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Argan, Inc. (NYSE: AGX) grows EPS and builds $3.0B project backlog

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Argan, Inc. (AGX) reported solid third‑quarter results for the period ended October 31, 2025. Quarterly revenues were $251.2 million, slightly below $257.0 million a year ago, but profitability improved. Net income rose to $30.7 million from $28.0 million, and diluted earnings per share increased to $2.17 from $2.00. Gross profit expanded to $46.9 million from $44.3 million as project mix and execution boosted margins.

For the first nine months of the year, revenues grew to $682.6 million from $641.7 million, while net income climbed to $88.6 million from $54.1 million, lifting diluted EPS to $6.27 from $3.91. Cash and cash equivalents more than doubled to $306.3 million, and total investments reached $420.5 million, supporting a strong balance sheet with no borrowings on the $35.0 million credit facility. The company increased its quarterly dividend by 33% to $0.50 per share and expanded project backlog to $3.0 billion, largely in natural gas and renewable power projects.

Positive

  • Strong earnings and margin expansion: Nine‑month net income rose to $88.6 million from $54.1 million and diluted EPS to $6.27 from $3.91, supported by higher gross profit.
  • Record backlog and pipeline visibility: Remaining unsatisfied performance obligations reached $3.0 billion, largely from large gas and renewable power EPC projects, enhancing multi‑year revenue visibility.
  • Robust balance sheet and capital returns: Cash and investments totaled more than $700 million with no debt outstanding, while the quarterly dividend was raised 33% to $0.50 per share and share repurchases continued.

Negative

  • None.

Insights

Argan posts sharply higher earnings, stronger cash, and a record project backlog.

Argan, Inc. grew nine‑month revenues to $682.6M from $641.7M, while net income rose to $88.6M from $54.1M. Diluted EPS increased to $6.27 from $3.91, reflecting higher gross profit of $128.1M versus $93.4M. Margin gains came mainly from the Power Industry Services segment, which generated about 81% of year‑to‑date revenues.

Liquidity strengthened meaningfully. Cash and cash equivalents reached $306.3M and total investments were $420.5M as of October 31, 2025, against total assets of $1.05B and no outstanding borrowings under the revolving credit facility. Contract liabilities increased to $451.9M, consistent with strong advance billings on large projects.

Operational visibility improved with remaining unsatisfied performance obligations of $3.0B, largely within the power segment, and Industrial Construction Services backlog of about $158.8M. Customer concentration remains notable, with two power customers representing 27% and 18% of nine‑month revenues, so future performance will depend on continued execution on these large contracts and resolution of the disclosed U.K. project dispute.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended

October 31, 2025

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

For the Transition Period from                      to                     

Commission File Number 001-31756

Graphic

(Exact Name of Registrant as Specified in Its Charter)

Delaware

    

13-1947195

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification No.)

4075 Wilson Boulevard, Suite 440, Arlington, Virginia 22203

(Address of Principal Executive Offices) (Zip Code)

(301) 315-0027

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed since Last Report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   þ    No  

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes  þ    No  

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ  Accelerated filer   Non-accelerated filer   Smaller reporting company   Emerging growth company 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

Title of Each Class

    

Trading Symbol(s)

    

Name of Each Exchange on Which Registered

Common Stock, $0.15 par value

AGX

New York Stock Exchange

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Common stock, $0.15 par value: 13,873,410 shares as of November 28, 2025.

ARGAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

    

Three Months Ended

Nine Months Ended

October 31, 

October 31, 

    

2025

    

2024

    

2025

    

2024

REVENUES

$

251,153

$

257,008

$

682,556

$

641,705

Cost of revenues

 

204,204

 

212,681

 

554,477

 

548,329

GROSS PROFIT

 

46,949

 

44,327

 

128,079

 

93,376

Selling, general and administrative expenses

 

14,316

 

13,995

 

41,049

 

37,848

INCOME FROM OPERATIONS

 

32,633

 

30,332

 

87,030

 

55,528

Other income, net

 

7,061

 

6,646

 

18,086

 

17,044

INCOME BEFORE INCOME TAXES

 

39,694

 

36,978

 

105,116

 

72,572

Provision for income taxes

 

8,957

 

8,968

 

16,554

 

18,482

NET INCOME

30,737

28,010

88,562

54,090

OTHER COMPREHENSIVE INCOME, NET OF TAXES

Foreign currency translation adjustments

165

(957)

3,535

(1,933)

Net unrealized gains (losses) on available-for-sale securities

1,296

(659)

2,894

(169)

COMPREHENSIVE INCOME

$

32,198

$

26,394

$

94,991

$

51,988

EARNINGS PER SHARE

Basic

$

2.22

$

2.07

$

6.45

$

4.04

Diluted

$

2.17

$

2.00

$

6.27

$

3.91

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic

 

13,830

 

13,530

 

13,731

 

13,398

Diluted

 

14,157

 

14,034

 

14,134

 

13,830

CASH DIVIDENDS PER SHARE

$

0.500

$

0.375

$

1.250

$

0.975

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

ARGAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

(Unaudited)

    

October 31, 

    

January 31, 

    

2025

    

2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

306,294

$

145,263

Investments

420,527

379,874

Accounts receivable, net

 

170,381

 

175,808

Contract assets

 

38,402

 

28,430

Other current assets

 

61,567

 

51,925

TOTAL CURRENT ASSETS

 

997,171

 

781,300

Property, plant and equipment, net

 

15,777

 

14,463

Goodwill

 

28,033

 

28,033

Intangible assets, net

1,532

1,826

Deferred taxes, net

552

Right-of-use and other assets

8,356

10,053

TOTAL ASSETS

$

1,050,869

$

836,227

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable

$

100,798

$

97,297

Accrued expenses

 

67,144

 

83,319

Contract liabilities

 

451,918

 

299,241

TOTAL CURRENT LIABILITIES

 

619,860

 

479,857

Deferred taxes, net

 

6,116

 

Noncurrent liabilities

5,183

4,513

TOTAL LIABILITIES

 

631,159

 

484,370

COMMITMENTS AND CONTINGENCIES (see Notes 8 and 9)

STOCKHOLDERS’ EQUITY

Preferred stock, par value $0.10 per share – 500,000 shares authorized; no shares issued and outstanding

 

 

Common stock, par value $0.15 per share – 30,000,000 shares authorized; 15,828,289 shares issued; 13,873,410 and 13,634,214 shares outstanding at October 31, 2025 and January 31, 2025, respectively

 

2,374

 

2,374

Additional paid-in capital

 

167,075

 

168,966

Retained earnings

 

363,960

 

292,698

Treasury stock, at cost – 1,954,879 and 2,194,075 shares at October 31, 2025 and January 31, 2025, respectively

(113,590)

(105,643)

Accumulated other comprehensive loss

(109)

(6,538)

TOTAL STOCKHOLDERS’ EQUITY

 

419,710

 

351,857

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

1,050,869

$

836,227

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

ARGAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)

Common Stock

Additional

Accumulated Other

    

Outstanding

    

Par

    

Paid-in

    

Retained

    

Treasury

    

Comprehensive

    

Total

Shares

Value

Capital

Earnings

Stock

Loss

Stockholders' Equity

Balances, February 1, 2025

 

13,634,214

$

2,374

$

168,966

$

292,698

$

(105,643)

$

(6,538)

$

351,857

Net income

 

22,550

22,550

Foreign currency translation gain

3,621

3,621

Net unrealized gains on available-for-sale securities

2,680

2,680

Stock compensation expense

1,188

1,188

Stock option exercises and restricted stock unit settlements, net

 

59,472

(4,556)

(1,526)

(6,082)

Common stock repurchases

(55,117)

(6,849)

(6,849)

Cash dividends

 

(5,070)

(5,070)

Balances, April 30, 2025

 

13,638,569

2,374

165,598

310,178

(114,018)

(237)

363,895

Net income

 

35,275

35,275

Foreign currency translation loss

(251)

(251)

Net unrealized losses on available-for-sale securities

(1,082)

(1,082)

Stock compensation expense

2,265

2,265

Stock option exercises and restricted stock unit settlements, net

 

174,006

(1,247)

(303)

(1,550)

Common stock repurchases

(1,000)

(199)

(199)

Cash dividends

 

(5,177)

(5,177)

Balances, July 31, 2025

 

13,811,575

2,374

166,616

340,276

(114,520)

(1,570)

393,176

Net income

 

30,737

30,737

Foreign currency translation gain

165

165

Net unrealized gains on available-for-sale securities

1,296

1,296

Stock compensation expense

1,860

1,860

Stock option exercises and restricted stock unit settlements, net

 

61,835

(1,401)

930

(471)

Cash dividends

 

(7,053)

(7,053)

Balances, October 31, 2025

 

13,873,410

$

2,374

$

167,075

$

363,960

$

(113,590)

$

(109)

$

419,710

Balances, February 1, 2024

13,242,520

$

2,374

$

164,183

$

225,507

$

(97,528)

$

(3,597)

$

290,939

Net income

7,882

7,882

Foreign currency translation loss

(790)

(790)

Net unrealized losses on available-for-sale securities

(969)

(969)

Stock compensation expense

1,211

1,211

Stock option exercises and restricted stock unit settlements, net

113,260

(893)

(13)

(906)

Common stock repurchases

(5,600)

(187)

(187)

Cash dividends

(4,025)

(4,025)

Balances, April 30, 2024

13,350,180

2,374

164,501

229,364

(97,728)

(5,356)

293,155

Net income

18,198

18,198

Foreign currency translation loss

(186)

(186)

Net unrealized gains on available-for-sale securities

1,459

1,459

Stock compensation expense

1,004

1,004

Stock option exercises and restricted stock unit settlements, net

147,370

397

(1,916)

(1,519)

Cash dividends

(4,043)

(4,043)

Balances, July 31, 2024

13,497,550

2,374

165,902

243,519

(99,644)

(4,083)

308,068

Net income

28,010

28,010

Foreign currency translation loss

(957)

(957)

Net unrealized losses on available-for-sale securities

(659)

(659)

Stock compensation expense

1,175

1,175

Stock option exercises and restricted stock unit settlements, net

77,254

1,364

(2,643)

(1,279)

Common stock repurchases

 

(5,700)

(459)

(459)

Cash dividends

(5,195)

(5,195)

Balances, October 31, 2024

13,569,104

$

2,374

$

168,441

$

266,334

$

(102,746)

