Form 4: ARGAN Former CFO Deily Reports Holdings, Ends Section 16 Status
Statement of Changes in Beneficial Ownership
Former ARGAN CFO Richard H. Deily filed a Form 4 indicating he is no longer subject to Section 16, while disclosing his beneficial ownership of common stock and various derivative securities.
Summary
- Richard H. Deily, former Chief Financial Officer of ARGAN INC (AGX), has filed a Form 4.
- Deily is no longer subject to Section 16 reporting obligations.
- Beneficial ownership includes 7,802 shares of Common Stock.
- Derivative securities include options to purchase 10,000 shares at $50.3, 3,500 shares at $54.6, and 2,500 shares at $39.47.
- Time-Based Restricted Stock Units (TRSUs) for 4,166 shares are held, with vesting scheduled for September 13, 2025.
- Performance-Based Restricted Stock Units (PRSUs) for a target of 2,500 shares are held, vesting subject to Total Stock Return (TSR) ranking against 12 peer companies over a three-year period from September 13, 2022.
- Earnings Per Share Performance-Based Restricted Stock Units (EPSRSUs) for a target of 2,500 shares are held, vesting subject to cumulative EPS targets for fiscal years ending January 31, 2024, 2025, and 2026.
Sentiment
Score: 5
Explanation: Neutral, as this is a standard compliance filing reporting beneficial ownership and a change in filing status, without significant new positive or negative operational news.
Future Outlook
Future share issuances are tied to the vesting of Time-Based Restricted Stock Units on September 13, 2025. Performance-Based Restricted Stock Units are contingent on the company's Total Stock Return ranking against peer companies over a three-year period from September 13, 2022. Earnings Per Share Performance-Based Restricted Stock Units are contingent on the sum of EPS for fiscal years ending January 31, 2024, 2025, and 2026 compared to target compounded growth EPS amounts.
Industry Context
This filing is a standard insider ownership disclosure and does not provide information directly related to broader industry trends or competitive positioning. The performance-based restricted stock units, however, do reference a comparison to 12 peer public companies for Total Stock Return ranking, indicating a focus on relative performance within its industry.
Comparison to Industry Standards
- Performance-Based Restricted Stock Units (PRSUs) are subject to the Total Stock Return (TSR) ranking of ARGAN's common stock against 12 peer public companies, as disclosed in the Issuer's 2022 Proxy Statement. This mechanism aligns executive incentives with relative market performance.
Stakeholder Impact
- Provides transparency to shareholders regarding the equity holdings of a former executive, which can indicate alignment of interests.
Next Steps
- Vesting of 4,166 Time-Based Restricted Stock Units on September 13, 2025.
- Determination of shares to be issued for Performance-Based Restricted Stock Units at the end of the three-year performance period (from September 13, 2022).
- Determination of shares to be issued for Earnings Per Share Performance-Based Restricted Stock Units at the end of the three-year performance period (from April 17, 2023), based on EPS for fiscal years ending January 31, 2024, 2025, and 2026.
Key Dates
| Date | Description |
|---|---|
| 04/12/2020 | Date exercisable for option to purchase 10,000 shares of Common Stock at $50.3. |
| 04/16/2022 | Date exercisable for option to purchase 3,500 shares of Common Stock at $54.6. |
| 09/13/2022 | Date Time-Based Restricted Stock Units (TRSU) and Performance-Based Restricted Stock Units (PRSU) were awarded/granted. |
| 04/17/2023 | Date Earnings Per Share Performance-Based Restricted Stock Units (EPSRSU) were granted. |
| 04/17/2024 | Date exercisable for option to purchase 2,500 shares of Common Stock at $39.47. |
| 09/12/2025 | Date of earliest transaction (filing date of Form 4). |
| 09/13/2025 | Date 4,166 shares of Common Stock from TRSU become issuable. |
| 04/12/2029 | Expiration date for option to purchase 10,000 shares of Common Stock. |
| 04/16/2031 | Expiration date for option to purchase 3,500 shares of Common Stock. |
| 04/17/2033 | Expiration date for option to purchase 2,500 shares of Common Stock. |
Keywords
ARGAN INC, AGX, Richard H. Deily, Form 4, Beneficial Ownership, Stock Options, Restricted Stock Units, Former CFO, Insider Holdings
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