STOCK TITAN

Graham Corp (NYSE: GHM) chair exercises 6,089 RSUs, 1,800 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Graham Corp Executive Chairman Daniel J. Thoren reported compensation-related equity activity involving restricted stock units and common shares. On May 17, 2026, he exercised 6,089 restricted stock units that convert into common stock on a one-for-one basis, receiving the same number of common shares.

To cover tax withholding obligations upon the vesting of these RSUs, 1,800 common shares were withheld at $98.28 per share rather than being sold in the open market. After these transactions, Thoren directly held 358,412 common shares.

He also continues to hold RSU awards that convert into common stock, including awards linked to 1,588 and 11,086 underlying common shares that vest in scheduled annual installments through 2028. The filing characterizes these movements as exercises and tax withholding, not open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Thoren Daniel J.
Role Executive Chairman
Type Security Shares Price Value
Exercise Restricted Stock Units 6,089 $0.00 --
Exercise Common Stock 6,089 $0.00 --
Tax Withholding Common Stock 1,800 $98.28 $177K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 358,412 shares (Direct, null)
Footnotes (1)
  1. These restricted stock units convert into common stock on a one-for-one basis ("RSUs"). Includes 540 shares acquired under the Graham Corporation Employee Stock Purchase Plan. 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.
RSUs exercised 6,089 shares Restricted stock units converted into common stock on May 17, 2026
Shares withheld for taxes 1,800 shares at $98.28 Tax-withholding disposition on vesting date
Direct common shares held 358,412 shares Total direct ownership after May 17, 2026 transactions
Remaining RSU underlying shares (grant 1) 1,588 shares RSUs converting one-for-one into common stock, vesting in installments
Remaining RSU underlying shares (grant 2) 11,086 shares RSUs vesting one-third on June 2, 2026, 2027 and 2028
Tax-withholding code Code F Payment of tax liability by delivering 1,800 securities
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.
Employee Stock Purchase Plan financial
"Includes 540 shares acquired under the Graham Corporation Employee Stock Purchase Plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
tax withholding obligations financial
"Shares withheld to cover tax withholding obligations upon the vesting of RSUs."
vest financial
"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."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
SEC Form 4
FORM 4UNITED 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*
Thoren Daniel 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/17/2026M6,089A$0(1)358,412(2)D
Common Stock05/17/2026F1,800(3)D$98.28356,612D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(1)05/17/2026M6,089 (4) (4)Common Stock6,089$00D
Restricted Stock Units$0(1) (5) (5)Common Stock11,08611,086D
Restricted Stock Units$0(1) (6) (6)Common Stock1,5881,588D
Explanation of Responses:
1. These restricted stock units convert into common stock on a one-for-one basis ("RSUs").
2. Includes 540 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 vested on 5/17/2026.
5. 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.
6. 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 Daniel J. Thoren05/18/2026
** Signature of Reporting PersonDate
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) report for Daniel J. Thoren on this Form 4?

The Form 4 shows Executive Chairman Daniel J. Thoren exercised 6,089 restricted stock units into common shares and had 1,800 shares withheld to satisfy tax obligations, updating his direct ownership and remaining equity awards.

How many GRAHAM CORP shares does Daniel J. Thoren hold after these transactions?

After the May 17, 2026 transactions, Daniel J. Thoren directly owns 358,412 shares of Graham common stock. This figure includes prior holdings and the newly issued shares from RSU vesting, net of shares withheld for taxes.

Were any of Daniel J. Thoren’s GHM transactions open-market buys or sells?

No open-market purchases or sales are reported. The filing describes an option-like RSU exercise for 6,089 shares and a tax-withholding disposition of 1,800 shares, which were withheld by the company to cover tax obligations on vested RSUs.

What restricted stock units remain outstanding for Daniel J. Thoren at GRAHAM CORP?

The filing shows remaining RSU awards tied to 1,588 and 11,086 underlying common shares. These RSUs vest in substantially equal installments on June 4, 2026 and 2027, and one-third annually on June 2, 2026, 2027, and 2028.

What price was used for the GHM shares withheld to cover Daniel J. Thoren’s taxes?

The 1,800 shares withheld to cover tax obligations were valued at $98.28 per share. This tax-withholding disposition is recorded under transaction code F, meaning shares were delivered to satisfy tax liabilities rather than sold in the market.