$

(5,699)

$

328,704

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

ARGAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

    

Nine Months Ended October 31, 

    

2025

    

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

88,562

$

54,090

Adjustments to reconcile net income to net cash provided by operating activities

Stock compensation expense

5,313

3,390

Depreciation

1,411

1,376

Changes in accrued interest on investments

1,426

2,992

Non-cash lease expense

 

3,091

 

2,415

Deferred income tax expense

5,721

1,060

Other

 

(1,645)

 

1,299

Changes in operating assets and liabilities

Accounts receivable

 

5,548

 

(85,084)

Contract assets

(9,972)

3,569

Other assets

 

(9,599)

 

4,514

Accounts payable and accrued expenses

 

(145)

 

43,707

Contract liabilities

152,677

89,632

Net cash provided by operating activities

 

242,388

 

122,960

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of short-term investments

(75,000)

(135,000)

Maturities of short-term investments

110,000

117,500

Purchases of available-for-sale securities

(127,198)

(110,045)

Maturities of available-for-sale securities

55,000

9,230

Purchases of property, plant and equipment

 

(2,672)

 

(5,218)

Investments in solar energy projects

 

(11,519)

 

(3,312)

Net cash used in investing activities

 

(51,389)

 

(126,845)

CASH FLOWS FROM FINANCING ACTIVITIES

Common stock repurchases

(7,048)

(646)

Payments of cash dividends

 

(17,300)

 

(13,263)

Settlements of share-based awards, net of withholding taxes paid

 

(8,103)

 

(3,704)

Net cash used in financing activities

 

(32,451)

 

(17,613)

EFFECTS OF EXCHANGE RATE CHANGES ON CASH

2,483

(185)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

161,031

 

(21,683)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

145,263

197,032

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

306,294

$

175,349

NON-CASH INVESTING AND FINANCING ACTIVITIES

Right-of-use assets obtained in exchange for lease obligations

$

3,647

$

1,995

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for income taxes, net of refunds

$

27,378

$

15,133

Cash paid for operating leases

$

2,991

$

2,404

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

ARGAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

(Tabular dollar amounts in thousands, except per share data)

(Unaudited)

NOTE 1 – DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

Argan, Inc. (“Argan”) conducts its operations through its wholly-owned subsidiaries across three distinct reportable business segments: Power Industry Services, Industrial Construction Services, and Telecommunication Infrastructure Services. Argan and these consolidated subsidiaries are hereinafter collectively referred to as the “Company.”

Through the Power Industry Services segment, the Company provides a full range of engineering, procurement, construction, commissioning, maintenance, project development, and technical consulting services to the power generation market. The customers include primarily independent power producers, public utilities, power plant equipment suppliers and other commercial firms with significant power requirements. Customer projects are located in the United States (the “U.S.”), the Republic of Ireland (“Ireland”) and the United Kingdom (the “U.K.”). The Company’s Industrial Construction Services segment provides on-site services that support new plant construction and additions, maintenance turnarounds, shutdowns and emergency mobilizations for industrial operations primarily located in the Southeast region of the U.S. and that may include the fabrication, delivery and installation of steel components such as piping systems and pressure vessels. The Company’s Telecommunications Infrastructure Services segment provides telecommunications project management, construction, installation, maintenance, repair and response services to commercial, local and federal government customers primarily in the Mid-Atlantic region of the U.S.

Basis of Presentation and Significant Accounting Policies

The Company’s fiscal year ends on January 31 each year. The condensed consolidated financial statements include the accounts of Argan and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The accompanying condensed consolidated financial statements and notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (“Fiscal 2025”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments considered necessary for a fair statement of the financial position of the Company as of October 31, 2025, and its earnings and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which introduces more detailed requirements for annual disclosures for income taxes. The ASU requires public business entities to present specific categories in the income tax rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose the amounts of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have an impact on the Company’s financial position or its results of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public

6

business entities to disclose specific information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effects, if any, that the adoption of ASU 2024-03 may have on its financial position, results of operations, cash flows, or disclosures.

There are no other recently issued accounting pronouncements that have not yet been adopted that the Company considers material to its condensed consolidated financial statements.

NOTE 2 – REVENUES FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenues

The following table presents consolidated revenues for the three and nine months ended October 31, 2025 and 2024, disaggregated by the geographic area where the corresponding projects were located:

    

Three Months Ended October 31, 

    

Nine Months Ended October 31, 

2025

    

2024

2025

    

2024

United States

$

222,637

$

239,489

$

617,938

$

559,069

Republic of Ireland

 

19,303

 

16,981

 

46,435

 

74,039

United Kingdom

 

9,213

 

538

 

18,183

 

8,597

Totals

$

251,153

$

257,008

$

682,556

$

641,705

Revenues for projects located in Ireland and the U.K. are attributed to the Power Industry Services segment. The major portions of the Company’s consolidated revenues are recognized pursuant to fixed-price contracts with most of the remaining portions earned pursuant to time-and-material contracts. Consolidated revenues are disaggregated by reportable segment in Note 15 to the condensed consolidated financial statements.

Contract Assets and Liabilities

During the nine months ended October 31, 2025 and 2024, there were no material unusual or one-time adjustments to contract assets or contract liabilities balances. The Company recognized the following revenues that were included in the contract liabilities balances at the beginning of the respective period:

    

Three Months Ended October 31, 

    

Nine Months Ended October 31, 

2025

    

2024

2025

    

2024

Revenues recognized from contract liabilities

$

151,890

$

132,068

$

297,723

$

175,630

Contract retentions are billed amounts which, pursuant to the terms of the applicable contract, are not paid by customers until a defined phase of a contract or project has been completed and accepted. These retained amounts are reflected in contract assets or contract liabilities depending on the net contract position of the particular contract. The amounts retained by project owners and other customers under construction contracts as of October 31, 2025 and January 31, 2025 were $38.3 million and $15.8 million, respectively.

Variable Consideration

Variable consideration includes unapproved change orders where the Company has project-owner directive for additional work or other changes in scope but has not yet obtained approval for the associated price or the corresponding additional effort. These amounts are included in the transaction price when it is considered probable that the applicable costs, including those for additional effort, will be recovered through a modification to the contract price. As of October 31, 2025 and January 31, 2025, the aggregate amounts of contract variations, which primarily related to an overseas project and were included in the corresponding transaction prices pending customer approvals, were $10.0 million and $8.0 million, respectively.

Remaining Unsatisfied Performance Obligations (“RUPO”)

As of October 31, 2025, the Company had RUPO of $3.0 billion. The largest portion of RUPO at any date usually relates to engineering, procurement and construction (“EPC”) services and other construction contracts with typical performance

7

durations of one to four years. The Company estimates that approximately 8% of the RUPO amount as of October 31, 2025 will be included in the amount of consolidated revenues that will be recognized during the remainder of the year ending January 31, 2026 (“Fiscal 2026”). Most of the remaining amount of the RUPO balances as of October 31, 2025 is expected to be recognized in revenues during the fiscal years ending January 31, 2027 (“Fiscal 2027”), 2028 (“Fiscal 2028”) and 2029 (“Fiscal 2029”).

It is important to note that estimates may be changed in the future and that cancellations, deferrals or scope adjustments may occur related to work included in the amount of RUPO as of October 31, 2025. Accordingly, RUPO may be adjusted to reflect project delays and cancellations, revisions to project scope and cost and foreign currency exchange fluctuations, or to revise estimates, as effects become known. Such adjustments to RUPO may materially reduce future revenues below Company estimates.

NOTE 3 – CASH, CASH EQUIVALENTS AND INVESTMENTS

Cash Equivalents

As of October 31, 2025 and January 31, 2025, certain amounts of cash equivalents were invested in money market funds with assets invested in high-quality money market instruments, including U.S. Treasury obligations; obligations of U.S. government agencies, authorities, instrumentalities or sponsored enterprises; and repurchase agreements secured by such obligations. The balances of accrued dividends as of October 31, 2025 and January 31, 2025 were $0.3 million and $0.3 million, respectively.

Investments

The Company’s investments consisted of the following as of October 31, 2025 and January 31, 2025:

    

October 31, 

January 31, 

2025

    

2025

Short-term investments

$

117,411

$

153,129

Available-for-sale securities

303,116

226,745

Total investments

$

420,527

$

379,874

Short-Term Investments

Short-term investments as of October 31, 2025 and January 31, 2025, consisted solely of CDs with initial maturities of one year or less purchased from Bank of America, N.A. (the “Bank”). The Company has the intent and ability to hold the CDs until they mature, and they are carried at cost plus accrued interest. The balances of accrued interest on the CDs as of October 31, 2025 and January 31, 2025 were $2.4 million and $3.1 million, respectively.

Available-For-Sale Securities

The Company’s available-for-sale (“AFS”) securities consisted of the following amounts of amortized cost, allowance for credit losses, gross unrealized gains and losses and estimated fair value by contractual maturity as of October 31, 2025 and January 31, 2025:

October 31, 2025

Allowance for

Gross

Gross

Estimated

Amortized

Credit

Unrealized

Unrealized

Fair

    

Cost

    

Losses

    

Gains

    

Losses

    

Value

U.S. Treasury notes:

Due within one year

$

45,381

$

$

160

$

8

$

45,533

Due in one to three years

65,748

1,016

66,764

Due in three to five years

188,571

2,589

341

190,819

Totals

$

299,700

$

$

3,765

$

349

$

303,116

8

January 31, 2025

Allowance for

Gross

Gross

Estimated

Amortized

Credit

Unrealized

Unrealized

Fair

    

Cost

    

Losses

    

Gains

    

Losses

    

Value

U.S. Treasury notes:

Due within one year

$

50,676

$

$

126

$

7

$

50,795

Due in one to three years

84,881

381

105

85,157

Due in three to five years

91,599

124

930

90,793

Totals

$

227,156

$

$

631

$

1,042

$

226,745

As of October 31, 2025 and January 31, 2025, interest receivable in the amounts of $1.9 million and $2.1 million were included in the balances of AFS securities. For the three and nine months ended October 31, 2025 and 2024, there were no sales of the Company’s AFS securities and, therefore, there were no amounts of gains or losses reclassified out of other comprehensive income into net income.

The Company does not believe the unrealized losses represent credit losses based on the evaluation of evidence as of October 31, 2025, which includes an assessment of whether it is more likely than not that the Company will be required to sell or intends to sell the investments before recovery of their corresponding amortized cost bases.

