Graham Corp (NYSE: GHM) chair exercises RSUs, uses 1,593 shares for taxes

Rhea-AI Filing Summary

Graham Corp Executive Chairman Daniel J. Thoren reported routine equity compensation activity. He exercised restricted stock units to acquire 5,543 shares of common stock, then had 1,593 shares withheld to cover tax obligations at $107.96 per share. After these transactions, he directly holds 360,939 common shares.

The RSUs convert into common stock on a one-for-one basis. Footnotes show additional RSU awards tied to future vesting dates in 2027, 2028 and 2029, indicating ongoing equity-based compensation rather than open-market trading.

Insider Trade Summary

5,543 shares exercised/converted

Mixed 5 txns

Insider Thoren Daniel J.

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,543	$0.00	--
Exercise	Common Stock	5,543	$0.00	--
Tax Withholding	Common Stock	1,593	$107.96	$172K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 5,543 shares (Direct, null); Common Stock — 362,532 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. 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

RSUs exercised: 5,543 shares Shares withheld for taxes: 1,593 shares Post-transaction holdings: 360,939 shares +3 more

6 metrics

RSUs exercised 5,543 shares RSUs converted into common stock on 2026-06-04

Shares withheld for taxes 1,593 shares Tax withholding disposition at $107.96 per share

Post-transaction holdings 360,939 shares Common stock directly owned after transactions

Withholding price $107.96 per share Value used for 1,593-share tax withholding

Remaining RSU tranche 1 629 underlying shares Restricted stock units convertible one-for-one into common stock

Remaining RSU tranche 2 1,059 underlying shares Restricted stock units convertible one-for-one into common stock

Key Terms

Restricted Stock Units, tax withholding obligations, one-for-one basis, vested, +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."

one-for-one basis financial

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

vested financial

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

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.

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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^*

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/04/2026		M		5,543	A	$0(1)	362,532	D
Common Stock	06/04/2026		F		1,593(2)	D	$107.96	360,939	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)	06/04/2026		M			5,543	(3)	(3)	Common Stock	5,543	$0	5,543	D
Restricted Stock Units	$0(1)							(4)	(4)	Common Stock	1,059		1,059	D
Restricted Stock Units	$0(1)							(5)	(5)	Common Stock	629		629	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 Daniel J. Thoren	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)

FAQ

What insider activity did GRAHAM CORP (GHM) report for Daniel J. Thoren?

Graham Corp reported that Executive Chairman Daniel J. Thoren exercised restricted stock units into 5,543 common shares and had 1,593 shares withheld for taxes. These are routine equity compensation events rather than open-market purchases or sales.

How many GRAHAM CORP (GHM) shares does Daniel J. Thoren own after this Form 4?

After the reported transactions, Daniel J. Thoren directly owns 360,939 shares of Graham Corp common stock. This reflects his position following the RSU exercise and related tax withholding disposition recorded on June 4, 2026.

Was the GRAHAM CORP (GHM) insider transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition of 1,593 shares at $107.96, coded F, to satisfy obligations from RSU vesting. This is not an open-market sale but a standard mechanism tied to equity compensation.

What restricted stock unit (RSU) awards does Daniel J. Thoren still hold at GRAHAM CORP (GHM)?

The filing shows remaining restricted stock units that convert one-for-one into 629 and 1,059 common shares. Footnotes describe staggered vesting schedules through 2027, 2028 and 2029, supporting ongoing long-term equity incentives.

What does the M and F transaction coding mean in the GRAHAM CORP (GHM) Form 4?

Code M indicates exercise or conversion of a derivative security, here RSUs converting into 5,543 common shares. Code F reflects 1,593 shares withheld to pay tax liabilities from vesting, not a discretionary market trade.