Form 4: Graham Corp. VP & General Manager Alan Smith Reports Significant Stock Vesting and Tax-Related Share Disposition

Alan E. Smith, VP & General Manager of Graham Corporation, reported the vesting of performance-based restricted stock units resulting in the acquisition of 7,693 shares, alongside the disposition of 3,619 shares for tax obligations, increasing his total beneficial ownership to 66,634 shares.

Summary

• Alan E. Smith, VP & General Manager Batavia of Graham Corporation (GHM), reported changes in his beneficial ownership of common stock.
• On June 9, 2025, Mr. Smith acquired 7,693 shares of common stock at a price of $0 per share, resulting from the vesting of performance-based restricted stock units.
• These performance-based restricted stock units were granted under the 2020 Graham Corporation Equity Incentive Plan and vested after three years based on the company's achievement of pre-determined performance measures for the period ending March 31, 2025.
• Concurrently, Mr. Smith disposed of 3,619 shares of common stock at a price of $44.66 per share to cover tax withholding obligations upon the vesting of these units.
• Following these transactions, Mr. Smith's direct beneficial ownership of Graham Corporation common stock stands at 66,634 shares.
• Mr. Smith also holds various Restricted Stock Units (RSUs) that convert into common stock on a one-for-one basis, including 2,582 RSUs vesting in substantially equal installments on June 4, 2026, and June 4, 2027.
• Additionally, he holds 2,375 RSUs vesting on May 17, 2026, and 2,591 RSUs vesting one-third on June 2, 2026, June 2, 2027, and June 2, 2028.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The primary event is the vesting of performance-based restricted stock units, which implies the company met its performance targets. While shares were disposed for tax, this is a routine and expected part of equity compensation. The overall increase in beneficial ownership for a key executive is generally viewed favorably.

Positives

• The vesting of 7,693 performance-based restricted stock units indicates that Graham Corporation achieved certain pre-determined performance measures over the eligible three-year period ending March 31, 2025, reflecting positive company performance.
• The increase in Alan E. Smith's beneficial ownership to 66,634 shares demonstrates continued alignment of management's interests with shareholders.

Negatives

• The disposition of 3,619 shares to cover tax withholding obligations, while a standard practice, reduces the direct shareholding of the executive.

Future Outlook

The document outlines future vesting schedules for Alan E. Smith's outstanding Restricted Stock Units, with various tranches set to vest in May and June of 2026, 2027, and 2028, indicating future additions to his common stock holdings.

Management Comments

• The filing itself, signed by Christina McLeod as Attorney-in-Fact for Alan E. Smith, serves as a formal disclosure of changes in beneficial ownership by a key executive, as required by SEC regulations.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, specifically related to executive compensation and equity incentive plans. It does not provide direct insights into broader industry trends but reflects the ongoing compensation practices common across publicly traded companies, where performance-based equity awards are a significant component of executive remuneration.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards suggests the company met its targets, which is positive for shareholder value. The increase in executive ownership aligns management interests with shareholders.
• Employees: The equity incentive plan demonstrates a commitment to performance-based compensation, which can motivate employees.

Next Steps

• Future vesting of 2,582 Restricted Stock Units in substantially equal installments on June 4, 2026, and June 4, 2027.
• Future vesting of 2,375 Restricted Stock Units on May 17, 2026.
• Future vesting of 2,591 Restricted Stock Units, one-third 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, Stock Ownership, Performance-Based Awards, Tax Withholding