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Graham Corporation 8-K Filings

GHM NYSE

Every 8-K that Graham Corporation (GHM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow GHM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GHM filings page.

Rhea-AI Summary

GRAHAM CORP (GHM) reported the results of its Annual Meeting of Stockholders held on August 25, 2026. Stockholders elected three director nominees: James J. Barber (8,130,840 votes for; 895,812 withheld; 1,029,837 broker non-votes), Mauro Gregorio (8,966,909 for; 59,743 withheld; 1,029,837 broker non-votes), and Troy A. Stoner (8,972,397 for; 54,255 withheld; 1,029,837 broker non-votes).

Stockholders also approved a second proposal with 8,848,831 votes for, 36,156 against, 141,665 abstentions, and 1,029,837 broker non-votes, and a third proposal with 9,835,209 votes for, 218,419 against, and 2,861 abstentions.

Rhea-AI Summary

Graham Corporation reported first quarter fiscal 2027 results for the period ended June 30, 2026. Net sales were $71.3 million, up 29% from the prior-year quarter, with growth across Defense, Space and Energy & Process markets, including $6.6 million of revenue from the FlackTek acquisition.

Gross profit was $17.8 million and gross margin declined to 25.0% from 26.5%, reflecting a higher mix of lower-margin Defense work and material receipts. Operating income was $4.2 million and net income $3.9 million, with diluted EPS of $0.33 versus $0.42, while adjusted EBITDA increased 28% to $8.8 million and adjusted EPS rose to $0.49.

Orders were $95.9 million and backlog reached a record $557.2 million, 15% above a year earlier, with about 84% related to Defense programs. Cash and cash equivalents were $27.0 million with no debt outstanding and $74.5 million available on the revolver, after a $50.0 million equity investment and repayment of $13.0 million of debt. Management reaffirmed fiscal 2027 guidance, including net sales of $285–$295 million and adjusted EBITDA of $35–$40 million.

Rhea-AI Summary

Graham Corporation used its Investor Day to outline a detailed growth plan and new financial targets across its defense, space, energy & process, and materials processing businesses. The company reported fiscal 2026 revenue of $245.3 million, up from $122.8 million in fiscal 2022, with Adjusted EBITDA rising from a loss to $26.0 million and margins improving to the low double digits.

Record backlog of $450.1 million and a five-year book-to-bill ratio of about 1.3x support visibility. For fiscal 2027, Graham targets net sales of $285–$295 million and Adjusted EBITDA of $35–$40 million, implying further margin expansion. Management’s three-year plan (FY2027–FY2029) aims for 8–10% organic revenue growth, 14–16% Adjusted EBITDA margins, and ROIC above 20%, supported by continued capital investment, operational initiatives, and selective M&A.

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Graham Corporation announced that Daniel J. Thoren retired from his roles as Executive Chairman and director effective June 15, 2026, and will serve as a Strategic Advisor through June 15, 2027. The company stated his decision was not due to any disagreement over operations, policies, or practices.

Under a Transition and Retirement Agreement, Thoren’s prior employment agreement was terminated and he will receive a $150,000 annual base salary during the transition period, with continued eligibility for standard employee benefits but no participation in short- or long-term incentive plans. His outstanding PSUs and RSUs will continue to vest under existing terms.

Graham also entered into a similar Transition and Retirement Agreement with Alan E. Smith, former Vice President and General Manager of Graham Manufacturing, who moves into a Strategic Advisor role on an at-will basis with a $150,000 annual base salary and continued vesting of outstanding PSUs and RSUs. The Board reappointed Jonathan W. Painter as Chairman, providing governance continuity as the CEO succession plan progresses.

Rhea-AI Summary

Graham Corporation reported strong growth for Q4 and fiscal 2026, highlighted by record revenue, orders, and backlog. Net sales rose 13% in the fourth quarter to $67.1 million, while full-year sales increased 17% to $245.3 million, driven mainly by Defense programs, Energy & Process strength, and contributions from the FlackTek acquisition.

Full-year net income was $12.5 million with adjusted EBITDA of $26.0 million, up 16%. Orders reached a record $359.4 million, producing a 1.5x book‑to‑bill ratio, and year‑end backlog grew 29% to $532.6 million. For fiscal 2027, Graham guides revenue to $285–$295 million and adjusted EBITDA to $35–$40 million, implying continued double‑digit growth and modest margin expansion.

Rhea-AI Summary

Graham Corporation updated its incentive plans for senior executives and directors for the fiscal year ending March 31, 2027. The Compensation Committee renewed and amended the stock-based Long-Term Incentive Award Plan, granting both time-vesting RSUs and performance-vesting PSUs to named executive officers. CEO Matthew Malone received 6,036 RSUs and 12,072 PSUs, Executive Chairman Daniel J. Thoren received 629 RSUs and 1,258 PSUs, and CFO Christopher J. Thome received 1,408 RSUs and 2,816 PSUs. RSUs vest over three years, while PSUs cliff-vest after three years based on return on invested capital change and cumulative revenue growth, with no payout below threshold. The company also amended its executive cash bonus program, setting target bonuses at 50% of base salary for Thoren, 100% for Malone, and 70% for Thome, with actual payouts ranging from 0% to 200% of target based on performance. Separately, non-employee directors each received 905 RSUs, calculated from a $90,000 grant value using the June 1, 2026 NYSE closing price of $99.41 per share.

