Argan (AGX) CFO receives new option and performance-based RSU grants

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Argan Inc. Chief Financial Officer Joshua Scott Baugher reported receiving multiple equity awards that increase his potential ownership in the company. On April 8, 2026, he was granted a 10-year option to purchase 208 shares of common stock at an exercise price of $588.28 per share, vesting ratably over three years starting on April 8, 2027.

He was also granted 126 time-based restricted stock units that vest in three equal annual installments beginning April 8, 2027. In addition, he received performance-based restricted stock units targeting 142 shares tied to three-year total shareholder return versus 12 peer companies, and a prior grant of earnings-per-share performance-based units targeting 1,670 shares, both with payout ranges from 0% to 200% of target based on performance over their respective three-year periods.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Baugher Joshua Scott

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Option to Purchase Common Stock	208	$0.00	--
Grant/Award	Time-Based Restricted Stock Units	126	$0.00	--
Grant/Award	Performance-Based Restricted Stock Units	142	$0.00	--
Grant/Award	Earnings Per Share Performance-Based Restricted Stock Units	1,670	$0.00	--

Holdings After Transaction: Option to Purchase Common Stock — 2,708 shares (Direct); Time-Based Restricted Stock Units — 4,710 shares (Direct); Performance-Based Restricted Stock Units — 1,642 shares (Direct); Earnings Per Share Performance-Based Restricted Stock Units — 5,420 shares (Direct)

Footnotes (1)

On April 8, 2026, the Reporting Person was granted a 10-year option to purchase 208 shares of the Issuer's common stock at an exercise price of $588.28 per share. The options will vest ratably over three years on each anniversary of the grant date starting on 4/8/2027. On April 8, 2026, the Reporting Person was granted TRSUs covering 126 shares of common stock. The TRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 4/8/2027. On April 8, 2026, the Reporting Person was granted Performance-Based Restricted Stock Units ("PRSUs") in the target number of 142 shares, the vesting of which is subject to the rank of the Total Stock Return ("TSR") of the Issuer's common stock over a three-year period, as determined by the Issuer's Board of Directors, to the comparable TSRs of 12 peer public companies to be disclosed in the Issuer's 2026 Proxy Statement. Each PRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the target number of 142 shares, ranging from 0% to 200%, will depend on the degree of achievement of the TSR ranking. The determination of the number of shares of common stock to be issued shall occur at the end of the three-year performance period. On April 8, 2025, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 1,670 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 1,670 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.

Key Figures

Stock option grant: 208 shares at $588.28 Time-based RSUs: 126 shares TSR performance RSUs target: 142 shares, 0%-200% payout +2 more

5 metrics

Stock option grant 208 shares at $588.28 10-year option granted April 8, 2026, vests over three years

Time-based RSUs 126 shares TRSUs vest in three equal annual installments from April 8, 2027

TSR performance RSUs target 142 shares, 0%-200% payout Three-year total stock return vs 12 peer companies

EPS performance RSUs target 1,670 shares, 0%-200% payout Three-year EPS sum vs targets for fiscal years ending Jan 31, 2027-2029

Option expiration April 8, 2036 10-year option to purchase common stock

Key Terms

Time-Based Restricted Stock Units, Performance-Based Restricted Stock Units, Total Stock Return ("TSR"), Earnings Per Share Performance-Based Restricted Stock Units, +1 more

5 terms

Time-Based Restricted Stock Units financial

"On April 8, 2026, the Reporting Person was granted TRSUs covering 126 shares"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

Performance-Based Restricted Stock Units financial

"granted Performance-Based Restricted Stock Units ("PRSUs") in the target number of 142 shares"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

Total Stock Return ("TSR") financial

"subject to the rank of the Total Stock Return ("TSR") of the Issuer's common stock"

payout ratio financial

"The payout ratio of the target number of 142 shares, ranging from 0% to 200%"

The payout ratio measures what portion of a company’s profit is returned to shareholders, usually as cash dividends and sometimes including share buybacks. Investors use it like checking how big a slice of a cake the company gives away versus how much it keeps to fund growth or build a cushion; a very high ratio can signal limited room to sustain payouts, while a very low ratio may mean more reinvestment or potential for higher future payments.

