Graham Corp raises $50M in T. Rowe Price PIPE

Graham Corporation is raising $50 million through a private investment in public equity, selling 599,808 common shares to accounts advised by T. Rowe Price Investment Management at $83.36 per share, equal to about 5% of its common stock.

Rhea-AI Filing Summary

Graham Corporation is raising $50 million through a private investment in public equity, selling 599,808 common shares to accounts advised by T. Rowe Price Investment Management at $83.36 per share, equal to about 5% of its common stock. The deal is expected to close around April 16, 2026, subject to customary conditions. Graham plans to use the cash to repay debt and support both organic initiatives and acquisitions, aiming to strengthen its balance sheet and financial flexibility. The company also agreed to register the new shares for resale with the SEC, filing a registration statement within 30 days and using its reasonable best efforts to have it declared effective under specified SEC review timelines.

Insights

Capital structure and corporate finance analyst

Graham raises $50M in equity from T. Rowe Price to cut debt and fund growth.

Graham Corporation agreed to sell 599,808 common shares for $50 million to accounts advised by T. Rowe Price Investment Management at $83.36 per share, based on a 20‑day NYSE average. This adds permanent equity capital and brings in a sizable institutional holder.

The company states it intends to use the proceeds to repay debt and to fund both organic projects and inorganic opportunities. Reducing leverage can lower interest expense and risk, while growth investments may expand earnings power, although execution and return on capital will depend on future decisions and market conditions.

The transaction will modestly dilute existing shareholders by about 5% of common stock. A registration rights agreement requires Graham to file a resale registration within 30 days and to seek SEC effectiveness within defined timelines, which mainly affects when T. Rowe Price–advised accounts can freely resell shares.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

PIPE proceeds: $50 million Shares issued: 599,808 shares Share price: $83.36 per share +3 more

6 metrics

PIPE proceeds $50 million Aggregate gross proceeds from T. Rowe Price–advised accounts

Shares issued 599,808 shares Common stock sold in PIPE

Share price $83.36 per share Sale price based on 20‑day NYSE average on April 13, 2026

Ownership percentage 5% of common stock Portion of Graham common stock represented by new shares

Registration filing deadline 30 days Time after closing to file resale registration statement with SEC

Effectiveness target if reviewed 75th calendar day Latest day after initial filing to seek SEC effectiveness if reviewed

Key Terms

Securities Purchase Agreement, Registration Rights Agreement, PIPE, Regulation D, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accounts"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Registration Rights Agreement financial

"the Company has agreed to enter into a registration rights agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

PIPE financial

"aggregate gross proceeds of $50 million (the “PIPE”). The PIPE is expected to close"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

Regulation D regulatory

"in reliance on an exemption from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act or Rule 506(b) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

forward-looking statements regulatory

"This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Graham Corporation (GHM) announce in this 8-K filing?

Graham Corporation announced a $50 million private stock sale to accounts advised by T. Rowe Price. It will issue 599,808 common shares at $83.36 per share, representing about 5% of its common stock, in a PIPE transaction.

How many shares is Graham Corporation issuing and at what price?

Graham Corporation will issue 599,808 shares of common stock at $83.36 per share. The price is based on the 20‑day average closing price of its NYSE-listed stock as of April 13, 2026, resulting in $50 million in gross proceeds.

Who is investing in Graham Corporation’s $50 million PIPE?

Certain accounts advised by T. Rowe Price Investment Management, Inc. are purchasing the new shares. These institutional investor accounts will acquire 599,808 Graham common shares, representing roughly 5% of the company’s common stock, in the private investment in public equity transaction.

How will Graham Corporation use the $50 million of new capital from T. Rowe Price?

Graham Corporation intends to use the $50 million primarily to repay debt and to fund future organic and inorganic growth opportunities. The company states this should strengthen its balance sheet and enhance financial flexibility to support its capital allocation strategy.

When is Graham Corporation’s PIPE with T. Rowe Price expected to close?

The transaction is expected to close on or about April 16, 2026, subject to customary closing conditions. Until closing, the agreement remains subject to those conditions, after which Graham will receive the $50 million in gross proceeds from the share sale.

Will the new Graham Corporation shares issued in the PIPE be registered for resale?

Yes. Graham agreed to enter a Registration Rights Agreement and file a registration statement with the SEC within 30 days of closing. It will use reasonable best efforts to have the statement declared effective under specific SEC review timing provisions to permit resale of the shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 07:40 AM Learn about SEC filing dates

GRAHAM CORP false 0000716314 0000716314 2026-04-14 2026-04-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 14, 2026

Graham Corporation

(Exact name of Registrant as specified in its charter)

Delaware		001-08462		16-1194720
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

20 Florence Avenue, Batavia, New York				14020
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (585) 343-2216

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.10 per share		GHM		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 14, 2026, Graham Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accounts advised by T. Rowe Price Investment Management, Inc. (the “Investors”) pursuant to which the Company agreed to sell an aggregate of 599,808 shares of its common stock, par value $0.10 per share (the “Shares”) for $83.36 per share for aggregate gross proceeds of $50 million (the “PIPE”). The PIPE is expected to close on or about April 16, 2026, subject to customary closing conditions. The Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company and the Investors.

