Form 4: Graham Corp CEO Daniel Thoren Reports Vesting of Restricted Stock Units and Tax-Related Share Disposition

Graham Corporation's CEO and Director, Daniel J. Thoren, reported the vesting of 5,542 restricted stock units and the subsequent disposition of 1,997 shares to cover tax obligations, resulting in a net beneficial ownership of 338,664 common shares.

Summary

• Daniel J. Thoren, Chief Executive Officer and Director of Graham Corporation (GHM), reported transactions on June 4, 2025, as detailed in a Form 4 filing.
• He acquired 5,542 shares of common stock upon the vesting and conversion of restricted stock units (RSUs) at a price of $0 per share.
• Concurrently, 1,997 shares of common stock were disposed of at a price of $40.89 per share to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Mr. Thoren's direct beneficial ownership of Graham Corporation common stock is 338,664 shares.
• He also holds 11,086 restricted stock units from a grant where one-third vested on June 4, 2025, with the remainder scheduled to vest in substantially equal installments on June 4, 2026, and June 4, 2027.
• An additional 6,089 restricted stock units remain from a grant where two-thirds vested in substantially equal installments on May 17, 2024, and May 17, 2025, with the balance scheduled to vest on May 17, 2026.
• Furthermore, 1,588 restricted stock units are held from a grant scheduled to vest one-third on each of June 2, 2026, June 2, 2027, and June 2, 2028.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of RSUs is a positive for the executive and aligns interests, while the tax-related sale is a routine, expected event and not indicative of negative sentiment towards the company. The CEO maintains a substantial beneficial ownership.

Positives

• The vesting of restricted stock units indicates the fulfillment of long-term incentive compensation for the CEO, aligning management interests with shareholder value.
• The CEO's continued significant beneficial ownership of 338,664 common shares demonstrates ongoing commitment to the company.

Negatives

• The disposition of 1,997 shares to cover tax obligations, while a standard practice for RSU vesting, represents a reduction in direct shareholding.

Future Outlook

The document indicates future vesting schedules for restricted stock units on June 4, 2026, June 4, 2027, May 17, 2026, June 2, 2026, June 2, 2027, and June 2, 2028, which will result in additional common stock acquisitions for the CEO, subject to continued employment and award notice provisions.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, common across all publicly traded companies. It reflects standard executive compensation practices involving equity awards and their vesting, which are not specific to any particular industry trend but rather a general corporate governance and incentive mechanism.

Stakeholder Impact

• Shareholders: The report provides transparency regarding executive stock ownership and compensation, which can influence investor confidence. The net increase in shares held by the CEO (from vesting) before tax sales, and the continued substantial holding, generally aligns executive and shareholder interests.
• Employees: The vesting of RSUs is part of executive compensation, which can set a precedent or reflect the company's overall compensation philosophy.

Next Steps

• Additional restricted stock units are scheduled to vest on June 4, 2026, and June 4, 2027.
• The balance of another restricted stock unit grant is scheduled to vest on May 17, 2026.
• Further restricted stock units are scheduled to vest on June 2, 2026, June 2, 2027, and June 2, 2028.

Key Dates

Recommendation

Keywords

Graham Corporation, GHM, SEC Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, RSU Vesting, Executive Compensation, Daniel J. Thoren, CEO, Director