Graham Corp (NYSE: GHM) chair gains 22,101 shares; 8,095 withheld for tax
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Graham Corp Executive Chairman Daniel J. Thoren reported equity compensation activity tied to performance-based awards. He was awarded 22,101 shares of common stock upon the vesting of performance-based restricted stock units granted under the 2020 Graham Corporation Equity Incentive Plan, based on company performance over the three-year period that ended on 3/31/2026.
To cover tax withholding obligations on this vesting, 8,095 shares of common stock were disposed of at $95.34 per share through a tax-withholding transaction. After these transactions, Thoren directly holds 383,040 shares of common stock. He also continues to hold restricted stock units that convert into common stock on a one-for-one basis, including awards linked to 629, 1,059 and 5,543 underlying shares with scheduled vesting dates in 2027, 2028 and 2029.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Thoren Daniel J.
Role
Executive Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 22,101 | $0.00 | -- |
| Tax Withholding | Common Stock | 8,095 | $95.34 | $772K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
Holdings After Transaction:
Common Stock — 383,040 shares (Direct, null);
Restricted Stock Units — 5,543 shares (Direct, null)
Footnotes (1)
- These shares were awarded to Mr. Thoren upon the vesting of performance-based restricted stock units ("PSUs") granted to him under the 2020 Graham Corporation Equity Incentive Plan in a transaction exempt under Rule 16b-3. The shares underlying this award vested after three years based on the Company's achievement on certain pre-determined performance measures over the eligible three-year period that ended on 3/31/2026. Shares withheld to cover tax withholding obligations upon the vesting of PSUs. These restricted stock units convert into common stock on a one-for-one basis ("RSUs"). Two-thirds of the original grant of these RSUs vested in substantially equal installments on each of 6/4/2025 and 6/4/2026, and except as otherwise provided in the award notice, the balance vests on 6/4/2027. One-third of the original grant of these RSUs vested on 6/2/2026, and except as otherwise provided in the award notice, the balance vests in substantially equal installments on 6/2/2027 and 6/2/2028. These RSUs vest one-third on each of 6/1/2027, 6/1/2028 and 6/1/2029, except as otherwise provided in the award notice.
Key Figures
Performance share award: 22,101 shares
Shares withheld for tax: 8,095 shares at $95.34/share
Common shares held after: 383,040 shares
+3 more
6 metrics
Performance share award
22,101 shares
Common stock delivered on PSU vesting for period ending 3/31/2026
Shares withheld for tax
8,095 shares at $95.34/share
Tax-withholding disposition on 6/8/2026 vesting event
Common shares held after
383,040 shares
Direct ownership following Form 4 transactions
RSUs underlying shares (grant 1)
629 shares
Restricted stock units convertible one-for-one into common stock
RSUs underlying shares (grant 2)
1,059 shares
Restricted stock units with vesting through 2028
RSUs underlying shares (grant 3)
5,543 shares
Restricted stock units vesting one-third annually 2027–2029
Key Terms
performance-based restricted stock units, Rule 16b-3, Equity Incentive Plan, tax withholding obligations, +1 more
5 terms
performance-based restricted stock units financial
"These shares were awarded to Mr. Thoren upon the vesting of performance-based restricted stock units ("PSUs") granted to him under the 2020 Graham Corporation Equity Incentive Plan"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Rule 16b-3 regulatory
"PSUs granted to him under the 2020 Graham Corporation Equity Incentive Plan in a transaction exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Equity Incentive Plan financial
"PSUs granted to him under the 2020 Graham Corporation Equity Incentive Plan in a transaction exempt under Rule 16b-3"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
tax withholding obligations financial
"Shares withheld to cover tax withholding obligations upon the vesting of PSUs"
restricted stock units financial
"These restricted stock units convert into common stock on a one-for-one basis ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
FAQ
What insider equity transactions did GRAHAM CORP (GHM) report for Daniel J. Thoren?
Graham Corp reported that Executive Chairman Daniel J. Thoren received 22,101 common shares from vesting performance-based restricted stock units, and 8,095 shares were withheld at $95.34 per share to satisfy tax obligations related to that vesting event.
What restricted stock units does Daniel J. Thoren still hold in GHM?
Daniel J. Thoren continues to hold restricted stock units that convert into Graham Corp common stock on a one-for-one basis, tied to 629, 1,059 and 5,543 underlying shares. These RSUs vest in tranches between 2027 and 2029 under their respective award schedules.
How were GHM’s performance-based restricted stock units measured for Daniel J. Thoren’s award?
The performance-based restricted stock units that vested for Daniel J. Thoren were tied to Graham Corp’s achievement of predetermined performance measures over a three-year period ending March 31, 2026. Vesting and resulting share delivery were contingent on meeting those metrics.