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Wed Oct 21 · markets closed2 signals today78 insider buys this week · $240.8MCIRO short report next: Oct 31The week ahead

CSW

CSW INDUSTRIALS, INC.
NYSE · MATERIALS · ADHESIVES & SEALANTS
292.94
+3.17 +1.09%
USD · Oct 21, 07:40 p.m. ET

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MKT CAP $4.8BP/E 40.1DIV YIELD —FCF YIELD 3.02%REV TTM $1.2B +27.7%NET INCOME $120.9M −13.0%NET DEBT $810M52W 238.11 – 351.29NEXT EARNINGS Oct 29 EST.SEC XBRL · TTM TO Invalid Date

How CSW rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026
Text kept
30%
of sentences unchanged
Added
527
new sentences
Dropped
482
sentences removed
Length
+3,284
words, now 37,090

New in FY2026

  • End markets that we serve include HVAC/R, architecturally-specified building products, plumbing, general industrial, energy, mining, electrical and rail transportation.
  • The reputation of our product portfolio is built on more than 100 well-respected brand names, such as AC Guard®, Air Sentry®, Aspen Manufacturing TM , Balco®, Cover Guard®, Deacon®, Duckt-Strip®, Dust Free®, Falcon Stainless®, Greco®, Hydrotex®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, MARS®, Metacaulk®, No. 5®, OilSafe®, PF WaterWorks TM , ProAction Fluids®, PSP Products TM , RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire®, Turbo 200®, and Whitmore®.
  • Since February 2025, the President of the United States has issued various executive orders to regulate imports by imposing country-specific tariffs on multiple nations around the world, including Vietnam and China, which are relevant to our business due to our manufacturing presence in Vietnam and our use of third-party manufacturing in China and other foreign countries.
  • In addition, the United States has imposed and/or reimposed certain commodity-specific tariffs, including tariffs on steel, aluminum and copper, which are used as inputs for some of our products.
  • We have responded by negotiating cost reductions with certain suppliers, transitioning certain sources of supply, and by raising prices to our customers on certain products across our three segments to partially offset the impact.
  • Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act ("IEEPA").
  • The ruling may allow for recovery of IEEPA tariff amounts previously paid, although the timing and administration of any potential IEEPA tariff refunds is uncertain and may be subject to further legal and regulatory developments.
  • We are assessing our potential refund rights and are pursuing for a recovery of amounts paid; however this recovery will likely be subject to applicable procedures and may add complexity and uncertainty into our operations.
  • Additionally, the current presidential administration has imposed tariffs on goods imported into the United States pursuant to legislative authorities other than IEEPA and has indicated that it may continue to pursue these policies in the future.
  • The current situation is dynamic, and the ultimate effect will be dependent on the magnitude and duration of the tariffs and the countries implicated, as well as our ability to mitigate their impact, where we continue to actively assess and implement mitigation options.
  • The ongoing conflict in the Middle East, including active military operations in Iran beginning February 28, 2026, has contributed to disruptions in global shipping lanes, particularly through the Strait of Hormuz and the broader Persian Gulf region.
  • While we do not source materials directly from Iran or the Persian Gulf region, the conflict has contributed to elevated crude oil prices, ocean and domestic freight and certain commodity costs and extended lead times from Asian suppliers as carriers reroute through alternative passages including the Cape of Good Hope.
  • We are working with our logistics partners to mitigate these impacts and do not currently believe they will have a material adverse effect on our ability to meet customer demand, though we continue to monitor the situation closely.
  • Business Developments During the fourth quarter of fiscal 2026, we committed to a plan to pursue a sale of the Greco US business and a strategic exit of the Greco Canada business (the "Greco Canada Exit").
  • As a result of these initiatives, we recorded a non-cash impairment expense of $15.6 million for the Greco US and Canada businesses, and recorded additional expenses of $2.1 million in connection with the Greco Canada Exit, both of which are reported in our Engineered Building Solutions segment.
