Arjan (AGX) Insider Sale: Deily Reports Disposition, Holds Performance Awards
Rhea-AI Filing Summary
Richard H. Deily, a former CFO and current officer of Argan, Inc. (AGX), reported transactions on 09/12/2025. The filing shows a sale of 7,802 shares of common stock. After the reported sale, the Form 4 lists the reporting persons remaining direct holdings in common stock attributable to outstanding equity awards: 10,000 shares underlying a 04/12/2020 option, 3,500 from a 04/16/2022 option, 2,500 from a 04/17/2024 option, 4,166 time-based RSUs scheduled to vest on 09/13/2025, and 7,500 of various performance-based RSUs/targets. The filing includes detailed vesting and payout conditions for the PRSUs and EPSRSUs with potential payouts from 0% to 200% depending on performance.
Positive
- Substantial remaining incentive alignment via long-dated options and multiple RSU/PRSUs/EPSRSUs
- Performance-based awards (PRSUs and EPSRSUs) tie potential payout to multi-year metrics, aligning executive outcomes with shareholders
Negative
- Reported disposition of 7,802 shares on 09/12/2025 reduces the reporting persons direct common stock holdings
- Sale price not disclosed in the provided content, limiting assessment of transaction economics
Insights
TL;DR: Insider sale of 7,802 shares reported; remaining holdings are largely equity awards with performance-based vesting.
The Form 4 discloses a disposal of 7,802 shares on 09/12/2025 by Richard Deily. No price per share for the sale is provided in the filing text. The reporter retains material exposure via stock options and restricted stock units: 16,000 option shares total and 8,666 RSU/PRSU/EPSRSU target shares, some of which are subject to multi-year performance metrics and vesting schedules. For investors, the key facts are the magnitude of the sale and that a substantial portion of his economic interest remains tied to future vesting and performance conditions.
TL;DR: Reported sale reduces direct common stock but significant incentive alignment remains via long-dated options and performance awards.
From a governance perspective, the filing documents an executed sale but also highlights ongoing incentive alignment: multiple option grants with expirations through 2033 and RSUs/PRSUs/EPSRSUs that vest over multi-year periods and may be adjusted for dividends. The PRSU and EPSRSU payout ranges (0% to 200%) indicate performance sensitivity. The Form 4 does not provide intent behind the sale or whether its part of a Rule 10b5-1 plan; the checkbox for such a plan is not clearly indicated in the provided text.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Option to Purchase Common Stock | -- | -- | -- |
| holding | Option to Purchase Common Stock | -- | -- | -- |
| holding | Option to Purchase Common Stock | -- | -- | -- |
| holding | Time-Based Restricted Stock Units | -- | -- | -- |
| holding | Performance-Based Restricted Stock Units | -- | -- | -- |
| holding | Earnings Per Share Performance-Based Restricted Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Pursuant to the vesting schedule of the Time-Based Restricted Stock Unit ("TRSU") awarded to the Reporting Person on September 13, 2022, 4,166 shares of Common Stock will became issuable to the Reporting Person on September 13, 2025 and will be adjusted for dividends. On September 13, 2022, the Reporting Person was granted Performance-Based Restricted Stock Units ("PRSUs") in the target number of 2,500 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 2022 Proxy Statement. Each PBRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the target number of 2,500 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 17, 2023, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 2,500 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2024, 2025 and 2026 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2021, 2022 and 2023. The pay-out ratio of the Target, 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. The awards will be more fully described in the Issuer's 2023 Proxy Statement. Each EPSRSU represents a contingent right to achieve one share of the Issuer's common stock.