Earnings on Cash and Invested Funds

The Company earns interest and dividends on its cash equivalents and invested funds. The Company also earns interest on most of its cash balances. Earnings on invested funds and cash account balances for the three and nine months ended October 31, 2025 were $5.9 million and $16.9 million, respectively, and they were $5.6 million and $15.7 million for the three and nine months ended October 31, 2024, respectively. Earnings on investments are included in other income, net, in the condensed consolidated statements of earnings.

As of October 31, 2025 and January 31, 2025, the weighted average annual yields of the Company’s outstanding invested funds and interest-bearing cash account balances were 3.6% and 4.1%, respectively.

Concentration Risk

The Company has a substantial portion of its cash on deposit with the Bank or invested in CDs purchased from the Bank. In addition, the Company has cash invested in money market funds at separate institutions. The Company maintains certain Euro-based bank accounts in Ireland and certain pound sterling-based bank accounts in the U.K. in support of foreign operations. As of October 31, 2025 and January 31, 2025, approximately 10% and 1%, respectively, of the Company’s cash, cash equivalents, and investments were held by foreign subsidiaries in Ireland and the U.K. Management does not believe that the combined amounts of the CDs and the cash deposited with the Bank, cash invested in money market funds, and cash balances maintained at financial institutions in Ireland and the U.K., in excess of government-insured levels, represent material risks.

NOTE 4 – FAIR VALUE MEASUREMENTS

The following table presents the Company’s financial instruments as of October 31, 2025 and January 31, 2025 that are measured and recorded at fair value on a recurring basis:

October 31, 2025

January 31, 2025

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

    

Inputs

    

Inputs

Inputs

    

Inputs

Inputs

    

Inputs

Cash equivalents:

Money market funds

$

120,776

$

$

$

93,067

$

$

Available-for-sale securities:

U.S. Treasury notes

303,116

226,745

Totals

$

120,776

$

303,116

$

$

93,067

$

226,745

$

9

NOTE 5 – ACCOUNTS RECEIVABLE

Accounts receivable includes amounts that have been billed and amounts that are billable to customers. As of October 31, 2025, there were billable amounts related to an overseas project in the total amount of $24.5 million, including the expected refund of the letter of credit draw identified in Note 9.

The amounts of the provision for credit losses for the three and nine months ended October 31, 2025 were insignificant. The amounts of the provision for credit losses for the three and nine months ended October 31, 2024 were $0.2 million and $0.7 million, respectively. There was no allowance for credit losses as of October 31, 2025. The allowance for credit losses as of January 31, 2025 was $1.9 million.

NOTE 6 – INTANGIBLE ASSETS

The goodwill balances related primarily to the Power Industry Services and Industrial Construction Services segments were $18.5 million and $9.5 million, respectively, at both October 31, 2025 and January 31, 2025. Management does not believe that any events or circumstances occurred or arose since January 31, 2025, that required an updated assessment of the goodwill balances.

The Company’s intangible assets, other than goodwill, relate primarily to the Industrial Construction Services segment and consisted of the following as of October 31, 2025 and January 31, 2025:

October 31, 2025

January 31, 2025

Estimated

Gross

Accumulated

Net

Gross

Accumulated

Net

    

Useful Life

    

Amounts

    

Amortization

    

Amounts

    

Amounts

    

Amortization

    

Amounts

Trade name

15 years

$

4,499

$

2,975

$

1,524

$

4,499

$

2,749

$

1,750

Customer relationships

10 years

916

908

8

916

840

76

Totals

$

5,415

$

3,883

$

1,532

$

5,415

$

3,589

$

1,826

There were no additions to intangible assets during the three and nine month periods ended October 31, 2025 and 2024, nor were there any impairment losses related to intangible assets during these periods. Amortization expense related to intangible assets for the three and nine months ended October 31, 2025 was $0.1 million and $0.3 million, respectively, and was $0.1 million and $0.3 million for the three and nine months ended October 31, 2024, respectively.

The following is a schedule of future amounts of amortization related to purchased intangibles:

    

Amortization

Years Ending January 31,

Expense

2026 (remainder)

    

$

83

2027

 

300

2028

 

300

2029

 

300

2030

300

Thereafter

 

249

Total

$

1,532

NOTE 7 – FINANCING ARRANGEMENTS

On May 24, 2024, the Company and the Bank executed the Second Amended and Restated Replacement Credit Agreement with an expiration date of May 31, 2027 (the “Credit Agreement”), which was amended on October 23, 2025. The Credit Agreement has a base lending commitment amount of $35.0 million and establishes the interest rate for revolving loans at the Secured Overnight Financing Rate (“SOFR”) plus 1.85%. In addition to the base commitment, the credit facility includes an accordion feature that allows for an additional commitment amount of $30.0 million, subject to certain conditions. The Company may use the borrowing ability to cover other credit instruments issued by the Bank for the Company’s use in the ordinary course of business as defined in the Credit Agreement. Further, on May 31, 2024, the Company entered into a companion facility, in the amount of $25.0 million, pursuant to which an overseas subsidiary of

10

the Company may cause the Bank’s European entity to issue letters of credit on its behalf that will be secured by a blanket parent company guarantee that was issued by Argan to the Bank.

As of October 31, 2025 and January 31, 2025, the Company did not have any borrowings outstanding under the Credit Agreement. However, the Bank has issued a letter of credit in the outstanding amount of $0.3 million as of October 31, 2025. As of January 31, 2025, there were no outstanding letters of credit issued under the credit facilities.

The Company has pledged most of its assets to secure its financing arrangements. The Bank’s consent is not required for acquisitions, divestitures, cash dividends or significant investments as long as certain conditions are met. The Credit Agreement requires that the Company comply with certain financial covenants at its fiscal year-end and at each fiscal quarter-end. The Credit Agreement includes other terms, covenants and events of default that are customary for a credit facility of its size and nature, including a requirement to achieve positive adjusted earnings before interest, taxes, depreciation and amortization, as defined, over each rolling twelve-month measurement period. As of October 31, 2025, the Company was in compliance with the covenants and other requirements of the Credit Agreement.

NOTE 8 – COMMITMENTS

As of October 31, 2025, the estimated amount of the Company’s unsatisfied bonded performance obligations, covering all of its subsidiaries, was approximately $0.5 billion. As of October 31, 2025, the outstanding amount of bonds covering other risks, including warranty obligations and contract payment retentions related to completed activities, was $69.5 million.

NOTE 9 – LEGAL CONTINGENCIES

In the normal course of business, the Company may have pending claims and legal proceedings. The Company maintains accrued expense balances for the estimated amounts of legal costs expected to be billed related to any significant matter. In the opinion of management, based on information available at this time, there are no current claims and proceedings that would have a material adverse effect on the consolidated financial statements. However, the outcomes of such legal claims and proceedings are subject to inherent uncertainties.

In March 2025, a U.K. subsidiary of the Company sued EP NI Energy Limited and EP UK Investment Limited (together referred to as “EP”) in the High Court of Justice, Business and Property Courts of England and Wales for EP’s breach of contract and failure to remedy various events which negatively impacted the schedule and costs of an overseas project, resulting in EP receiving the benefits of the construction efforts of the Company’s U.K. subsidiary and the corresponding progress on the project without making payments to which the Company’s U.K. subsidiary was contractually entitled. As previously disclosed, the Company’s U.K. subsidiary provided the project owner notice to terminate as a result of project owner breaches of the contract. Those breaches were not resolved, as a result of which the contract terminated on May 3, 2024. Subsequently, the project owner made a draw for the full amount of a $9.6 million irrevocable letter of credit, or on-demand performance bond, issued by the Company’s bank. The Company believes the project owner improperly initiated the draw on the bond and, therefore, the amount should be refunded. This amount is included in accounts receivable as of October 31, 2025. The Company’s U.K. subsidiary has significant billable receivables, unresolved contract variations and claims for extensions of time, among other issues, related to the overseas project. The project owner has asserted counterclaims that the Company’s U.K. subsidiary disputes. The Company’s U.K. subsidiary will vigorously assert its rights and claims in order to recover its lost value and collect any remaining monies owed.

NOTE 10 – STOCK-BASED COMPENSATION

Stock-based compensation expense amounts for the three and nine months ended October 31, 2025 were $1.9 million and $5.3 million, respectively, and they were $1.2 million and $3.4 million for the three and nine months ended October 31, 2024, respectively. As of October 31, 2025, there was $9.0 million in unrecognized compensation costs related to outstanding stock awards that the Company expects to recognize over the next three years.

During the nine months ended October 31, 2025, the Company awarded performance-based restricted stock units covering a target of 5,500 shares of common stock, earnings per share performance-based restricted stock units covering a target of 16,450 shares of common stock, renewable energy performance-based restricted stock units covering a target of 2,500 shares of common stock, and time-based restricted stock units covering 32,350 shares of common stock. The number of shares of common stock to be issued under certain awards may exceed the number of target shares if certain performance

11

goals are exceeded. The changes in the maximum number of shares of common stock issuable pursuant to outstanding restricted stock units for the nine months ended October 31, 2025 are presented below (shares in thousands):

    

    

Weighted-

Average

Grant-Date

Fair Value

Shares

Per Share

Outstanding, February 1, 2025

 

271

$

32.69

Granted

 

85

$

86.25

Issued

(107)

$

30.08

Forfeited

(1)

$

15.20

Outstanding, October 31, 2025

 

248

$

52.23

During the nine months ended October 31, 2025, the Company awarded nonqualified stock options to purchase 4,000 shares of common stock at a weighted-average exercise price per share of $148.72. During the nine months ended October 31, 2025, nonqualified stock options to purchase 295,433 shares of common stock were exercised at a weighted-average exercise price per share of $46.61. As of October 31, 2025, there were 158,067 nonqualified stock options outstanding.

Shares Withheld and Treasury Stock

For the nine months ended October 31, 2025 and 2024, the Company used 295,313 shares and 337,884 shares of treasury stock, respectively, to settle stock option exercises and other share-based awards. For the nine months ended October 31, 2025, the Company accepted 107,530 shares of common stock at the average price per share of $203.43 for the exercise price and/or tax withholding in connection with stock option exercises and other share-based award settlements. For the nine months ended October 31, 2024, the Company accepted 532,860 shares of common stock at the average price per share of $73.92 for the exercise price and/or tax withholding in connection with stock option exercises and other share-based award settlements.

