Item 5. Other Information
Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
On November 26, 2025 , Brett A. Cope , President and Chief Executive Officer , adopted a “Rule 10b5-1 trading arrangement,” as the term is defined in Item 408(a) of Regulation S-K, for the sale of up to 8,900 shares of the Company’s common stock, subject to certain conditions, from March 12, 2026 through December 31, 2026 .
On December 2, 2025 , Michael W. Metcalf , Executive Vice President, Chief Financial and Principal Accounting Officer , adopted a “Rule 10b5-1 trading arrangement,” as the term is defined in Item 408(a) of Regulation S-K, for the sale of up to 4,500 shares of the Company’s common stock, subject to certain conditions, from March 31, 2026 through December 31, 2026 .
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Item 6. Exhibits
Number Description of Exhibits
3.1 — Amended and Restated Certificate of Incorporation of Powell Industries, Inc. filed with the Secretary of State of the State of Delaware on February 19, 2025 (filed as Exhibit 3.1 to our Form 8-K filed February 19, 2025, and incorporated herein by reference) .
3.2 — Second Amended and Restated Bylaws of Powell Industries, Inc. (filed as Exhibit 3.1 to our Form 8-K filed February 24, 2025, and incorporated herein by reference).
*31.1 — Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
*31.2 — Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
**32.1 — Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2 — Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*§10.1 — Amended Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan.
*§10.2 — Amended Form of Performance Unit Award Agreement under 2014 Equity Incentive Plan.
*101 — The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets (Unaudited); (ii) Condensed Consolidated Statements of Operations (Unaudited); (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited); (iv) Condensed Consolidated Statements of Stockholders’ Equity (Unaudited); (v) Condensed Consolidated Statements of Cash Flows (Unaudited); and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited), tagged as blocks of text and including detailed tags.
*104 — The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline XBRL (included as Exhibit 101).
§ Management contracts and compensatory plans or arrangements
* Filed herewith
** Furnished herewith
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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, thereunto duly authorized.
POWELL INDUSTRIES, INC.
(Registrant)
Date: February 4, 2026 By: /s/ Brett A. Cope
Brett A. Cope
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 4, 2026 By: /s/ Michael W. Metcalf
Michael W. Metcalf
Executive Vice President
Chief Financial and Principal Accounting Officer
(Principal Financial and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.