Graham director exercises 1,956 RSUs, receives grant

Graham Corp director Cari L. Jaroslawsky increased her equity stake through routine compensation-related transactions.

Rhea-AI Filing Summary

Graham Corp director Cari L. Jaroslawsky increased her equity stake through routine compensation-related transactions. On June 2, 2026, 1,956 restricted stock units vested and converted into the same number of common shares on a one-for-one basis, raising her direct common stock holdings to 18,623 shares. A footnote explains these vested units converted into common stock upon vesting.

Separately, on June 1, 2026, she received a new grant of 905 restricted stock units under the 2020 Graham Corporation Equity Incentive Plan, also on a one-for-one basis into common stock. According to the filing, this grant is exempt under Rule 16b-3 and, unless otherwise provided in the award notice, will vest on June 1, 2027.

Insider Trade Summary

1,956 shares exercised/converted

Exercise 3 txns

Insider Jaroslawsky Cari L

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,956	$0.00	$0.00
Exercise	Common Stock	1,956	$0.00	$0.00
Grant/Award	Restricted Stock Units	905	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 905 contracts (Direct); Common Stock — 18,623 shares (Direct)

Footnotes (2)

1. F1. These restricted stock units, which vested on 6/2/2026, converted into common stock on a one-for-one basis.
2. F2. These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the 2020 Graham Corporation Equity Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on 6/1/2027.

Key Figures

RSUs converted: 1,956 restricted stock units New RSU grant: 905 restricted stock units Common shares held: 18,623 shares +2 more

5 metrics

RSUs converted 1,956 restricted stock units Vested and converted into common stock on June 2, 2026

New RSU grant 905 restricted stock units Granted on June 1, 2026 under 2020 Equity Incentive Plan

Common shares held 18,623 shares Direct holdings after RSU conversion

Exercise/Conversion transactions 1 transaction, 1,956 shares Derivative exercise/conversion coded M on June 2, 2026

Award transaction 905 RSUs Grant coded A on June 1, 2026, exempt under Rule 16b-3

Key Terms

Restricted Stock Units, Rule 16b-3, Equity Incentive Plan

3 terms

Restricted Stock Units financial

"These restricted stock units, which vested on 6/2/2026, converted into common stock on a one-for-one basis."

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.

Rule 16b-3 regulatory

"were granted under the 2020 Graham Corporation Equity Incentive Plan in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Equity Incentive Plan financial

"were granted under the 2020 Graham Corporation Equity Incentive Plan in a transaction exempt under Rule 16b-3"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

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

What insider transactions did Graham Corp (GHM) director Cari L. Jaroslawsky report?

Director Cari L. Jaroslawsky reported routine equity compensation activity, including the vesting and conversion of 1,956 restricted stock units into common stock and a new grant of 905 restricted stock units under the 2020 Graham Corporation Equity Incentive Plan.

How many Graham Corp (GHM) shares does the director hold after these Form 4 transactions?

After the reported transactions, Cari L. Jaroslawsky directly holds 18,623 shares of Graham Corp common stock. This figure reflects the conversion of 1,956 vested restricted stock units into common shares and does not include the 905 unvested restricted stock units granted on June 1, 2026.

What happened to the 1,956 restricted stock units reported in Graham Corp (GHM) director’s Form 4?

The 1,956 restricted stock units vested on June 2, 2026 and converted into 1,956 shares of Graham Corp common stock on a one-for-one basis, as described in the footnotes. Following this conversion, the restricted stock unit position associated with this grant was reduced to zero.

What are the terms of the 905 restricted stock units granted to the Graham Corp (GHM) director?

The director received 905 restricted stock units on June 1, 2026 under the 2020 Graham Corporation Equity Incentive Plan. These units convert into common stock on a one-for-one basis and, unless otherwise stated in the award notice, are scheduled to vest on June 1, 2027.

Are the Graham Corp (GHM) restricted stock unit transactions exempt under Rule 16b-3?

The Form 4 states that the 905 restricted stock units granted on June 1, 2026 were issued under the 2020 Graham Corporation Equity Incentive Plan in a transaction exempt under Rule 16b-3, which typically governs insider equity compensation arrangements approved by a company’s board or compensation committee.

Do the Graham Corp (GHM) Form 4 transactions involve any open-market buying or selling?

The reported transactions reflect equity compensation activity only, including the vesting and conversion of restricted stock units and a new restricted stock unit grant. The filing does not report any open-market purchases or sales, and the transaction codes used are for awards and derivative exercises.

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

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Accepted by SEC EDGAR 06/03/2026 - 04:33 PM Learn about SEC filing dates

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^*

Jaroslawsky Cari L

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/02/2026		M		1,956	A	$0(1)	18,623	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)	06/02/2026		M			1,956	(1)	(1)	Common Stock	1,956	$0	0	D
Restricted Stock Units	$0(2)	06/01/2026		A		905		(2)	(2)	Common Stock	905	$0	905	D

Explanation of Responses:

1. These restricted stock units, which vested on 6/2/2026, converted into common stock on a one-for-one basis.

2. These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the 2020 Graham Corporation Equity Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on 6/1/2027.

	/s/ Christina McLeod, Attorney-in-Fact for Cari L. Jaroslawsky	06/03/2026
	** 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)