NOTE 11 – PROVISION FOR INCOME TAXES

The Company’s provision for income tax amounts for the nine months ended October 31, 2025 and 2024 differed from corresponding amounts computed by applying the federal corporate income tax rate of 21% to the consolidated amounts of income before income taxes for the periods as presented below:

    

Nine Months Ended October 31, 

    

2025

    

2024

U.S. statutory federal income tax expense

$

22,074

$

15,240

Difference resulting from:

State income taxes, net of federal tax effect

 

2,493

 

2,297

Unrecognized tax loss benefit

55

921

Executive compensation limitation

1,263

917

Stock-based compensation windfall

(9,095)

(1,114)

Other permanent differences and adjustments, net

(236)

221

Provision for income taxes

$

16,554

$

18,482

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The legislation includes several changes to U.S. federal income tax law that generally allow for more favorable deductibility of certain business expenses beginning in calendar year 2025, including the restoration of immediate expensing for domestic research and development expenditures and the reinstatement of 100% bonus depreciation for qualified property. The OBBBA also includes certain modifications to the U.S. taxation of foreign activity, including changes to rules governing foreign tax credits, Global Intangible Low-Taxed Income (“GILTI”), Foreign-Derived Intangible Income (“FDII”), and the Base Erosion and Anti-Abuse Tax (“BEAT”), among other changes. Most of these modifications to the U.S. taxation of foreign activity are generally effective for tax years beginning after December 31, 2025.

12

Certain benefits from the OBBBA, such as deducting previously capitalized domestic research and development expenditures, were included in the provision for income taxes for the second quarter of Fiscal 2026. The Company is currently evaluating the impact on future periods. The Company does not expect the impact of the OBBBA to be material.

Net Operating Loss (“NOL”) Carryback

The tax changes enacted by the Coronavirus, Aid, Relief and Economic Security Act signed into law in March 2020 (the “CARES Act”) included re-establishing a carryback period for certain losses to five years. The NOLs eligible for carryback under the CARES Act included the Company’s domestic loss for the year ended January 31, 2020 (“Fiscal 2020”). In accordance with the provisions of the CARES Act, the Company filed for income tax refunds totaling approximately $12.7 million during the year ended January 31, 2021, for taxes paid in prior years. These amounts are included in income tax refunds receivable along with related accrued interest.

The refund claims were primarily generated by a bad debt deduction recorded during Fiscal 2020. This deduction was selected for examination by the Internal Revenue Service (“IRS”). Based on correspondence with the IRS examination team in November 2025, the Company expects the IRS to close the examination with no changes.

Research and Development Tax Credits

During the year ended January 31, 2023, the Company filed amended federal income tax returns for the year ended January 31, 2022 (“Fiscal 2022”) and for the year ended January 31, 2021 (“Fiscal 2021”) that included previously unclaimed research and development tax credits in the total amount of $5.8 million, which was netted with a provision for uncertain tax return positions in the amount of $2.4 million. In May 2023, the Company received notification that these amended federal income tax returns were selected for examination. In July 2025, the IRS concluded its examination of the Company’s amended federal income tax returns for Fiscal 2021 and Fiscal 2022 and issued its final revenue agents report that disallowed in full the research and development tax credits claimed by the Company for those periods. In August 2025, the Company began the formal process of challenging the IRS’s findings. The Company intends to contest the disallowance and believes it has substantial authority supporting its position. In addition, soon after the IRS issued its final revenue agents report in July 2025, the Company filed a notice of claim under its corresponding tax liability insurance policy.

Income Tax Refunds

As of October 31, 2025 and January 31, 2025, the balances of other current assets in the condensed consolidated balance sheet included income tax refunds receivable, related accrued interest, and prepaid income taxes in the total amount of approximately $38.8 million and $30.9 million, respectively. The income tax refunds receivable include the Company’s NOL carryback refund as described above.

Income Tax Returns

The Company is subject to federal and state income taxes in the U.S., and income taxes in Ireland and the U.K. Tax treatments within each jurisdiction are subject to the interpretation of the related tax laws and regulations which require significant judgments to apply. The Company is no longer subject to income tax examinations by authorities for its fiscal years ended on or before January 31, 2021, except for those matters described above and several notable exceptions, including Ireland, the U.K. and several states where the open periods are one year longer.

Solar Energy Projects

The Company holds equity investments in Solar Tax Credit (“STC”) investments. Primarily, the STC investments are structured as limited liability companies that invest in solar energy projects that are eligible to receive energy tax credits. In August 2025, the Company paid its remaining $11.5 million cash investment commitment related to its STC investments, which is included in cash paid for income taxes on the condensed consolidated statements of cash flows. As of October 31, 2025 and January 31, 2025, the investment accounts balances were $2.5 million and $4.6 million, respectively, which are included in other assets in the condensed consolidated balance sheets.

The Company has elected to use the proportional amortization method (“PAM”) for STC investments that qualify. For the Company’s STC investments that qualify for PAM, the Company recognized $0.8 million and $2.3 million of income tax credits and other income tax benefits during the three and nine months ended October 31, 2025, respectively. For the nine-

13

month period ended October 31, 2024, the Company recognized $0.7 million of income tax credits and other income tax benefits. For the three months ended October 31, 2024, the income tax credits and other income tax benefits recognized were not material. For the three and nine month periods ended October 31, 2025, the Company recorded amortization related to STC investments of $0.7 million and $2.1 million, respectively. For the nine-month period ended October 31, 2024, the Company recorded amortization related to STC investments of $0.7 million. For the three month period ended October 31, 2024, the recorded amount of STC investment amortization was immaterial. The amount of non-income tax related activity and other returns related to the STC investments that qualify for PAM were not material for the three and nine month periods ended October 31, 2025 and 2024.

For the three and nine months ended October 31, 2025 and 2024, the Company’s share of activity from its STC investments that do not qualify for PAM was not material.

NOTE 12 – EARNINGS PER SHARE

Potentially dilutive securities include stock options and restricted stock units. Diluted earnings per share include only securities that are actually dilutive. Basic and diluted earnings per share are computed as follows (in thousands, except per share data):

Three Months Ended October 31, 

Nine Months Ended October 31, 

    

2025

    

2024

2025

    

2024

Net income

$

30,737

$

28,010

$

88,562

$

54,090

Weighted average shares outstanding – basic

13,830

13,530

13,731

13,398

Effect of stock awards

327

504

403

432

Weighted average shares outstanding – diluted

14,157

14,034

14,134

13,830

Earnings per share

Basic

$

2.22

$

2.07

$

6.45

$

4.04

Diluted

$

2.17

$

2.00

$

6.27

$

3.91

Anti-dilutive securities not included

1

140

NOTE 13 – STOCKHOLDERS’ EQUITY

On September 10, 2025, the board of directors increased the Company’s quarterly cash dividend by 33% from $0.375 to $0.500 per share of common stock. During the nine months ended October 31, 2025 and during Fiscal 2025, the Company paid dividends to stockholders as follows:

Record Date

    

Payment Date

    

Amount Per Share

October 23, 2025

October 31, 2025

$

0.500

July 23, 2025

July 31, 2025

0.375

April 22, 2025

April 30, 2025

0.375

January 23, 2025

January 31, 2025

0.375

October 23, 2024

October 31, 2024

0.375

July 23, 2024

July 31, 2024

0.300

April 22, 2024

April 30, 2024

0.300

On April 10, 2025, the board of directors of Argan increased the total authorization to repurchase shares of the Company’s common stock by $25 million, bringing the aggregate authorized amount to $150 million. Pursuant to its established program and authorizations provided by Argan’s board of directors, the Company repurchased shares of its common stock during the nine months ended October 31, 2025 and 2024 and added the shares to treasury stock. During these periods, the Company repurchased 56,117 shares and 11,300 shares of common stock, all on the open market, for aggregate prices of approximately $7.0 million, or $125.60 per share, and $0.6 million, or $57.11 per share, respectively.

14

NOTE 14 – CUSTOMER CONCENTRATIONS

Most of the Company’s consolidated revenues relate to performance by the Power Industry Services segment. The following schedule presents the percentage of consolidated revenues for each reportable segment for the respective periods:

    

Three Months Ended October 31, 

    

Nine Months Ended October 31, 

2025

    

2024

2025

    

2024

Power Industry Services

77.8

%

82.5

%

81.0

%

77.3

%

Industrial Construction Services

 

19.7

 

16.1

 

16.8

 

21.0

Telecommunications Infrastructure Services

 

2.5

 

1.4

 

2.2

 

1.7

The Company’s most significant customer relationships for the three months ended October 31, 2025 included two Power Industry Services customers, which accounted for 27% and 14% of consolidated revenues. The Company’s most significant customer relationships for the three months ended October 31, 2024 included four Power Industry Services customers, which accounted for 29%, 15%, 13%, and 11% of consolidated revenues. The Company’s most significant customer relationships for the nine months ended October 31, 2025 included two Power Industry Services customers, which accounted for 27% and 18% of consolidated revenues. The Company’s most significant customer relationships for the nine months ended October 31, 2024 included two Power Industry Services customers, which accounted for 28% and 12% of consolidated revenues.

The accounts receivable balances from four major customers represented 26%, 18%, 14%, and 13% of the corresponding consolidated balance as of October 31, 2025. The accounts receivable balances from four major customers represented 22%, 16%, 13%, and 10% of the corresponding consolidated balance as of January 31, 2025.

The contract asset balances attributable to two major customers represented 20% and 18% of the corresponding consolidated balance as of October 31, 2025, and the contract asset balances attributable to four major customers represented 26%, 15%, 15% and 13% of the corresponding consolidated balance as of January 31, 2025.

NOTE 15 – SEGMENT REPORTING

Segments represent components of an enterprise for which discrete financial information is available that is evaluated regularly by the Company’s chief executive officer, who is the Company’s chief operating decision maker (the “CODM”), in determining how to allocate resources and in assessing performance. The CODM uses income before income taxes to assess the performance of the Company’s business segments and to make determinations on the allocation of resources. The Company’s reportable segments recognize revenues and incur expenses, and they are organized in separate business units with different management teams, customers, talents, and services. The Company’s reportable segments may include more than one operating segment.