Rhea-AI 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.

Rhea-AI Summary

Graham Corporation updated executive compensation for two senior leaders. The Compensation Committee set President and CEO Matthew J. Malone’s annual base salary at $600,000 and Vice President – Finance, Chief Financial Officer and Chief Accounting Officer Christopher J. Thome’s annual base salary at $400,000.

For fiscal 2027, Mr. Malone will receive a target equity long-term incentive plan award equal to 200% of his base salary, tying more of his pay to share-based incentives. Mr. Thome will receive a target Executive Cash Bonus Program award equal to 70% of his base salary, linking a larger portion of his compensation to cash performance bonuses.

Rhea-AI Summary

Graham Corporation announced a planned leadership transition at its Graham Manufacturing business. Alan Smith, Vice President and General Manager of Graham Manufacturing, intends to retire effective April 1, 2026, after more than 30 years with the company, and will move into a consulting and advisory role to support the transition.

As part of a proactive succession plan, William Zmyndak, currently Deputy General Manager of Graham Manufacturing, is expected to assume the role of Vice President and General Manager effective April 2026. The company also appointed Keith Oufnac as Chief Information Officer and Rachel Jaakkola as Chief Human Resources Officer, adding experience in digital transformation, cybersecurity, and human capital management to its leadership team.

Rhea-AI Summary

Graham Corporation reported a strong third quarter of fiscal 2026 with higher sales, earnings, and record backlog. Net sales were $56.7 million, up 21% from a year ago, driven mainly by Defense and Energy & Process markets. Net income rose 79% to $2.8 million, or $0.25 per diluted share, while adjusted EBITDA increased 50% to $6.0 million with a 10.7% margin.

Backlog reached a record $515.6 million, up 34%, with about 85% tied to Defense and a Q3 book‑to‑bill of 1.3x. The company ended the quarter with $22.3 million of cash and no debt. After quarter‑end, Graham acquired FlackTek for $35 million plus up to $25 million in potential earnouts, funded with cash and borrowings, resulting in pro forma leverage of about 1.2x.

Management raised full‑year fiscal 2026 guidance. Net sales are now expected at $233–$239 million and adjusted EBITDA at $24–$28 million. Gross margin guidance was slightly narrowed to 24.0%–25.0%, while the expected effective tax rate was reduced to 16%–18%.

Rhea-AI Summary

Graham Corporation entered into a second amendment to its existing credit agreement with Wells Fargo, increasing its revolving credit limit from $50.0 million to $80.0 million. The amendment also updates certain definitions and allows indebtedness of Graham India Private Limited related to letters of credit, bank guarantees or similar obligations up to $5.0 million.

The company also announced the acquisition of FlackTek Manufacturing, LLC and FlackTek Sales, LLC, which provide advanced mixing and material processing solutions. Graham released a press release and an informational slide deck with additional details about FlackTek, which are furnished as exhibits and posted on its website.

Rhea-AI Summary

Graham Corporation filed an amended report to update its earlier disclosure about director Mauro Gregorio. The company previously reported his appointment to the Board, and now explains that on November 4, 2025, he was also appointed to the Compensation Committee and the Nominating and Corporate Governance Committee.

Rhea-AI Summary

Graham Corporation (GHM) furnished an update on November 7, 2025, announcing it issued a press release describing results of operations and financial condition for its second quarter ended September 30, 2025.

The company also posted supplemental data tables on its website covering historical sales, orders and backlog, furnished as Exhibit 99.2. The materials under Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, are furnished and not deemed filed or incorporated by reference under the securities laws.

Rhea-AI Summary

Graham Corporation announced the acquisition of certain assets of Xdot Bearing Technologies, a specialized consulting, design and engineering firm focused on foil bearing technology. The company disclosed the news via a press release dated October 20, 2025, which is attached as Exhibit 99.1.

Rhea-AI 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.

Rhea-AI Summary

Graham Corporation reported the results of its annual meeting of stockholders held on August 26, 2025. Stockholders elected three director nominees, with votes for the nominees ranging from 7,956,879 to 8,390,997, and broker non-votes of 1,186,374 or 1,186,375 on each director item.

Stockholders also voted on additional proposals, including one that received 7,993,843 votes for, 333,753 against, 98,417 abstentions, and 1,186,375 broker non-votes, and another that received 9,352,857 votes for, 255,469 against, and 4,062 abstentions. Overall, all matters received strong majority support from the shares voting.