CSW Industrials Announces Public Offering of Common Stock

CSW Industrials, Inc. (Nasdaq: CSWI), announced that it has commenced an underwritten public offering of 1,000,000 shares of common stock. In connection with this offering, the Company expects to grant the underwriters a 30-day option to purchase up to 150,000 additional shares at the public offering price, less the underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurances as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds to repay outstanding debt, with the remainder for general corporate purposes, including potential future acquisitions. J.P. Morgan, Goldman Sachs & Co. LLC and Truist Securities are acting as lead book-running managers. Wells Fargo Securities and Citigroup are acting as joint book-running managers. CJS Securities, Comerica Securities, TPH&Co., the energy business of Perella Weinberg Partners and Zions Capital Markets are acting as co-managers of the offering.

The shares described above are being offered by the Company pursuant to the Company’s shelf registration statement on Form S-3, including a base prospectus, that was previously filed by the Company with the Securities and Exchange Commission (“SEC”) and that became automatically effective on September 4, 2024. The offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus, which are available for free on the SEC’s website located at http://www.sec.gov. Alternatively, the underwriters will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [e-mail] and [e-mail] or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: [phone], facsimile: 212-902-9316 or by emailing [e-mail].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any shares of the Company’s common stock or any other security, nor shall there be any offer or sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Safe Harbor Statement

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “expects” or “intends” or other similar expressions are intended to identify forward-looking statements. Such statements relate to the proposed public offering and the anticipated use of the net proceeds from the offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all.

The forward-looking statements included in this press release are based on our current expectations, projections, estimates, and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.

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. CSWI provides niche, value-added products with two essential commonalities: performance and reliability. The primary end markets we serve with our well-known brands include: HVAC/R, plumbing, general industrial, architecturally-specified building products, energy, mining, and rail transportation.

Investor RelationsAlexa HuertaVice President, Investor Relations, & [e-mail]