a 36-month cliff vesting period. We granted 16,982 and 18,962 awards with performance-based vesting provisions during the three months ended June 30, 2025 and 2024, respectively, with a vesting range of 0%-200%.

At June 30, 2025, we had unrecognized compensation cost related to unvested restricted shares of $22.5 million, which will be amortized into net income over the remaining weighted average vesting period of approximately 2.0 years. The total fair value of restricted shares granted during the three months ended June 30, 2025 and 2024 was $7.3 million and $6.3 million, respectively. The total fair value of restricted shares vested during the three months ended June 30, 2025 and 2024 was $11.8 million and $9.0 million, respectively.

CSW INDUSTRIALS, INC. 10-Q