Intersegment revenues and the related cost of revenues are netted against the corresponding amounts of the segment receiving the intersegment services. For the three and nine months ended October 31, 2025, intersegment revenues were $0.7 million and $2.7 million, respectively. For the three and nine months ended October 31, 2024, intersegment revenues were $3.5 million and $4.8 million, respectively. Intersegment revenues for the aforementioned periods primarily reflected services provided by the Industrial Construction Services segment to the Power Industry Services segment and in the current period also included services provided by the Telecommunication Infrastructure Services segment to the Industrial Construction Services segment. Pricing for these services was based on amounts negotiated between the parties.

Summarized below are certain operating results and financial position data of the Company’s reportable segments for the three and nine months ended October 31, 2025 and 2024. Selling, general and administrative expenses include compensation and benefits expenses, professional fees, information technology expenses, insurance premiums, rent expense, business development expenses, amortization and depreciation, incurred directly by each segment. Other income, net, primarily includes earnings on invested funds. The “Other” column in each summary includes the Company’s corporate expenses.

15

Three Months Ended

Power

Industrial

Telecom

October 31, 2025

    

Services

    

Services

    

Services

    

Other

    

Totals

Revenues

$

195,507

$

49,361

$

6,285

$

$

251,153

Cost of revenues

 

156,748

 

42,505

 

4,951

 

 

204,204

Gross profit

 

38,759

 

6,856

 

1,334

 

 

46,949

Selling, general and administrative expenses

8,096

1,832

925

3,463

14,316

Income (loss) from operations

30,663

5,024

409

(3,463)

32,633

Other income, net

 

5,901

 

 

11

 

1,149

 

7,061

Income (loss) before income taxes

$

36,564

$

5,024

$

420

$

(2,314)

 

39,694

Provision for income taxes

 

8,957

Net income

$

30,737

Amortization of intangibles

$

$

98

$

$

$

98

Depreciation

267

145

90

3

505

Property, plant and equipment additions

371

133

79

583

Current assets

$

729,492

$

79,327

$

6,531

$

181,821

$

997,171

Current liabilities

564,192

48,596

5,252

1,820

619,860

Goodwill

18,476

9,467

90

28,033

Total assets

763,310

95,448

9,564

182,547

1,050,869

Three Months Ended

Power

Industrial

Telecom

October 31, 2024

    

Services

    

Services

    

Services

    

Other

    

Totals

Revenues

$

212,096

$

41,337

$

3,575

$

$

257,008

Cost of revenues

 

173,283

 

36,757

 

2,641

 

 

212,681

Gross profit

 

38,813

 

4,580

 

934

 

 

44,327

Selling, general and administrative expenses

 

8,466

1,848

705

2,976

 

13,995

Income (loss) from operations

30,347

2,732

229

(2,976)

30,332

Other income (loss), net

 

5,618

 

1

 

(1)

 

1,028

 

6,646

Income (loss) before income taxes

$

35,965

$

2,733

$

228

$

(1,948)

 

36,978

Provision for income taxes

 

8,968

Net income

$

28,010

Amortization of intangibles

$

$

98

$

$

$

98

Depreciation

158

166

109

433

Property, plant and equipment additions

2,304

236

5

2

2,547

Current assets

$

542,558

$

50,294

$

4,236

$

120,053

$

717,141

Current liabilities

411,735

20,663

2,131

1,635

436,164

Goodwill

18,476

9,467

90

28,033

Total assets

572,828

67,172

6,673

122,191

768,864

16

Nine Months Ended

Power

Industrial

Telecom

October 31, 2025

    

Services

    

Services

    

Services

    

Other

    

Totals

Revenues

$

552,811

$

114,610

$

15,135

$

$

682,556

Cost of revenues

 

442,504

 

100,080

 

11,893

 

 

554,477

Gross profit

 

110,307

 

14,530

 

3,242

 

 

128,079

Selling, general and administrative expenses

 

22,626

5,282

2,756

10,385

41,049

Income (loss) from operations

87,681

9,248

486

(10,385)

87,030

Other income, net

 

14,695

 

1

 

54

 

3,336

 

18,086

Income (loss) before income taxes

$

102,376

$

9,249

$

540

$

(7,049)

 

105,116

Provision for income taxes

 

16,554

Net income

$

88,562

Amortization of intangibles

$

$

294

$

$

$

294

Depreciation

650

468

278

15

1,411

Property, plant and equipment additions

1,500

898

185

89

2,672

Nine Months Ended

Power

Industrial

Telecom

October 31, 2024

    

Services

    

Services

    

Services

    

Other

    

Totals

Revenues

$

496,122

$

134,678

$

10,905

$

$

641,705

Cost of revenues

 

422,508

 

117,836

 

7,985

 

 

548,329

Gross profit

 

73,614

 

16,842

 

2,920

 

 

93,376

Selling, general and administrative expenses

 

21,786

5,686

1,984

8,392

37,848

Income (loss) from operations

51,828

11,156

936

(8,392)

55,528

Other income, net

 

14,386

 

2

 

2

 

2,654

 

17,044

Income (loss) before income taxes

$

66,214

$

11,158

$

938

$

(5,738)

 

72,572

Provision for income taxes

 

18,482

Net income

$

54,090

Amortization of intangibles

$

$

293

$

$

$

293

Depreciation

443

621

310

2

1,376

Property, plant and equipment additions

4,523

509

184

2

5,218

17

NOTE 16 — SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Other current assets consisted of the following as of October 31, 2025 and January 31, 2025:

    

October 31, 

January 31, 

2025

    

2025

Income tax refunds receivable and prepaid income taxes

$

38,780

$

30,881

Prepaid expenses

 

6,311

 

5,751

Raw materials inventory

6,759

320

Note receivable

4,608

 

5,023

Other

5,109

9,950

Total other current assets

$

61,567

$

51,925

Accrued expenses consisted of the following as of October 31, 2025 and January 31, 2025:

    

October 31, 

January 31, 

2025

    

2025

Accrued project costs

$

28,954

$

31,620

Accrued compensation

28,045

29,772

Lease liabilities

2,626

2,710

Other

7,519

19,217

Total accrued expenses

$

67,144

$

83,319

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the financial position of Argan, Inc. and its subsidiaries as of October 31, 2025, and the results of their operations for the three and nine month periods ended October 31, 2025 and 2024, and should be read in conjunction with (i) the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (ii) the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for Fiscal 2025 that was filed with the SEC on March 27, 2025 (the “Annual Report”).

Cautionary Statement Regarding Forward Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. We have made statements in this Item 2 and elsewhere in this Quarterly Report on Form 10-Q that may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements.

Our forward-looking statements, financial position and results of operations, are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for existing operations that do not include the potential impacts of any future acquisitions.

Our forward-looking statements, by their nature, involve significant risks and uncertainties (some of which are beyond our control) and assumptions. They are subject to change based upon various factors including, but not limited to, the risks and uncertainties described in this Quarterly Report on Form 10-Q and our Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, actual results may vary in material respects from those projected in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Business Description

The Company is primarily an engineering and construction firm that conducts operations through its wholly-owned subsidiaries across three distinct reportable business segments.

18

Power Industry Services: This segment provides a full range of engineering, procurement, construction, commissioning, maintenance, project development and technical consulting services to the power generation market. The customers include primarily independent power producers, public utilities, power plant equipment suppliers and other commercial firms with significant power requirements. Customer projects are located in the U.S., Ireland and the U.K.

Industrial Construction Services: This segment primarily provides field services that support new plant construction and additions, maintenance turnarounds, shutdowns and emergency mobilizations for industrial plants primarily located in the Southeast region of the U.S. and that may include the fabrication, delivery and installation of steel components such as piping systems and pressure vessels.

Telecommunications Infrastructure Services: This segment provides telecommunications project management, construction, installation, maintenance, repair and response services to commercial, local government and federal government customers primarily in the Mid-Atlantic region of the U.S.

We may make opportunistic acquisitions and/or investments by identifying companies with significant potential for profitable growth and realizable synergies with one or more of our existing businesses. As a result, we may have more than one industrial focus depending on the opportunities and/or needs of our customers. Acquired companies will be operated in a manner that we believe will best provide long-term and enduring value for our stockholders.

Market Outlook

Most of our consolidated revenues relate to performance in the U.S. by the Power Industry Services segment, which provides EPC services to design, build, and commission large-scale energy projects. In the U.S., electricity demand has reached its highest level in two decades, driven by the build-out of data centers supporting artificial intelligence technologies, the adoption of electric vehicles, and the reshoring of manufacturing activities. Keeping up with growing energy demand is further challenged by the aging fleet of traditional power facilities that are at or nearing the end of their operational lives. Throughout the U.S., the risk of electricity shortages is rising as the retirement of traditional power plants outpaces their replacements. While renewable energy sources like solar and wind are increasingly prevalent, they often cannot provide the same level of consistent, around-the-clock power generation as the retiring thermal plants. Natural gas-fired power plants are expected to remain a key component of future capacity additions due to their cost-effectiveness, reliability, and ability to support intermittent energy sources.

Utility-scale solar, wind, and battery storage projects continue to expand their prevalence, supported by declining capital costs, improved energy storage systems that enhance grid reliability, and supportive tax and policy incentives. Despite their increasing cost competitiveness and their rapid deployment over the past several years, the long-term trajectory of renewables may be influenced by shifts in energy policy, evolving regulatory frameworks, and grid integration challenges.

Recent changes in U.S. trade policy, including the implementation of new or increased tariffs, have introduced cost and supply chain uncertainties affecting certain construction materials and equipment. Tariffs on imported materials, including steel and aluminum, could significantly impact the cost of building power plants. Tariff measures may also cause import delays, increasing lead times necessary for materials to arrive at our construction sites. The resulting rise in material costs and delivery delays could lead to higher overall project costs and changes to project timelines. As the current U.S. administration’s approach to tariffs remains fluid, the full extent of these effects remains uncertain. We continue to monitor developments closely, as prolonged or expanded trade restrictions could negatively affect project costs, timing, and customer demand.

On July 4, 2025, the OBBBA was enacted into law. The legislation includes several changes to U.S. federal income tax law that generally allow for more favorable deductibility of certain business expenses beginning in calendar year 2025, including the restoration of immediate expensing for domestic research and development expenditures and the reinstatement of 100% bonus depreciation for qualified property. The OBBBA also includes certain modifications to the U.S. taxation of foreign activity, including changes to rules governing foreign tax credits, GILTI, FDII, and BEAT, among other changes. Most of these modifications to the U.S. taxation of foreign activity are generally effective for tax years beginning after December 31, 2025. Certain benefits from the OBBBA, such as deducting previously capitalized domestic research and development expenditures, are included in the provision for income taxes for the three and nine months ended October 31, 2025. We are currently evaluating the impact on future periods. We do not expect the impact of the OBBBA to be material.

