[Form 4] ARGAN INC Insider Trading Activity

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

Securities Analyst

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.

Corporate Governance Expert

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.

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

X

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^*

Deily Richard H

(Last) (First) (Middle)

4075 WILSON BOULEVARD

SUITE 440

(Street)

ARLINGTON VA 22203

(City) (State) (Zip)

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
	Officer (give title below)	X	Other (specify below)
			Former CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								7,802	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$50.3							04/12/2020	04/12/2029	Common Stock	10,000		10,000	D
Option to Purchase Common Stock	$54.6							04/16/2022	04/16/2031	Common Stock	3,500		3,500	D
Option to Purchase Common Stock	$39.47							04/17/2024	04/17/2033	Common Stock	2,500		2,500	D
Time-Based Restricted Stock Units	(1)							(1)	(1)	Common Stock	4,166		4,166	D
Performance-Based Restricted Stock Units	(2)							(2)	(2)	Common Stock	2,500		2,500	D
Earnings Per Share Performance-Based Restricted Stock Units	(3)							(3)	(3)	Common Stock	2,500		2,500	D

Explanation of Responses:

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.

2. 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.

3. 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.

	/s/ Richard H. Deily	09/12/2025
	** 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.

FAQ

What did Richard H. Deily report on the Form 4 for AGX?

The Form 4 reports a sale of 7,802 shares of Argan, Inc. common stock by Richard H. Deily on 09/12/2025 and lists remaining equity awards and outstanding options.

How many stock options and RSUs does the reporting person hold according to the filing?

The filing lists 10,000, 3,500, and 2,500 shares underlying three options, plus 4,166 time-based RSUs, 2,500 PRSUs (target), and 2,500 EPSRSUs (target).

Are the performance awards guaranteed to vest?

No. The PRSUs and EPSRSUs have payout ranges from 0% to 200% and vesting depends on relative TSR ranking and multi-year EPS achievement as described in the filing.

Does the Form 4 indicate this sale was made under a 10b5-1 plan?

The provided content does not explicitly indicate that the reported sale was made pursuant to a Rule 10b5-1 trading plan.

What are the exercise/expiration dates for the listed options?

Options listed expire on 04/12/2029, 04/16/2031, and 04/17/2033 with exercise prices of $50.30, $54.60, and $39.47 respectively.