Graham CEO exercises RSUs, covers taxes with shares

Graham Corp President and CEO Matthew Malone reported routine equity compensation activity.

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Form Type

Rhea-AI Filing Summary

Graham Corp President and CEO Matthew Malone reported routine equity compensation activity. On June 4, 2026, he exercised 1,291 Restricted Stock Units (RSUs), which convert into common stock on a one-for-one basis. In connection with this vesting, 371 shares of common stock were withheld to cover tax withholding obligations.

Following these transactions, Malone directly holds 57,487 shares of Graham common stock. He also continues to hold RSU awards that are scheduled to vest over future dates, representing 6,036 and 5,082 underlying shares of common stock, subject to their stated vesting schedules.

Insider Trade Summary

1,291 shares exercised/converted

Exercise 5 txns

Insider Malone Matthew

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,291	$0.00	$0.00
Exercise	Common Stock	1,291	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	371	$107.96	$40K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 12,409 contracts for 11,118 underlying shares (Direct); Common Stock — 57,487 shares (Direct)

Footnotes (5)

F1. These restricted stock units convert into common stock on a one-for-one basis ("RSUs").
F2. Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
F3. 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.
F4. 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.
F5. 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

RSUs exercised: 1,291 shares Tax withholding shares: 371 shares at $107.96/share Common shares held: 57,487 shares +3 more

6 metrics

RSUs exercised 1,291 shares Restricted Stock Units converting to Common Stock on June 4, 2026

Tax withholding shares 371 shares at $107.96/share Shares withheld to cover tax obligations on June 4, 2026

Common shares held 57,487 shares Direct common stock holdings after transactions on June 4, 2026

RSU underlying shares grant 1 6,036 shares Underlying common shares for one RSU award, vesting through June 4, 2027

RSU underlying shares grant 2 5,082 shares Underlying common shares for another RSU award, vesting through June 2, 2028

RSU conversion ratio 1:1 Each RSU converts into one share of Graham common stock

Key Terms

Restricted Stock Units, RSUs, tax withholding obligations, derivative security, +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.

RSUs financial

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

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

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.

vests financial

"Two-thirds of the original grant of these RSUs vested in substantially equal installments..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did Graham Corp (GHM) report for Matthew Malone?

Graham Corp reported that President and CEO Matthew Malone exercised 1,291 RSUs that convert into common stock one-for-one. In the same event, 371 common shares were withheld to satisfy tax obligations related to the RSU vesting, a standard compensation-related transaction.

How many Graham Corp shares does CEO Matthew Malone hold after this Form 4?

After the June 4, 2026 transactions, Matthew Malone directly holds 57,487 shares of Graham Corp common stock. This figure reflects the RSU conversion and the 371-share tax withholding, giving investors a clear snapshot of his post-transaction equity position.

What was the purpose of the 371 Graham Corp shares disposed in this filing?

The 371 shares of Graham Corp common stock were withheld to cover tax withholding obligations when RSUs vested. This tax-related disposition is coded as an F transaction and is not an open-market sale, but a standard mechanism to pay required taxes.

What RSU positions does Matthew Malone retain in Graham Corp (GHM)?

Matthew Malone continues to hold RSU awards linked to 6,036 and 5,082 underlying Graham Corp common shares. These RSUs vest in installments on specified future dates, so additional common stock may be delivered to him over the outlined vesting schedule.

At what price were the Graham Corp shares withheld for taxes valued in this Form 4?

The 371 Graham Corp shares withheld for tax obligations were valued at $107.96 per share. This valuation figure appears in the Form 4 for the F-coded transaction and is used solely for the tax-withholding disposition associated with the RSU vesting event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/08/2026 - 04:30 PM

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^*

Malone Matthew

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/04/2026		M		1,291	A	$0⁽¹⁾	57,858	D
Common Stock	06/04/2026		F		371⁽²⁾	D	$107.96	57,487	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽¹⁾	06/04/2026		M			1,291	⁽³⁾	⁽³⁾	Common Stock	1,291	$0	1,291	D
Restricted Stock Units	$0⁽¹⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	5,082		5,082	D
Restricted Stock Units	$0⁽¹⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	6,036		6,036	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. 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.

4. 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.

5. 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.

	/s/ Christina McLeod, Attorney-in-Fact for Matthew Malone	06/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR