Mauro Gregorio joins Graham Corporation (GHM) board as new director

Rhea-AI Filing Summary

Graham Corporation appointed Mauro Gregorio to its Board of Directors, effective September 1, 2025. He will serve until the company’s 2026 annual meeting of shareholders and has not yet been assigned to any Board committees.

Gregorio previously held senior leadership roles at Dow Inc., including President of its Performance Materials & Coatings Division and President of Dow Consumer Solutions, and also served as Chief Executive Officer of Dow Silicone Corporation. As a non-employee director, he will receive the standard cash retainer and time-vesting restricted stock units with a grant date fair value of approximately $44,917, consistent with Graham’s existing non-employee director compensation program.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

GRAHAM CORP false 0000716314 0000716314 2025-08-28 2025-08-28

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): August 28, 2025

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2025, the Board of Directors (the “Board”) of Graham Corporation (the “Company”) appointed Mauro Gregorio to the Board, effective September 1, 2025. Mr. Gregorio will serve on the Board for a term expiring at the Company’s 2026 annual meetings of shareholders. Mr. Gregorio has not been appointed to any committees at this time.

Mr. Gregorio served as President of Performance Materials & Coatings Division at Dow Inc. (NYSE: DOW) a materials science company, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications from February 2020 until April 2024. Prior to this, Mr. Gregorio served as President of Dow Consumer Solutions from June 2016 to February 2020. Mr. Gregorio also served as the Chief Executive Officer of Dow Silicone Corporation from June of 2016 until April 2024.

Mr. Gregorio was not selected to serve on the Board under any arrangement or understanding between him and any other person. The Company is not aware of any transactions with Mr. Gregorio that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Gregorio will participate in the Company’s non-employee director compensation arrangements generally applicable to all of the Company’s non-employee directors, which is described under the caption “Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with Securities and Exchange Commission on July 15, 2025. Under the terms of the arrangement, Mr. Gregorio will receive as compensation for his service from the date of his appointment to the Board to the date of the 2026 annual meeting of shareholders, the same cash retainer as receive by the other directors and time-vesting restricted stock units with a grant date fair value of approximately $44,917.

Item 7.01. Regulation FD Disclosure.

A copy of the press release dated September 3, 2025 announcing the appointment of Mr. Gregorio as directors is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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 of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated September 3, 2025.
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: September 3, 2025				By:		/s/ Christopher J. Thome
						Christopher J. Thome
						Vice President – Finance, Chief Financial Officer and Chief Accounting Officer

FAQ

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

Graham Corporation announced the appointment of Mauro Gregorio to its Board of Directors, effective September 1, 2025. He will serve until the 2026 annual meeting of shareholders and receive standard non-employee director compensation, including cash and restricted stock units.

Who is Mauro Gregorio, the new director at Graham Corporation (GHM)?

Mauro Gregorio is an experienced executive who served as President of Performance Materials & Coatings at Dow Inc. from February 2020 to April 2024. He also led Dow Consumer Solutions and was Chief Executive Officer of Dow Silicone Corporation during his tenure at Dow.

How long will Mauro Gregorio serve on the Graham Corporation (GHM) Board?

Mauro Gregorio will serve on the Graham Corporation Board for a term expiring at the company’s 2026 annual meeting of shareholders. His appointment is effective September 1, 2025, providing approximately one year of initial Board service under this term.

What compensation will Mauro Gregorio receive as a Graham (GHM) director?

Mauro Gregorio will receive the same cash retainer as other non-employee directors and time-vesting restricted stock units. The grant date fair value of these restricted stock units is approximately $44,917, covering his service from appointment through the 2026 annual meeting of shareholders.

Was Mauro Gregorio’s appointment to the Graham (GHM) Board tied to any arrangements?

Graham Corporation states that Mauro Gregorio was not selected under any arrangement or understanding with any other person. The company also reports it is not aware of any transactions with him requiring disclosure under Item 404(a) of Regulation S-K.

Is there a press release related to Mauro Gregorio joining Graham Corporation (GHM)?

Yes. Graham Corporation issued a press release dated September 3, 2025 announcing Mauro Gregorio’s appointment as a director. This press release is included as Exhibit 99.1 and is furnished, not filed, for purposes of the Securities Exchange Act of 1934.