Form 4: Graham Corp. Executive Chairman Daniel Thoren Reports Significant Stock Vesting and Tax-Related Share Disposition

Daniel J. Thoren, Executive Chairman of Graham Corporation, reported the vesting of over 20,000 performance-based restricted stock units and the subsequent disposition of shares to cover tax obligations.

Summary

• Daniel J. Thoren, Executive Chairman and Director of Graham Corporation (GHM), acquired 20,513 shares of common stock on June 9, 2025.
• These shares were awarded upon the vesting of performance-based restricted stock units granted under the 2020 Graham Corporation Equity Incentive Plan.
• The vesting was contingent on the company's achievement of pre-determined performance measures over a three-year period that ended on March 31, 2025.
• Concurrently, Mr. Thoren disposed of 7,394 shares of common stock at a price of $44.66 per share on June 9, 2025, to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Mr. Thoren directly beneficially owns 351,783 shares of Graham Corporation common stock.
• Mr. Thoren also holds additional restricted stock units: 11,086 units vesting in equal installments on June 4, 2026, and June 4, 2027; 6,089 units vesting on May 17, 2026; and 1,588 units vesting one-third on June 2, 2026, June 2, 2027, and June 2, 2028.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While it's a routine transaction, the vesting of performance-based awards implies the company met its targets, which is a positive signal. The disposition is for tax purposes, a neutral event.

Positives

• The vesting of performance-based restricted stock units indicates that Graham Corporation met certain pre-determined performance measures over the eligible three-year period ending March 31, 2025.
• The acquisition of shares by the Executive Chairman aligns management's interests with those of shareholders.

Negatives

• The disposition of 7,394 shares, while for tax purposes, represents a reduction in direct beneficial ownership from the gross vested amount.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic outlook, beyond the scheduled vesting of existing restricted stock units.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, common across all publicly traded companies. It reflects standard executive compensation practices involving performance-based equity awards, which are designed to align executive incentives with long-term shareholder value creation. It does not provide specific insights into broader industry trends or competitive dynamics for Graham Corporation.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards can be seen as positive, indicating management achieved certain goals. The subsequent tax-related sale is a routine event and does not typically signal a change in management's confidence. The issuance of shares for vesting could lead to minor dilution, but this is typically accounted for in compensation planning.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• Future vesting of 11,086 restricted stock units on June 4, 2026, and June 4, 2027.
• Future vesting of 6,089 restricted stock units on May 17, 2026.
• Future vesting of 1,588 restricted stock units on June 2, 2026, June 2, 2027, and June 2, 2028.

Key Dates

Keywords

Graham Corporation, GHM, Form 4, SEC Filing, Insider Trading, Restricted Stock Units, RSU Vesting, Executive Compensation, Stock Ownership, Daniel J. Thoren, Performance-Based Awards, Tax Withholding