  • On March 12, 2026, we acquired certain assets of Joyce Sales Group, LLC and Copper2Glass, LLC (collectively, “Duckt-Strip”) for a cash consideration of $21.0 million, which was funded with borrowings under our existing Revolving Credit Facility (as defined in Note 9).
  • Duckt-Strip offers a differentiated, code‑compliant electrical cable solution purpose‑built for ductless HVAC/R systems.
  • On November 20, 2025, we acquired certain assets of ProAction Fluids, LLC (“ProAction Fluids”) for a cash consideration of $9.5 million, which was funded with borrowings under our existing Revolving Credit Facility.
  • ProAction Fluids offers performance-tested drilling fluids, lubricants, sealants, and compounds for the horizontal directional drilling ("HDD") market that expand upon, and are complementary to, our existing general industrial product portfolio.
  • On November 5, 2025, we acquired certain assets of Hydrotex Holdings, Inc.
  • (“Hydrotex”) for an aggregate purchase price of $17.0 million.
  • The cash consideration was funded with borrowings under our existing Revolving Credit Facility.
  • Hydrotex offers high-performance lubricants designed to enhance operational efficiency, reduce equipment wear, and extend service life that expand upon, and are complementary to our existing general industrial products portfolio.
  • On November 4, 2025, we entered into a Fourth Amended and Restated Credit agreement (the "Fourth Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent, and the lenders, issuing banks and swingline lender party thereto.
  • The Fourth Credit Agreement, among other things, provides for: (i) the continuation of the existing Revolving Credit Facility in the aggregate principal committed amount of up to $700.0 million; (ii) the extension of the maturity date of the Revolving Credit Facility until November 4, 2030; and (iii) the establishment of a new senior secured term loan “A” credit facility (the “TLA”) in an aggregate principal amount of up to $600.0 million, and having a maturity date of November 4, 2030.
  • On November 4, 2025, we acquired 100% of the equity interests of Dusk Acquisition Corporation and its wholly owned subsidiaries, Motors & Armatures, LLC and HVAC South, LLC (collectively, “MARS Parts”) for an aggregate purchase price of $658.1 million.
  • The cash consideration was funded with a combination of the TLA (as defined in Note 9) and borrowings under our existing Revolving Credit Facility.
  • MARS Parts was one of the largest providers of HVAC/R parts and supplies in North America, and a leading provider of motors and capacitors.
  • With a product mix more heavily focused on repair versus replacement, we expect MARS Parts will strategically complement our current HVAC/R end market, which traditionally has been more focused on new unit installations and replacements.
  • On May 2, 2025, the Company entered into a Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and other lenders party thereto.
  • Refer to Note 9 for additional information.
  • On May 1, 2025, the Company completed the acquisition of 100% of the equity interests of Aspen Manufacturing, LLC ("Aspen Manufacturing") for an aggregate purchase price of $327.6 million, which was funded with cash on hand and borrowings under our existing Revolving Credit Facility.
  • Aspen Manufacturing is one of the largest independent evaporator coil and air handler manufacturers for the HVAC/R industry and is recognized as a leader in product quality and indoor comfort.
  • Our Markets HVAC/R The HVAC/R market is our largest market served and it represented approximately 59% and 56% of our net revenues in the years ended March 31, 2026 and 2025, respectively.
  • Architecturally-Specified Building Products Architecturally-specified building products represented approximately 14% and 17% of our net revenues in the years ended March 31, 2026 and 2025, respectively.
  • Plumbing The plumbing market represented approximately 9% and 8% of our net revenues in the years ended March 31, 2026 and 2025, respectively.
  • General Industrial The general industrial end market represented approximately 6% and 7% of our net revenues in the years ended March 31, 2026 and 2025, respectively.
  • Energy The energy market represented approximately 4% and 5% of our net revenues in the years ended March 31, 2026 and 2025, respectively.
  • Mining The mining market represented approximately 3% and 3% of our net revenues in the years ended March 31, 2026 and 2025, respectively.
  • Electrical The electrical market represented approximately 3% and 2% of our net revenues in the years ended March 31, 2026 and 2025, respectively.

and 487 more.

Gone since FY2025

  • Our products include mechanical products for heating, ventilation, air conditioning and refrigeration ("HVAC/R"), plumbing products, electrical products, grilles, registers and diffusers ("GRD"), building safety solutions and high-performance specialty lubricants and sealants.
  • End markets that we serve include HVAC/R, architecturally-specified building products, plumbing, general industrial, energy, rail transportation, mining and electrical.
  • The reputation of our product portfolio is built on more than 100 well-respected brand names, such as AC Guard®, Air Sentry®, Balco®, Cover Guard®, Deacon®, Dust Free®, Falcon Stainless®, Greco®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, Metacaulk®, No. 5®, OilSafe®, PF WaterWorks TM , PSP Products TM , RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®.
  • There continues to be uncertainty regarding overall macroeconomic conditions, including increased geopolitical tensions, risk of recessions, and the effects of potential trade policies including tariffs.
  • Since February 2025, the current United States presidential administration has imposed or threatened to impose tariffs in various jurisdictions.
  • In April 2025, the President of the United States issued an executive order to regulate imports by imposing reciprocal country specific tariffs on multiple nations around the world, including Vietnam and China.
  • A further executive order issued in April 2025 paused the implementation of the country specific tariffs on Vietnam and many other countries for 90 days, maintaining a 10% global baseline tariff, while the United States works with its trade partners to negotiate new trade agreements.
  • Significant tariffs remain in effect between the U.S. and China.
  • The current situation is dynamic, and it is unknown if the United States and its trade partners will reach an agreement to further pause, reduce or eliminate the pending tariffs.
  • Should these tariffs be enacted they could have a material impact on our future net sales, cost of goods sold in the United States, profit and cash flow.
  • The ultimate effect will be dependent on the magnitude and duration of the tariffs and the countries implicated, as well as our ability to mitigate their impact, where we continue to actively assess and implement mitigation options.
  • Business Developments On May 1, 2025, we completed the acquisition of 100% of the equity interests of Aspen Manufacturing, LLC ("Aspen Manufacturing").
  • In accordance with the terms of the acquisition agreements, we paid an aggregate purchase price of approximately $330.4 million, including cash consideration, estimated working capital true-up payment and the opening cash, which was funded with a combination of cash on hand and borrowings under our existing Revolving Credit Facility, as defined in Note 8.
  • Aspen Manufacturing is one of the largest independent evaporator coil and air handler manufacturers for the HVAC/R industry and is a recognized leader in product quality and indoor comfort.
  • Aspen Manufacturing will be included in our Contractor Solutions segment after the acquisition date.
  • On November 4, 2024, we acquired the assets of PF WaterWorks, L.P.
  • (“PF WaterWorks”), based in Houston, Texas for an aggregate purchase price of $ 45.6 million, comprised of cash considerations of $ 40.0 million, a working capital true-up adjustment of $ 2.4 million and contingent considerations initially measured at $ 3.2 million based on PF WaterWorks meeting defined financial targets over a period of 3.2 years.
  • PF WaterWorks offers innovative, eco-friendly drain management solutions that expand upon, and are complimentary to, our existing plumbing product portfolio.
  • (“PSP”), based in Manassas, Virginia for an aggregate purchase price of $ 51.3 million, comprised of cash consideration of $ 32.5 million, a working capital true-up adjustment of $ 7.0 million and contingent considerations initially measured at $ 11.8 million based on PSP meeting defined operational and financial targets over a period of 2.5 years.
  • The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility, as defined in (as defined in Note 8).
  • PSP offers a family of superior surge protection and load management products to our existing HVAC/R offerings.
  • PSP activity has been included in our Contractor Solutions segment since the acquisition date.
  • On February 6, 2024, we acquired 100% of the outstanding equity of Dust Free, LP ("Dust Free"), based in Royse City, Texas, for an aggregate purchase price of $34.2 million (including $0.6 million cash acquired), comprised of cash consideration of $27.9 million, a working capital true-up receipt of $0.5 million and contingent consideration initially measured at $6.8 million based on Dust Free meeting defined operational and financial targets over a period of six years.
  • The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility (as defined in Note 8).
  • On October 4, 2022, we acquired 100% of the outstanding equity of Falcon Stainless, Inc ("Falcon"), based in Temecula, California, for an aggregate purchase price of $37.1 million (including $1.0 million cash acquired), comprised of cash consideration of $34.6 million and an additional payment of $2.5 million that was paid one-year from the acquisition date based on certain business conditions being met.
  • The Falcon products are well known among the professional trades for supplying enhanced water flow delivery and increased customer satisfaction and supplement our Contractor Solutions segment's existing product portfolio.
  • Falcon activity has been included in our Contractor Solutions segment since the acquisition date.
  • On July 8, 2022, we acquired the assets of Cover Guard, Inc.
  • ("ACG"), based in Orlando, Florida, for an aggregate purchase price of $18.4 million, comprised of cash consideration of $18.0 million and additional contingent consideration initially measured at $0.4 million based on CG and ACG meeting defined financial targets over a period of five years.
  • In conjunction with the acquisition, we agreed to pay an additional $ 3.7 million, comprised of cash consideration of $ 1.5 million and 5-year annuity payments (value of $ 2.2 million) to a third party to secure the related intellectual property.
  • The CG and ACG products further expand Contractor Solutions’ offering of leading HVAC/R accessories, including lineset covers and HVAC/R condenser protection cages.
  • Through these differentiated products, our Contractor Solutions segment expects to achieve incremental ductless and ducted HVAC/R market penetration.
  • CG and ACG activity has been included in our Contractor Solutions segment since the acquisition date.
  • Our Markets HVAC/R The HVAC/R market is our largest market served and it represented approximately 56% and 54% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
  • Architecturally-Specified Building Products Architecturally-specified building products represented approximately 17% and 19% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
  • Plumbing The plumbing market represented approximately 8% and 8% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
  • General Industrial The general industrial end market represented approximately 7% and 6% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
  • Energy The energy market represented approximately 5% and 6% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
  • Mining The mining market represented approximately 3% and 4% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
  • Rail Transportation The rail transportation market represented approximately 2% and 2% of our net revenues in the years ended March 31, 2025 and 2024, respectively.

and 442 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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