[Form 4] Argan, Inc Insider Trading Activity

Rhea-AI Filing Summary

Key takeaway: On 17 June 2025, Argan, Inc. (AGX) filed a Form 4 showing that director Cynthia Flanders received 530 time-based restricted stock units (RSUs) under the company’s equity incentive plan.

The RSUs were reported under Transaction Code “A” (grant/acquisition) at a price of $0, meaning no cash changed hands. According to the footnote, the entire block will vest on 17 June 2026, at which point each RSU converts into one share of common stock.

After this award, Ms. Flanders now beneficially owns 3,947 RSUs in total, all held directly. The filing contains no sales, exercises, or disposals, and there is no indication that the award was made under a Rule 10b5-1 trading plan.

Because the grant involves a small number of shares relative to Argan’s total shares outstanding and is routine director compensation, it carries minimal immediate financial or dilution impact. Investors may, however, view the award as part of standard governance practice that aligns director incentives with shareholder interests.

Insights

Corporate Governance Expert

TL;DR: Routine director RSU grant; aligns incentives, negligible dilution, no immediate financial impact—overall neutral for AGX.

The filing discloses a single equity-based compensation event: 530 RSUs to director Cynthia Flanders. Such grants are standard board remuneration and do not require cash outlay by the company. The units vest in one year, evidencing a short, time-based retention mechanism. Upon vesting, Argan will issue an equivalent number of common shares—an immaterial increase when compared with the company’s outstanding share count (not provided in the filing but typically in the tens of millions). No trading plan box was checked, so the grant is not linked to a 10b5-1 program. Beneficial ownership rises to 3,947 RSUs, still a minor stake that does not influence control dynamics. From a governance and valuation standpoint, the event neither alters earnings nor capital structure in any meaningful way, rendering the overall impact neutral for investors.

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
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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^*

Flanders Cynthia

(Last) (First) (Middle)

10006 WILDWOOD ROAD

(Street)

KENSINGTON MD 20895

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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

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
Time-Based Restricted Stock Units	$0	06/17/2025		A		530		(1)	(1)	Common Stock	530	$0	3,947	D

Explanation of Responses:

1. On June 17, 2025, the Reporting Person was granted Time-Based Restricted Stock Units ("TRSUs") covering 530 shares of the Issuer's common stock. The TRSUs will vest fully on June 17, 2026.

	/s/ Cynthia Flanders	06/20/2025
	** 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

How many Argan (AGX) shares were granted to the director in the latest Form 4?

The filing shows a grant of 530 time-based restricted stock units, each convertible into one common share.

When will the 530 RSUs granted to Cynthia Flanders vest?

All 530 RSUs vest fully on 17 June 2026.

Did the Form 4 report any sale or disposal of Argan shares by the director?

No. The filing only reports an A-code acquisition of RSUs; there were no sales or disposals.

What is Cynthia Flanders’ total beneficial ownership after the reported transaction?

Following the grant, she beneficially owns 3,947 RSUs, all held directly.

Is the RSU grant made under a Rule 10b5-1 trading plan?

The checkbox for Rule 10b5-1 was not marked; therefore, the grant is not tied to such a plan.