Further, pursuant to the terms of the Purchase Agreement, the Company has agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with each of the Investors on the day of closing of the PIPE. Under the Registration Rights Agreement, the Company will agree to register the Shares on a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) within 30 calendar days following the closing of the PIPE and will agree to use its reasonable best efforts to have the registration statement declared effective upon the earlier of: (i) the 75th calendar day following the initial filing date of the registration statement if the SEC notifies the Company that it will “review” the registration statement and (ii) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review.

Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Purchase Agreement. The foregoing summaries of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and Registration Rights Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively.

Item 3.02. Unregistered Sales of Equity Securities.

Pursuant to the Purchase Agreement, the Company has agreed to sell to the Investors an aggregate of 599,808 shares of the Company’s common stock. The offer and sale of the Shares to the Investors is being completed in reliance on an exemption from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act or Rule 506(b) of Regulation D of the Securities Act.

The information in Item 1.01 above is incorporated by reference into this Item 3.02.

Item 7.01. Regulation FD Disclosure.

On April 15, 2026, the Company issued a press release announcing the PIPE. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated April 14, 2026.
10.2		Form of Registration Rights Agreement.
99.1		Press Release dated April 15, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

				Graham Corporation
Date: April 15, 2026				By:		/s/ Christopher J. Thome
						Christopher J. Thome
						Vice President – Finance, Chief Financial Officer and Chief Accounting Officer

Exhibit 99.1

Graham Corporation ¨ 20 Florence Avenue ¨ Batavia, NY 14020

IMMEDIATE RELEASE

GRAHAM CORPORATION ANNOUNCES $50 MILLION INVESTMENT FROM ACCOUNTS ADVISED BY T. ROWE PRICE

• Accounts advised by T. Rowe Price Investment Management, Inc. to invest $50 million in Graham to acquire 599,808 shares (5%) of Graham common stock at $83.36 per share based on 20-day average closing price

• The Company intends to use proceeds to further strengthen the Company’s balance sheet through debt repayment and help fund future investment in organic and inorganic growth opportunities

BATAVIA, NY, April 15, 2026 – Graham Corporation (NYSE: GHM) (“GHM” or “the Company”), a global leader in the design and manufacture of mission critical fluid, power, heat transfer, vacuum, and advanced mixing technologies for the Defense, Energy & Process, and Space industries, today announced the Company has agreed to sell $50 million of shares (5%) of common stock to certain accounts advised by T. Rowe Price Investment Management, Inc. (“T. Rowe Price”), a global investment management organization.

T. Rowe Price accounts will acquire 599,808 shares of Graham common stock at $83.36 per share, based upon the 20-day average closing price of the company’s common stock on the New York Stock Exchange on April 13, 2026. The transaction is expected to close on April 16, 2026, subject to customary closing conditions. Graham intends to use proceeds from the stock sale to further strengthen the Company’s balance sheet and financial flexibility through debt repayment and help fund future investment in organic and inorganic growth opportunities.

Matthew J. Malone, Graham’s President and Chief Executive Officer, said, “We are pleased to welcome T. Rowe Price as a long-term partner and shareholder. This investment underscores the strength of the Graham platform and our positioning across attractive, growing end markets. The proceeds from this stock sale enhance our financial flexibility and support our disciplined capital allocation strategy for us to continue to drive long-term shareholder value.”

The sale of shares will be made pursuant to a stock purchase agreement pursuant to which the shares will be registered for resale on a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) within 30 days. Copies of these documents, as and when available, may be obtained, free of charge, at the SEC’s website at www.sec.gov.

About Graham Corporation

Graham is a global leader in the design and manufacture of mission critical fluid, power, heat transfer, vacuum, and advanced mixing technologies for the Defense, Energy & Process, and Space industries. Graham Corporation and its family of global brands are built upon world-renowned engineering expertise, proprietary technologies, as well as its responsive and flexible service and the unsurpassed quality customers have come to expect from the Company’s products and systems. Graham Corporation routinely posts news and other important information on its website, grahamcorp.com, where additional information on Graham Corporation and its businesses can be found.

GRAHAM CORPORATION ANNOUNCES $50 Million Investment from Accounts Advised by T. Rowe Price

APRIL 15, 2026

PAGE 2 OF 2

Safe Harbor Regarding Forward Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “continue,” “believes,” “intends,” “will,” and other similar words. All statements addressing operating performance, events, or developments that Graham Corporation expects or anticipates will occur in the future, including but not limited to, the use of proceeds from the stock sale are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Graham Corporation’s most recent Annual Report filed with the Securities and Exchange Commission (the “SEC”), included under the heading entitled “Risk Factors”, and in other reports filed with the SEC.

Should one or more of these risks or uncertainties materialize or should any of Graham Corporation’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Graham Corporation’s forward-looking statements. Except as required by law, Graham Corporation disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.

For more information, contact:

Christopher J. Thome		Tom Cook
Vice President - Finance and CFO		Investor Relations
Phone: (585) 343-2216		Phone: (203) 682-8250 tom.cook@icrinc.com

- # # # -

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 10.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 155.4 KB
• EX-10.2 EX-10.2 113.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB