Graham (NYSE: GHM) VP gains stock through RSU vesting and tax withholding

Rhea-AI Filing Summary

Graham Corp executive Michael E. Dixon, VP & GM of Barber-Nichols, reported routine equity compensation activity. On 2/4/2026, 355 restricted stock units vested and converted into an equal number of common shares at a conversion price of $0.0000 per share. Of these, 120 shares were withheld at $73.19 per share to cover tax obligations upon vesting. After these transactions, he directly holds 736 common shares, including 34 acquired under the employee stock purchase plan, and 2,287 RSUs that are scheduled to vest in tranches through 2028.

Insider Trade Summary

355 shares exercised/converted

Mixed 4 txns

Insider Dixon Michael E.

Role VP & GM of Barber-Nichols

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	355	$0.00	--
Exercise	Common Stock	355	$0.00	--
Tax Withholding	Common Stock	120	$73.19	$9K
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 711 shares (Direct); Common Stock — 856 shares (Direct)

Footnotes (1)

1. These restricted stock units convert into common stock on a one-for-one basis ("RSUs"). 355 RSUs vested on 2/4/2026 and the remaining RSUs will vest in substantially equal installments on each of 2/4/2027 and 2/4/2028. Includes 34 shares acquired under the Graham Corporation Employee Stock Purchase Plan. Shares withheld to cover tax withholding obligations upon the vesting of RSUs. These RSUs will vest one-third on each of 6/2/2026, 6/2/2027 and 6/2/2028, except as otherwise provided in the award notice.

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
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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^*

Dixon Michael E.

(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 & GM of Barber-Nichols

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		M		355	A	$0(1)	856(2)	D
Common Stock	02/04/2026		F		120(3)	D	$73.19	736	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)	02/04/2026		M			355	(1)	(1)	Common Stock	355	$0	711	D
Restricted Stock Units	$0(4)							(4)	(4)	Common Stock	2,287		2,287	D

Explanation of Responses:

1. These restricted stock units convert into common stock on a one-for-one basis ("RSUs"). 355 RSUs vested on 2/4/2026 and the remaining RSUs will vest in substantially equal installments on each of 2/4/2027 and 2/4/2028.

2. Includes 34 shares acquired under the Graham Corporation Employee Stock Purchase Plan.

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

4. These RSUs will 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 Michael E. Dixon	03/25/2026
	** 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) executive Michael E. Dixon report on this Form 4?

Michael E. Dixon reported routine equity compensation activity, including the vesting and conversion of 355 restricted stock units into common shares and related tax withholding. These transactions reflect scheduled RSU vesting rather than open-market buying or selling of Graham Corp stock.

How many Graham Corp (GHM) restricted stock units vested for Michael E. Dixon?

A total of 355 restricted stock units vested for Michael E. Dixon, converting into 355 common shares on a one-for-one basis. These RSUs vested on February 4, 2026, as part of a pre-established award schedule described in the accompanying footnotes to the filing.

How were taxes handled on Michael E. Dixon’s vested Graham Corp (GHM) RSUs?

To cover tax withholding obligations from the RSU vesting, 120 common shares were withheld at a price of $73.19 per share. This tax-withholding disposition is coded as an “F” transaction and is not an open-market sale by the executive on an exchange.

What are Michael E. Dixon’s Graham Corp (GHM) share holdings after these transactions?

Following these transactions, Michael E. Dixon directly holds 736 common shares of Graham Corp, including 34 shares acquired under the employee stock purchase plan. He also holds 2,287 restricted stock units that can convert into common stock as they vest over future dates.

What is the future vesting schedule for Michael E. Dixon’s Graham Corp (GHM) RSUs?

The filing notes that remaining RSUs from one grant will vest in substantially equal installments on February 4, 2027, and February 4, 2028. Another RSU grant is scheduled to vest one-third on June 2 of 2026, 2027, and 2028, subject to the award terms.

Did Michael E. Dixon make any open-market purchases or sales of Graham Corp (GHM) stock?

The reported transactions involve RSU vesting, derivative conversion, and shares withheld for taxes, with transaction codes M and F. There are no open-market purchase (P) or sale (S) transactions reported in this Form 4, based on the provided transaction codes and descriptions.