Graham (NYSE: GHM) CFO exercises 2,375 RSUs; 900 shares withheld for taxes

Rhea-AI Filing Summary

GRAHAM CORP VP-Finance and CFO Christopher J. Thome reported routine equity compensation activity involving restricted stock units (RSUs) and common stock. On May 17, 2026, RSUs that convert into common stock on a one-for-one basis vested, and he exercised 2,375 RSUs into the same number of common shares.

To cover tax withholding obligations upon the RSU vesting, 900 common shares were withheld at $98.28 per share, a non‑market, tax-related disposition rather than an open‑market sale. Following these transactions, he directly holds 28,835 common shares. He also continues to hold additional RSUs that vest in installments on June 4, 2026, June 4, 2027, June 2, 2026, June 2, 2027 and June 2, 2028.

Insights

Equity compensation analyst

Routine RSU vesting, tax withholding in shares, no open-market trades.

CFO Christopher J. Thome had RSUs vest and exercised 2,375 units into common stock, consistent with standard equity compensation. The matched derivative entry shows the RSUs converted one-for-one into common shares at an exercise price of $0.00.

To satisfy tax obligations, the company withheld 900 shares at $98.28 per share, recorded under code F, which represents payment of tax liability by delivering securities rather than a discretionary sale. After these transactions, he holds 28,835 common shares directly.

The filing also shows remaining RSU awards tied to June 2026, June 2027, and June 2028 vesting schedules, indicating ongoing equity-based incentives. Overall, this pattern reflects routine compensation and tax mechanics, not a directional bet on the stock.

Insider Trade Summary

2,375 shares exercised/converted

Mixed 5 txns

Insider Thome Christopher J.

Role VP-Finance; CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,375	$0.00	--
Exercise	Common Stock	2,375	$0.00	--
Tax Withholding	Common Stock	900	$98.28	$88K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 29,735 shares (Direct, null)

Footnotes (1)

1. These restricted stock units convert into common stock on a one-for-one basis ("RSUs"). Shares withheld to cover tax withholding obligations upon the vesting of RSUs. These RSUs vested on 5/17/2026. These RSUs vest in substantially equal installments on each of 6/4/2026 and 6/4/2027, except as otherwise provided in the award notice. These RSUs vest one-third on each of 6/2/2026, 6/2/2027 and 6/2/2028, except as otherwise provided in the award notice.

Key Figures

RSUs exercised: 2,375 shares Shares withheld for taxes: 900 shares Tax withholding price: $98.28/share +3 more

6 metrics

RSUs exercised 2,375 shares Restricted stock units converted to common stock on May 17, 2026

Shares withheld for taxes 900 shares Tax withholding disposition at $98.28 per share

Tax withholding price $98.28/share Value used for 900-share tax withholding disposition

Common shares after transactions 28,835 shares Direct common stock holdings following Form 4 transactions

RSU block 1 underlying shares 3,299 shares Remaining RSUs tied to future vesting dates

RSU block 2 underlying shares 3,287 shares Additional RSUs scheduled to vest through 2028

Key Terms

Restricted Stock Units, tax withholding obligations, derivative security, vesting, +1 more

5 terms

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.

tax withholding obligations financial

"Shares withheld to cover tax withholding obligations upon the vesting of RSUs."

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"These RSUs vested on 5/17/2026."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

installments financial

"These RSUs vest in substantially equal installments on each of 6/4/2026 and 6/4/2027"

Installments are a series of scheduled partial payments that together cover a larger amount owed or due, like paying for a purchase or loan in weekly or monthly pieces rather than all at once. For investors, installments matter because they change when cash moves between parties, affect a company’s or counterparty’s short-term cash flow and risk of missed payments, and can influence valuation or perceived financial stability much like spreading the cost of a car over monthly payments.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thome Christopher J.

(Last) (First) (Middle)

C/O GRAHAM CORPORATION

20 FLORENCE AVENUE

(Street)

BATAVIA NEW YORK 14020

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GRAHAM CORP [ GHM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP-Finance; CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/17/2026		M		2,375	A	$0(1)	29,735	D
Common Stock	05/17/2026		F		900(2)	D	$98.28	28,835	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(1)	05/17/2026		M			2,375	(3)	(3)	Common Stock	2,375	$0	0	D
Restricted Stock Units	$0(1)							(4)	(4)	Common Stock	3,287		3,287	D
Restricted Stock Units	$0(1)							(5)	(5)	Common Stock	3,299		3,299	D

Explanation of Responses:

1. These restricted stock units convert into common stock on a one-for-one basis ("RSUs").

2. Shares withheld to cover tax withholding obligations upon the vesting of RSUs.

3. These RSUs vested on 5/17/2026.

4. These RSUs vest in substantially equal installments on each of 6/4/2026 and 6/4/2027, except as otherwise provided in the award notice.

5. These RSUs vest one-third on each of 6/2/2026, 6/2/2027 and 6/2/2028, except as otherwise provided in the award notice.

	/s/ Christina McLeod, Attorney-in-Fact for Christopher J. Thome	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did GRAHAM CORP (GHM) CFO Christopher Thome report in this Form 4?

He reported RSU vesting and exercise into common stock, plus related tax withholding. 2,375 restricted stock units converted into common shares, and 900 shares were withheld to cover taxes, leaving him with 28,835 common shares held directly afterward.

How many GRAHAM CORP shares did the CFO acquire through RSU exercise?

He acquired 2,375 common shares through the exercise of restricted stock units that vest one-for-one into common stock. This derivative exercise is coded M, reflecting conversion of equity awards, not an open-market purchase, and forms part of his regular compensation program.

Why were 900 GRAHAM CORP shares disposed of in this filing?

900 common shares were withheld to cover tax withholding obligations upon RSU vesting at $98.28 per share. This disposition is coded F, indicating payment of tax liability using shares rather than a discretionary open-market sale by the CFO.

What are Christopher Thome’s GRAHAM CORP share holdings after these transactions?

After the reported transactions, he directly holds 28,835 common shares of GRAHAM CORP. This reflects the net result of exercising 2,375 RSUs into common stock and having 900 shares withheld to satisfy related tax obligations on the vesting.

Does the Form 4 show remaining GRAHAM CORP RSUs for the CFO?

Yes. The filing lists RSU awards referencing 3,299 and 3,287 underlying shares that vest in substantially equal installments on June 4, 2026, June 4, 2027, June 2, 2026, June 2, 2027 and June 2, 2028, subject to their award terms.

Were there any open-market purchases or sales by GHM’s CFO in this Form 4?

No open‑market purchases or sales are shown. The transactions involve RSU vesting, exercise coded M, and tax withholding coded F, where 900 shares were delivered to cover taxes. These are compensation and tax mechanics rather than market trading decisions.