19

Project Backlog

As of October 31, 2025 and January 31, 2025, our consolidated project backlog amounts of $3.0 billion and $1.4 billion, respectively, consisted substantially of projects within our Power Industry Services reporting segment.

The amount of our project backlog reported at a point in time represents the expected revenue from the remaining work on projects where the scope is sufficiently defined and the contract value can be reasonably estimated. While the inclusion of contract values in project backlog involves management judgment based on the facts and circumstances, we typically include the value of the contract in project backlog upon receiving a notice to proceed from the project owner. In making the determination of project backlog, management may consider several factors, including terms of the contract, the degree of project financing and permitting, and historical experience with similar contracts. The start of new projects is primarily controlled by project owners and delays may occur that are beyond our control.

We are committed to the construction of state-of-the-art, natural gas-fired power plants, as important elements of our country’s electricity-generation mix now and in the future. We target natural gas-fired power plants, renewable energy plants, energy storage, and industrial construction opportunities in the U.S., Ireland and the U.K. Our vision is to safely contribute to the construction of the energy infrastructure and state-of-the-art industrial facilities that are essential to future economic prosperity in the areas where we operate. We intend to realize this vision with motivated, creative, high-energy and customer-driven teams that are committed to delivering the best possible project results each and every time.

860 MW Thermal Project

In October 2025, we entered into an EPC services contract and received the corresponding full notice to proceed (“FNTP”) for the construction of an approximately 860 MW natural gas-fired power plant located in the ERCOT market. Construction is expected to begin during the fourth quarter of Fiscal 2026, with an expected project completion date in calendar year 2028.

1.4 GW Thermal Project

In October 2025, we received FNTP on an EPC services contract for a 1.4 GW combined-cycle natural gas-fired power plant in Ward County, Texas. Construction is expected to begin during the fourth quarter of Fiscal 2026, with an expected project completion date in calendar year 2029.

170 MW Thermal Project

In July 2025, we entered into an EPC services contract for the development of a power plant with a planned electricity generation capacity of approximately 170 MW. The facility will be built in County Meath, Ireland. Project activity commenced in the third quarter of Fiscal 2026. The project has an expected project completion date in calendar year 2028.

Sandow Lakes Power Station

In April 2025, we received a notice to proceed on an EPC services contract to build a 1.2 GW combined-cycle natural gas-fired power plant in Lee County, Texas. Project activity commenced in the second quarter of Fiscal 2026. The project has an expected completion date in calendar year 2028.

Tarbert Next Generation Power Station

In January 2025, we entered into an EPC services contract to build an approximately 300 MW biofuel power plant located in County Kerry, Ireland. The Tarbert Next Generation Power Station will run on 100% sustainable biofuels, specifically hydrotreated vegetable oil. Project activity commenced in the first quarter of Fiscal 2026. The project has an expected completion date towards the end of calendar year 2027.

700 MW Combined-Cycle Project

In December 2024, we entered into an EPC services contract and received the corresponding FNTP to build an approximately 700 MW combined-cycle natural gas-fired power plant located in the U.S. Project activity commenced in the fourth quarter of Fiscal 2025. Project completion is scheduled for the fiscal year ending January 31, 2028.

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Louisiana LNG Facility

In June 2024, we entered into a subcontract and received FNTP for the installation of five 90 MW gas turbines for the dedicated supply of power to a liquified natural gas (“LNG”) facility in Louisiana. This project, led by our Power Industry Services segment, was a collaboration with our Industrial Construction Services segment. The project was completed during the first half of Fiscal 2026.

405 MW Midwest Solar Project

In August 2024, we received FNTP on an EPC services contract to construct a utility-scale solar field in Illinois with the capacity to provide 405 MW of electrical power. Project completion is scheduled for the first half of Fiscal 2027.

Midwest Solar and Battery Projects

Between January and early May 2024, we received FNTPs for three state-of-the-art solar energy and battery energy storage facilities in Illinois. The three projects will cumulatively represent 160 MW of electrical power and 22 MW of energy storage. Two of these projects were completed in the fourth quarter of Fiscal 2025. Completion of the final project, which has experienced certain regulatory delays, is expected to occur within the first half of Fiscal 2027.

Trumbull Energy Center

In November 2022, we received FNTP related to an EPC services contract for the construction of a 950 MW combined-cycle natural gas-fired power plant in Lordstown, Ohio. Project completion is scheduled for the first quarter of Fiscal 2027.

Industrial Construction Services Project Backlog

As of October 31, 2025, the Industrial Construction Services segment’s project backlog was approximately $158.8 million as compared to $53.2 million on January 31, 2025. During the nine months ended October 31, 2025, the Industrial Construction Services segment added contracts to its project backlog related to an automotive plant, a data center, an aluminum rolling and recycling facility and water treatment plant, and facilities related to certain other industries.

21

Comparison of the Results of Operations for the Three Months Ended October 31, 2025 and 2024

The following schedule compares our operating results for the three months ended October 31, 2025 and 2024 (dollars in thousands):

Three Months Ended October 31, 

    

2025

    

2024

    

$ Change

    

% Change

REVENUES

 

  

 

  

 

  

 

  

Power Industry Services

$

195,507

$

212,096

$

(16,589)

 

(7.8)

%

Industrial Construction Services

 

49,361

 

41,337

 

8,024

 

19.4

Telecommunications Infrastructure Services

 

6,285

 

3,575

 

2,710

 

75.8

Revenues

 

251,153

 

257,008

 

(5,855)

 

(2.3)

COST OF REVENUES

 

  

 

  

 

  

 

  

Power Industry Services

 

156,748

 

173,283

 

(16,535)

 

(9.5)

Industrial Construction Services

 

42,505

 

36,757

 

5,748

 

15.6

Telecommunications Infrastructure Services

 

4,951

 

2,641

 

2,310

 

87.5

Cost of revenues

 

204,204

 

212,681

 

(8,477)

 

(4.0)

GROSS PROFIT

 

46,949

 

44,327

 

2,622

 

5.9

Selling, general and administrative expenses

 

14,316

 

13,995

 

321

 

2.3

INCOME FROM OPERATIONS

 

32,633

 

30,332

 

2,301

 

7.6

Other income, net

 

7,061

 

6,646

 

415

 

6.2

INCOME BEFORE INCOME TAXES

 

39,694

 

36,978

 

2,716

 

7.3

Provision for income taxes

 

8,957

 

8,968

 

(11)

 

(0.1)

NET INCOME

$

30,737

$

28,010

$

2,727

9.7

%

DILUTED EARNINGS PER SHARE

$

2.17

$

2.00

$

0.17

8.5

%

Revenues

Power Industry Services

The revenues of the Power Industry Services business decreased by 7.8%, or $16.6 million, to $195.5 million for the three months ended October 31, 2025 compared with revenues of $212.1 million for the three months ended October 31, 2024 as the quarterly construction activities decreased for the Trumbull Energy Center and the Midwest Solar and Battery Projects, and as activities had concluded prior to the current quarter for the Louisiana LNG Facility. The decrease in revenues between quarters was partially offset by increased construction activities associated with the 405 MW Midwest Solar Project and the 700 MW Combined-Cycle Project. The revenues of this business segment represented approximately 77.8% of consolidated revenues for the quarter ended October 31, 2025 and 82.5% of consolidated revenues for the corresponding prior year quarter.

The primary drivers for this segment’s revenues for the three months ended October 31, 2024, were the construction of the Midwest Solar and Battery Projects, the Trumbull Energy Center, the 405 MW Midwest Solar Project and the Louisiana LNG Facility.

Industrial Construction Services

The revenues of Industrial Construction Services increased by $8.1 million, or 19.4%, to $49.4 million for the three months ended October 31, 2025 compared to revenues of $41.3 million for the three months ended October 31, 2024, as the amounts of field services construction activities and vessel fabrication work increased between periods. For the three months ended October 31, 2025 and 2024, the revenues of this segment represented 19.7% and 16.1% of consolidated revenues for the corresponding periods.

Telecommunications Infrastructure Services

The revenues of Telecommunications Infrastructure Services were $6.3 million for the three months ended October 31, 2025, compared with revenues of $3.6 million for the three months ended October 31, 2024.

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Cost of Revenues

Cost of revenues were $204.2 million and $212.7 million for the three-month periods ended October 31, 2025 and 2024, respectively.

For the three-month period ended October 31, 2025, we reported a consolidated gross profit of approximately $46.9 million, which represented a gross profit percentage of approximately 18.7% of corresponding consolidated revenues. For the three-month period ended October 31, 2024, we reported a consolidated gross profit of approximately $44.3 million, which represented a gross profit percentage of approximately 17.2% of corresponding consolidated revenues. The gross profit percentage increased between periods primarily due to the changing mix of projects and contract types. The gross profit percentages of corresponding revenues for the Power Industry Services, Industrial Construction Services and the Telecommunications Infrastructure Services segments were 19.8%, 13.9% and 21.2%, respectively, for the quarter ended October 31, 2025. The gross profit percentages of corresponding revenues for the Power Industry Services, Industrial Construction Services and the Telecommunications Infrastructure Services segments were 18.3%, 11.1% and 26.1%, respectively, for the quarter ended October 31, 2024.

Selling, General and Administrative Expenses

These costs were $14.3 million and $14.0 million for the three months ended October 31, 2025 and 2024, respectively, and represented 5.7% and 5.4% of corresponding consolidated revenues, respectively.

Other Income, Net

For the three months ended October 31, 2025 and 2024, the net amounts of other income were $7.1 million and $6.6 million, respectively, which primarily reflected income earned during the periods on investments, cash and cash equivalent balances.

Provision for Income Taxes

We recorded income tax expense for the three months ended October 31, 2025 in the net amount of approximately $9.0 million. Our effective income tax rate for the three months ended October 31, 2025 was 22.6%. This effective tax rate differed from the statutory federal tax rate of 21% due primarily to the typically unfavorable estimated effects of state income taxes, partially offset by the favorable tax benefit resulting from stock option exercises during the period.

We recorded income tax expense for the three months ended October 31, 2024 in the net amount of approximately $9.0 million. Our effective income tax rate for the three months ended October 31, 2024 was 24.3%. This effective tax rate differed from the statutory federal tax rate of 21% due primarily to the typically unfavorable estimated effects of state income taxes and permanent differences.

23

Comparison of the Results of Operations for the Nine Months Ended October 31, 2025 and 2024

The following schedule compares our operating results for the nine months ended October 31, 2025 and 2024 (dollars in thousands):

Nine Months Ended October 31, 

    

2025

    

2024

    

$ Change

    

% Change

REVENUES

 

  

 

  

 

  

 

  

Power Industry Services

$

552,811

$

496,122

$

56,689

 

11.4

%

Industrial Construction Services

 

114,610

 

134,678

 

(20,068)

 

(14.9)

Telecommunications Infrastructure Services

 

15,135

 

10,905

 

4,230

 

38.8

Revenues

 

682,556

 

641,705

 

40,851

 

6.4

COST OF REVENUES

 

  

 

  

 

  

 

  

Power Industry Services

 

442,504

 

422,508

 

19,996

 

4.7

Industrial Construction Services

 

100,080

 

117,836

 

(17,756)

 

(15.1)

Telecommunications Infrastructure Services

 

11,893

 

7,985

 

3,908

 

48.9

Cost of revenues

 

554,477

 

548,329

 

6,148

 

1.1

GROSS PROFIT

 

128,079

 

93,376

 

34,703

 

37.2

Selling, general and administrative expenses

 

41,049

 

37,848

 

3,201

 

8.5

INCOME FROM OPERATIONS

 

87,030

 

55,528

 

31,502

 

56.7

Other income, net

 

18,086

 

17,044

 

1,042

 

6.1

INCOME BEFORE INCOME TAXES

 

105,116

 

72,572

 

32,544

 

44.8

Provision for income taxes

 

16,554

 

18,482

 

(1,928)

 

(10.4)

NET INCOME

$

88,562

$

54,090

$

34,472

 

63.7

%

DILUTED EARNINGS PER SHARE

$

6.27

$

3.91

$

2.36

60.4

%

Revenues

Power Industry Services

The revenues of the Power Industry Services segment increased by 11.4%, or $56.7 million, to $552.8 million for the nine months ended October 31, 2025 compared with revenues of $496.1 million for the nine months ended October 31, 2024 as the construction activities increased for the 405 MW Midwest Solar Project and the 700 MW Combined-Cycle Project. The increase in revenues between periods was partially offset by decreased construction activities associated with the Midwest Solar and Battery Projects, the Trumbull Energy Center, the Shannonbridge Power Project, the ESB FlexGen Peaker Plants, and the Louisiana LNG Facility, as those projects are in their later stages or have fully concluded. The revenues of this business segment represented approximately 81.0% of consolidated revenues for the nine months ended October 31, 2025 and 77.3% of consolidated revenues for the nine months ended October 31, 2024.

The primary driver for this segment’s revenues for the nine months ended October 31, 2024, were the construction activities of the Midwest Solar and Battery Projects, the Trumbull Energy Center, the 405 MW Midwest Solar Project, and the Louisiana LNG Facility.

Industrial Construction Services

The revenues of our Industrial Construction Services segment decreased by $20.1 million, or 14.9%, to $114.6 million for the nine months ended October 31, 2025 compared to revenues of $134.7 million for the nine months ended October 31, 2024 as the amounts of field services and vessel fabrication work decreased meaningfully between periods. For the nine months ended October 31, 2025 and 2024, the revenues of this segment represented 16.8% and 21.0% of consolidated revenues for the corresponding periods.

Telecommunications Infrastructure Services

The revenue results of this business segment were $15.1 million for the nine-month period ended October 31, 2025, an increase of $4.2 million, or 38.8%, from the amount of revenues earned during the nine months ended October 31, 2024.

24

Cost of Revenues

With the increase in consolidated revenues for the nine months ended October 31, 2025 compared with the nine months ended October 31, 2024, the consolidated cost of revenues also increased between the periods. These costs were $554.5 million and $548.3 million for the nine-month periods ended October 31, 2025 and 2024, respectively.

For the nine-month period ended October 31, 2025, we reported a consolidated gross profit of approximately $128.1 million, which represented a gross profit percentage of approximately 18.8% of corresponding consolidated revenues. For the nine-month period ended October 31, 2024, we reported a consolidated gross profit of approximately $93.4 million, which represented a gross profit percentage of approximately 14.6% of corresponding consolidated revenues. The consolidated gross profit percentage increased between periods primarily due to the changing mix of projects and contract types. The gross profit percentages of corresponding revenues for the Power Industry Services, Industrial Construction Services and the Telecommunications Infrastructure Services segments were 20.0%, 12.7% and 21.4%, respectively, for the nine months ended October 31, 2025. The gross profit percentages of corresponding revenues for the Power Industry Services, Industrial Construction Services and the Telecommunications Infrastructure Services segments were 14.8%, 12.5% and 26.8%, respectively, for the nine months ended October 31, 2024.

Selling, General and Administrative Expenses

These costs were $41.0 million and $37.8 million for the nine months ended October 31, 2025 and 2024, respectively, and represented 6.0% and 5.9% of corresponding consolidated revenues, respectively.

Other Income, Net

Other income, net, for the nine months ended October 31, 2025 and 2024 was $18.1 million and $17.0 million, respectively, which primarily reflected income earned during the period on investments, cash and cash equivalent balances.

Provision for Income Taxes

We recorded income tax expense for the nine months ended October 31, 2025 in the amount of approximately $16.6 million, which represents an effective income tax rate of 15.7%. This effective tax rate differed from the statutory federal tax rate of 21% due primarily to the favorable tax benefit resulting from stock option exercises during the period, partially offset by the typically unfavorable estimated effects of state income taxes.

For the nine months ended October 31, 2024, we reported income tax expense in the amount of approximately $18.5 million, which represented an effective tax rate of 25.5% for the period. This effective tax rate differed from the statutory federal tax rate of 21% due primarily to the typically unfavorable estimated effects of state income taxes.

Liquidity and Capital Resources as of October 31, 2025

As of October 31, 2025 and January 31, 2025, our balances of cash and cash equivalents were $306.3 million and $145.3 million, respectively, which represented an increase of $161.0 million during the current fiscal year.

The net amount of cash provided by operating activities for the nine months ended October 31, 2025 was $242.4 million. Our net income for the nine months ended October 31, 2025, adjusted favorably by the net amount of non-cash income and expense items, represented a source of cash in the total amount of $103.9 million. The increase in contract liabilities of $152.7 million and the decrease in accounts receivable in the amount of $5.5 million represented sources of cash during the period. The increase of contract assets of $10.0 million and the increase of other assets of $9.6 million represented uses of cash during the period. The decrease in the combined level of accounts payable and accrued expenses in the amount of $0.1 million represented a use of cash during the period as well.

During the nine months ended October 31, 2025, our primary source of cash from investing activities was the net maturities of CDs issued by the Bank, in the amount of $35.0 million. We used $72.2 million, net of maturities, to invest in AFS securities consisting of U.S. Treasury notes. We also used $11.5 million to fund our remaining capital contribution obligation to a solar energy project and $2.7 million for purchases of property, plant, and equipment.

For the nine months ended October 31, 2025, we used $32.5 million in cash for financing activities, including $7.0 million used to repurchase shares of common stock pursuant to our share purchase program and $17.3 million used for the payment of regular cash dividends. We also used $8.1 million for share-based award settlements, which represented payments for

25

withholding taxes reimbursed by shares of common stock, net of proceeds received from stock option exercises. As of October 31, 2025, there were no restrictions with respect to intercompany payments between the holding company and all subsidiaries.

As of October 31, 2025, certain amounts of our cash equivalents were invested in money market funds with assets invested in cash, U.S. Treasury obligations, other obligations issued by U.S. Government agencies and sponsored enterprises, and repurchase agreements secured by such obligations. Most of our operating bank account balances are maintained with the Bank. We do maintain certain Euro-based bank accounts in Ireland and certain pound sterling-based bank accounts in the U.K. in support of our overseas operations.

In order to monitor the actual and necessary levels of liquidity for our business, we focus on net liquidity, or working capital, in addition to our cash balances. During the nine months ended October 31, 2025, our net liquidity increased by $75.9 million to $377.3 million from $301.4 million as of January 31, 2025, due primarily to our net income, partially offset by the payment of cash dividends, common stock repurchases, and net cash paid for withholding taxes due to stock-based award net settlements. As we have no debt service, as our fixed asset acquisitions in a reporting period are typically low, and as our net liquidity includes our short-term investments and AFS investments, our levels of working capital are not subjected to the volatility that affects our levels of cash and cash equivalents.

We believe that cash on hand, our cash equivalents, cash that will be provided from the maturities of short-term investments and other debt securities and cash generated from our future operations, with or without funds available under our Credit Agreement, will be adequate to meet our general business needs in the foreseeable future. In general, we maintain significant liquid capital in our consolidated balance sheet to ensure the maintenance of our bonding capacity and to provide parent company performance guarantees for EPC and other construction projects.

However, any significant future acquisition, investment, or other unplanned cost or cash requirement may require us to raise additional funds through the issuance of debt and/or equity securities. There can be no assurance that such financing will be available on terms acceptable to us, or at all.

Financing Arrangements

On May 24, 2024, we executed with the Bank the Credit Agreement with an expiration date of May 31, 2027. The Credit Agreement, which was amended on October 23, 2025, has a base lending commitment amount of $35.0 million and establishes the interest rate for revolving loans at SOFR plus 1.85%. In addition to the base commitment, the credit facility includes an accordion feature that allows for an additional commitment amount of $30.0 million, subject to certain conditions. We may use the borrowing ability to cover other credit instruments issued by the Bank for our use in the ordinary course of business as defined in the Credit Agreement. Further, on May 31, 2024, we entered into a companion facility, in the amount of $25.0 million, pursuant to which an overseas subsidiary of the Company may cause the Bank’s European entity to issue letters of credit on its behalf that are secured by a blanket parent company guarantee issued by Argan to the Bank.

As of October 31, 2025, we did not have any outstanding borrowings under the Credit Agreement. However, the Bank has issued a letter of credit in the total outstanding amount of $0.3 million as of October 31, 2025.

