Form 4: Graham Corporation CEO Matthew Malone Reports Significant Equity Vesting and Tax-Related Share Disposition

Graham Corporation's President and CEO, Matthew Malone, reported the vesting of 7,693 performance-based restricted stock units and the subsequent disposition of 2,211 shares for tax obligations, increasing his direct common stock holdings to 53,064 shares.

Summary

• Matthew Malone, President and CEO of Graham Corporation (GHM), reported changes in his beneficial ownership of company stock through a Form 4 filing.
• On June 9, 2025, Mr. Malone acquired 7,693 shares of common stock due to the vesting of performance-based restricted stock units (RSUs). These RSUs were granted under the 2020 Graham Corporation Equity Incentive Plan and vested after a three-year period ending March 31, 2025, based on the company's achievement of pre-determined performance measures.
• Concurrently, 2,211 shares were disposed of on June 9, 2025, at a price of $44.66 per share, to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Mr. Malone directly beneficially owns 53,064 shares of Graham Corporation common stock.
• Additionally, Mr. Malone holds 12,579 unvested restricted stock units, which convert into common stock on a one-for-one basis, with various future vesting dates ranging from May 17, 2026, to June 2, 2028.

Sentiment

Score: 7

Explanation: The document reports a routine insider transaction involving the vesting of performance-based equity awards, which is generally positive as it indicates performance targets were met and aligns management interests. The disposition for tax purposes is standard. No negative surprises or significant strategic shifts are indicated.

Positives

• The vesting of 7,693 performance-based restricted stock units indicates that Graham Corporation met its pre-determined performance measures over the three-year period ending March 31, 2025.
• The CEO's increased direct ownership of common stock (a net increase of 5,482 shares from the RSU vesting and tax withholding) further aligns his interests with those of shareholders.

Negatives

• The disposition of 2,211 shares to cover tax obligations, while a standard practice, reduces the total number of shares retained by the CEO from the vesting event.

Future Outlook

The document indicates future vesting of 12,579 restricted stock units for Matthew Malone, scheduled between May 2026 and June 2028, which will convert into common stock on a one-for-one basis, subject to award notice provisions.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, specifically related to equity compensation vesting. It reflects standard corporate governance practices where executive compensation includes performance-based equity awards designed to align management incentives with shareholder value. Such filings are common across all industries for publicly traded companies.

Comparison to Industry Standards

• The vesting of performance-based restricted stock units and subsequent tax withholding is a standard practice in executive compensation across various industries, including manufacturing and industrial sectors where Graham Corporation operates.
• The structure of multi-year vesting for RSUs is typical for long-term incentive plans, aiming to retain executives and incentivize sustained performance.
• No specific comparable companies, projects, or results are mentioned in this filing to allow for a direct quantitative comparison of results.

Stakeholder Impact

• Shareholders: The vesting of performance-based equity for the CEO suggests the company met its performance targets, which is generally positive for shareholder value. The increased direct ownership by the CEO further aligns his interests with shareholders.
• Employees: No direct impact on general employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

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 7,622 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, Stock Ownership, Restricted Stock Units, Performance-Based Equity, CEO Compensation, Equity Incentive Plan, Share Vesting, Tax Withholding