T. Rowe Price invests $50M in Graham Corporation (NYSE: GHM)
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.
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Insights
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
Key Figures
Key Terms
Securities Purchase Agreement financial
Registration Rights Agreement financial
PIPE financial
Regulation D regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 |
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
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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 |
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