We have pledged the majority of the Company’s assets to secure its financing arrangements. The Bank’s consent is not required for acquisitions, divestitures, cash dividends or significant investments as long as certain conditions are met. The Credit Agreement requires that we comply with certain financial covenants at its fiscal year-end and at each fiscal quarter-end. The Credit Agreement includes other terms, covenants and events of default that are customary for a credit facility of its size and nature, including a requirement to achieve positive adjusted earnings before interest, taxes, depreciation and amortization, as defined, over each rolling twelve-month measurement period. As of October 31, 2025, we were in compliance with the covenants and other requirements of the Credit Agreement.

Performance Bonds and Guarantees

In the normal course of business and for certain major projects, we may be required to obtain surety or performance bonding, to provide parent company guarantees, or to cause the issuance of letters of credit (or some combination thereof) in order to provide performance assurances to clients on behalf of one of our subsidiaries.

26

If our services under a guaranteed project would not be completed or would be determined to have resulted in a material defect or other material deficiency, then we could be responsible for monetary damages or other legal remedies. As is typically required by any surety bond, we would be obligated to reimburse the issuer of any surety bond provided on behalf of a subsidiary for any cash payments made thereunder. The commitments under performance bonds generally end concurrently with the expiration of the related contractual obligation.

As of October 31, 2025, the estimated amount of our unsatisfied bonded performance obligations, covering all of our subsidiaries, was approximately $0.5 billion. In addition, as of October 31, 2025, the outstanding amount of bonds covering other risks, including warranty obligations and contract payment retentions related to completed activities, was $69.5 million.

When sufficient information about claims related to performance on projects would be available and monetary damages or other costs or losses would be determined to be probable, we would record such losses. As our subsidiaries are wholly owned, any actual liability related to contract performance is ordinarily reflected in the financial statement account balances determined pursuant to the Company’s accounting for contracts with customers. Any amounts that we may be required to pay in excess of the estimated costs to complete contracts in progress as of October 31, 2025 are not estimable.

Solar Energy Project Investments

We make investments in limited liability companies that make equity investments in solar energy projects that are eligible to receive energy tax credits, for which we have received substantially all of the income tax benefits associated with those investments. During the nine months ended October 31, 2025, we made $11.5 million of cash contributions to solar tax credit entities. As of October 31, 2025, we had no remaining cash investment commitments related to the solar tax credit entities. It is likely that we will evaluate opportunities to make other alternative energy project investments in the future.

Development Financing

We selectively participate in power plant project development and related financing activities 1) to maintain a proprietary pipeline for future EPC services contract opportunities, 2) to secure exclusive rights to EPC contracts, and 3) to generate profits through interest income and project development success fees.

In Fiscal 2025, we funded a loan to a special purpose entity in the amount of $5.0 million to support the development phase of a natural gas-fired power plant, which remains outstanding as of October 31, 2025. We may enter into other support arrangements in the future in connection with power plant development opportunities when they arise and when we are confident that providing early financial support for the projects will lead to the award of the corresponding EPC contracts to us.

Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

We believe that EBITDA is a meaningful presentation that enables us to assess and compare our operating performance on a consistent basis by removing from our operating results the impacts of our capital structure, the effects of the accounting methods used to compute depreciation and amortization and the effects of operating in different income tax jurisdictions. Further, we believe that EBITDA is widely used by investors and analysts as a measure of performance.

However, as EBITDA is not a measure of performance calculated in accordance with U.S. GAAP, we do not believe that this measure should be considered in isolation from, or as a substitute for, the results of our operations presented in accordance with U.S. GAAP that are included in our consolidated financial statements. In addition, our EBITDA does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs.

27

The following tables present the determinations of EBITDA for the three and nine months ended October 31, 2025 and 2024, respectively (amounts in thousands):

Three Months Ended

October 31, 

    

2025

    

2024

Net income, as reported

$

30,737

$

28,010

Provision for income taxes

 

8,957

 

8,968

Depreciation

 

505

 

433

Amortization of intangible assets

 

98

 

98

EBITDA

$

40,297

$

37,509

    

Nine Months Ended

October 31, 

    

2025

    

2024

Net income, as reported

$

88,562

$

54,090

Provision for income taxes

 

16,554

 

18,482

Depreciation

 

1,411

 

1,376

Amortization of intangible assets

 

294

 

293

EBITDA

$

106,821

$

74,241

Critical Accounting Policies

There have been no material changes in our critical accounting policies and estimates from those disclosed in our Annual Report filed with the SEC on March 27, 2025.

Recently Issued Accounting Pronouncements

See Note 1 to the accompanying condensed consolidated financial statements for discussion on recently issued accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk during the nine months ended October 31, 2025.

For a broader discussion of the Company’s exposure to market risks, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the Annual Report.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of October 31, 2025. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of October 31, 2025, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the SEC, and the material information related to the Company and its consolidated subsidiaries is made known to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure in the reports.

Changes in internal controls over financial reporting. There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the fiscal quarter ended October 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

28

PART II

ITEM 1. LEGAL PROCEEDINGS

See Note 9 to the accompanying condensed consolidated financial statements for discussion of the status of an outstanding legal proceeding as of October 31, 2025. In the normal course of business, we may have pending claims and legal proceedings. It is our opinion, based on information available at this time, that the resolution of any current claim or proceeding will not have a material effect on our condensed consolidated financial statements.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in our Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our board of directors has authorized management to repurchase shares of our common stock in the open market, through investment banking institutions, privately-negotiated transactions, or direct purchases pursuant to a share repurchase program (the “Share Repurchase Plan”). On April 10, 2025, the board of directors increased the total authorization under the Share Repurchase Plan by $25 million, bringing the aggregate authorized amount to $150 million. The timing and amount of any repurchases will depend on market and business conditions, applicable legal and credit requirements, and other corporate considerations. In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, and pursuant to the Share Repurchase Plan, we have permitted, and may in the future permit, the repurchase of our common stock during trading blackout periods by an investment banking firm or other institution acting as our agent under predetermined parameters.

Information related to our share repurchases for the three months ended October 31, 2025 follows:

Approximate Dollar

Total Number of

Value of Shares That May Yet

Shares Purchased as Part

Be Purchased under the

Total Number of

Average Price per

of Publicly Announced

Plans or Programs

Period

    

Shares Repurchased

    

Share Paid

    

Plans or Programs

    

(Dollars in Thousands)

August 1 - 31, 2025

$

$

40,447

September 1 - 30, 2025

4,406

$

230.64

$

40,447

October 1 - 31, 2025

7,147

$

313.33

$

40,447

Total

 

11,553

 

For the month ended September 30, 2025, we accepted 4,406 shares of our common stock at the average price per share of $230.64 for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month. For the month ended October 31, 2025, we accepted 7,147 shares of our common stock at the average price per share of $313.33 for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

During the quarter ended October 31, 2025, no director or officer of the Company (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

29

ITEM 6. EXHIBITS

Exhibit No.

    

Title

3.1

Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on September 4, 2025).

3.2

Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on April 15, 2009).

10.1

First Amendment to Second Amended and Restated Replacement Credit Agreement, dated October 23, 2025, among Argan, Inc. and certain subsidiaries of Argan, Inc., as borrowers, and Bank of America, N.A., as the lender.

10.2

The Nonqualified Deferred Compensation Plan, adopted by Gemma Power Systems, LLC, effective as of September 9, 2025.

31.1

 

Certification of Chief Executive Officer, pursuant to Rule 13a-14(c) under the Securities Exchange Act of 1934.

31.2

 

Certification of Chief Financial Officer, pursuant to Rule 13a-14(c) under the Securities Exchange Act of 1934.

32.1

 

Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350. *

32.2

 

Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350. *

101.INS

 

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

 

Inline XBRL Taxonomy Extension Schema.

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase.

101.LAB

 

Inline XBRL Taxonomy Label Linkbase.

101.PRE

 

Inline XBRL Taxonomy Presentation Linkbase.

101.DEF

 

Inline XBRLTaxonomy Extension Definition Document.

104

Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*The certification is being furnished and shall not be considered filed as part of this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ARGAN, INC.

 

 

December 4, 2025

By:  

/s/ David H. Watson

 

 

David H. Watson

 

 

President and Chief Executive Officer

December 4, 2025

By:  

/s/ Joshua S. Baugher

 

 

Joshua S. Baugher

 

 

Senior Vice President, Chief Financial Officer and

 

 

Treasurer

30

FAQ

How did Argan, Inc. (AGX) perform financially in the quarter ended October 31, 2025?

For the three months ended October 31, 2025, Argan, Inc. generated revenues of $251.2 million versus $257.0 million a year earlier. Net income increased to $30.7 million from $28.0 million, and diluted EPS rose to $2.17 from $2.00, reflecting improved margins despite slightly lower revenue.

What were Argan, Inc. (AGX)'s results for the first nine months of the fiscal year?

For the nine months ended October 31, 2025, Argan reported $682.6 million in revenues, up from $641.7 million in the prior‑year period. Net income increased to $88.6 million from $54.1 million, and diluted EPS improved to $6.27 from $3.91, driven by higher gross profit and strong other income.

What is Argan, Inc. (AGX)'s project backlog and remaining performance obligations?

As of October 31, 2025, Argan reported remaining unsatisfied performance obligations of $3.0 billion, largely in its Power Industry Services segment. The Industrial Construction Services segment’s project backlog was about $158.8 million, compared with $53.2 million at January 31, 2025.

How strong is Argan, Inc. (AGX)'s balance sheet and liquidity position?

At October 31, 2025, Argan held $306.3 million in cash and cash equivalents and $420.5 million in investments, with total assets of $1.05 billion. The company had no borrowings under its $35.0 million revolving credit facility and reported total stockholders’ equity of $419.7 million.

What dividends and share repurchases did Argan, Inc. (AGX) make in 2025?

In September 2025, Argan’s board increased the quarterly cash dividend by 33% from $0.375 to $0.50 per share. During the nine months ended October 31, 2025, the company paid total cash dividends of $17.3 million and repurchased 56,117 shares for about $7.0 million, at an average price of $125.60 per share.

Are there any notable legal or tax matters affecting Argan, Inc. (AGX)?

Argan disclosed a dispute involving a U.K. project where the project owner drew $9.6 million on a performance bond that the company believes should be refunded; this amount is included in accounts receivable. The company also is contesting the IRS’s disallowance of $5.8 million of research and development tax credits for prior years and has filed a claim under a related tax liability insurance policy.

Argan Inc

NYSE:AGX

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Engineering & Construction
Construction - Special Trade Contractors
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United States
ARLINGTON