What role does earnings per share play in this AGX equity award?

Earnings per share is the central measure for this award. The vesting depends on the sum of EPS for fiscal years ending January 31, 2027, 2028 and 2029 versus target compounded EPS growth based on the sum of EPS for fiscal years ended January 31, 2024, 2025 and 2026, setting the final payout level.

Argan (NYSE: AGX) director awarded 3,339 EPS-linked performance RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ARGAN INC director William F. Griffin Jr, non-executive chairman of Gemma, received a grant of 3,339 Earnings Per Share Performance-Based Restricted Stock Units on April 8, 2026. These units convert into common stock only if multi-year earnings targets are met.

The vesting depends on the sum of earnings per share for fiscal years ending January 31, 2027, 2028 and 2029, compared with target compounded EPS growth based on fiscal years ended January 31, 2024, 2025 and 2026. The eventual payout can range from 0% to 200% of the 3,339-unit target, aligning compensation with long-term EPS performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Griffin William F Jr

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Earnings Per Share Performance-Based Restricted Stock Units	3,339	$0.00	--

Holdings After Transaction: Earnings Per Share Performance-Based Restricted Stock Units — 3,339 shares (Direct)

Footnotes (1)

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Key Figures

EPSRSU target grant: 3,339 units Payout range: 0%–200% Performance years: FY ending Jan 31, 2027–2029 +2 more

5 metrics

EPSRSU target grant 3,339 units Earnings Per Share Performance-Based Restricted Stock Units granted April 8, 2026

Payout range 0%–200% Pay-out ratio of target 3,339 units based on EPS ranking

Performance years FY ending Jan 31, 2027–2029 EPS sum over these three fiscal years determines vesting outcome

Baseline EPS years FY ended Jan 31, 2024–2026 Used to set target compounded EPS growth for award

Total derivative holdings after grant 3,339 units Total Earnings Per Share Performance-Based RSUs following this transaction

Key Terms

Earnings Per Share Performance-Based Restricted Stock Units, Earnings Per Share ("EPS"), target compounded growth EPS amounts, pay-out ratio, +1 more

5 terms

target compounded growth EPS amounts financial

"compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2024, 2025 and 2026"

pay-out ratio financial

"The pay-out ratio of the target number of 3,339 shares, ranging from 0% to 200%"

three-year performance period financial

"will depend on the degree of achievement of the EPS ranking at the end of the three-year performance period"

Form 4 Insider Transactions: What Each Field Means →

04/10/2026 - 04:30 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Griffin William F Jr

(Last)

(First)

(Middle)

C/O GEMMA POWER SYSTEMS, 769 HEBRON AVEN

(Street)

GLASTONBURY

CONNECTICUT

06033

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ARGAN INC [ AGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			GEMMA, NON-EXECUTIVE CHAIRMAN

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Earnings Per Share Performance-Based Restricted Stock Units	$0	04/08/2026		A		3,339		⁽¹⁾	⁽¹⁾	Common Stock	3,339	$0	3,339	D

Explanation of Responses:

1. On April 8, 2026, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 3,339 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2027, 2028 and 2029 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2024, 2025 and 2026. The pay-out ratio of the target number of 3,339 shares, ranging from 0% to 200%, will depend on the degree of achievement of the EPS ranking at the end of the three-year performance period.

	/s/ William F. Griffin, Jr.	04/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ARGAN INC (AGX) report for William F. Griffin Jr?

ARGAN INC reported a grant of 3,339 Earnings Per Share Performance-Based Restricted Stock Units to director William F. Griffin Jr. These units are a form of equity compensation that may convert into common shares if specified multi-year earnings per share targets are achieved.

How many performance-based restricted stock units did AGX grant in this Form 4?

The Form 4 shows a target grant of 3,339 Earnings Per Share Performance-Based Restricted Stock Units. All 3,339 units are tied to future performance, meaning the final number of common shares delivered will depend on ARGAN INC’s earnings per share results over a defined three-year period.

What performance period applies to the AGX EPS-based restricted stock units?

The EPS-based restricted stock units use a performance period covering fiscal years ending January 31, 2027, 2028 and 2029. Their vesting is determined by the sum of earnings per share for these years compared with target compounded EPS growth derived from fiscal years ended January 31, 2024, 2025 and 2026.

How is the payout for ARGAN INC’s EPS performance-based RSUs calculated?

The payout is based on EPS performance ranking after the three-year period, with a pay-out ratio ranging from 0% to 200% of the 3,339 target units. Stronger earnings per share growth versus the target compounded amounts can increase the number of shares ultimately delivered, while weaker results can reduce it.

Does the AGX Form 4 reflect an open-market buy or sell of common stock?

No, this Form 4 reflects a compensation-related grant of performance-based restricted stock units, not an open-market purchase or sale. The transaction uses code “A” for grant or award, and the reported price per unit is zero, indicating equity-based compensation rather than a market trade.