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^*

Baugher Joshua Scott

(Last)

(First)

(Middle)

4075 WILSON BOULEVARD

SUITE 440

(Street)

ARLINGTON

VIRGINIA

22203

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

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)
Option to Purchase Common Stock	$588.28	04/08/2026		A		208⁽¹⁾		04/08/2027	04/08/2036	Common Stock	208	$0	2,708	D
Time-Based Restricted Stock Units	$0	04/08/2026		A		126		⁽²⁾	⁽²⁾	Common Stock	126	$0	4,710	D
Performance-Based Restricted Stock Units	$0	04/08/2026		A		142		⁽³⁾	⁽³⁾	Common Stock	142	$0	1,642	D
Earnings Per Share Performance-Based Restricted Stock Units	$0	04/08/2026		A		1,670		⁽⁴⁾	⁽⁴⁾	Common Stock	1,670	$0	5,420	D

Explanation of Responses:

1. On April 8, 2026, the Reporting Person was granted a 10-year option to purchase 208 shares of the Issuer's common stock at an exercise price of $588.28 per share. The options will vest ratably over three years on each anniversary of the grant date starting on 4/8/2027.

2. On April 8, 2026, the Reporting Person was granted TRSUs covering 126 shares of common stock. The TRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 4/8/2027.

3. On April 8, 2026, the Reporting Person was granted Performance-Based Restricted Stock Units ("PRSUs") in the target number of 142 shares, the vesting of which is subject to the rank of the Total Stock Return ("TSR") of the Issuer's common stock over a three-year period, as determined by the Issuer's Board of Directors, to the comparable TSRs of 12 peer public companies to be disclosed in the Issuer's 2026 Proxy Statement. Each PRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the target number of 142 shares, ranging from 0% to 200%, will depend on the degree of achievement of the TSR ranking. The determination of the number of shares of common stock to be issued shall occur at the end of the three-year performance period.

4. On April 8, 2025, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 1,670 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 1,670 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/ Joshua S. Baugher	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 did Argan (AGX) CFO Joshua Scott Baugher report in this Form 4?

He reported receiving several equity awards as compensation, including stock options and restricted stock units. These awards give him rights to acquire Argan common shares over time, subject to service-based vesting and specific performance conditions described in the grant terms.

How many stock options were granted to the Argan (AGX) CFO and at what price?

He received a 10-year option to purchase 208 shares of Argan common stock at an exercise price of $588.28 per share. The option vests ratably over three years, with one-third of the option vesting on each anniversary of April 8, 2027.

How do the time-based RSUs granted to the Argan (AGX) CFO vest?

He was granted 126 time-based restricted stock units covering Argan common shares. These RSUs vest in equal installments on each of the next three anniversaries of the April 8, 2026 grant date, beginning on April 8, 2027, assuming continued service through each vesting date.

What are the performance conditions for Argan (AGX) performance-based RSUs?

The performance-based RSUs target 142 shares and vest based on Argan’s total stock return over a three-year period versus 12 peer companies. The payout can range from 0% to 200% of the 142-share target, determined by the Board after the performance period ends.

How are the Argan (AGX) EPS performance-based RSUs measured for vesting?

The EPS-based RSUs target 1,670 shares and depend on the sum of earnings per share for fiscal years ending January 31, 2027, 2028 and 2029 versus compounded EPS targets derived from fiscal years ended January 31, 2024, 2025 and 2026. Payout ranges from 0% to 200% of target.

Did the Argan (AGX) CFO buy or sell common stock in the market?

No open-market purchases or sales were reported. All transactions were coded as “A” grants, representing awards of options and restricted stock units at a per-share transaction price of $0.00, rather than discretionary buying or selling of Argan common stock on the market.