What does a tax-withholding share disposition mean in Michael E. Dixon’s Graham Corp (GHM) filing?

A tax-withholding disposition means shares are withheld by the issuer to cover income tax due when RSUs vest. In this case, 235 Graham Corp shares were withheld automatically, so there was no open-market sale by Dixon; it was a mechanism to satisfy tax obligations on vesting.

Graham VP exercises RSUs, withholds shares for tax

Graham Corp VP & GM of Barber-Nichols Michael E. Dixon reported compensation-related equity activity involving restricted stock units (RSUs) and common stock.

Filing Impact

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Filing Sentiment

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Sentiment and the balance of points

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Form Type

Rhea-AI Filing Summary

Graham Corp VP & GM of Barber-Nichols Michael E. Dixon reported compensation-related equity activity involving restricted stock units (RSUs) and common stock. On June 2, 2026, 762 RSUs converted into 762 shares of common stock, and 235 shares were withheld to cover tax obligations.

He also received a new grant of 966 RSUs on June 1, 2026 under the 2020 Graham Corporation Equity Incentive Plan. Following these transactions, he directly holds 1,263 shares of common stock and retains RSUs representing 711 underlying common shares, which vest in stages between 2026 and 2029.

Insider Trade Summary

762 shares exercised/converted

Exercise 5 txns

Insider Dixon Michael E.

Role VP & GM of Barber-Nichols

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	762	$0.00	$0.00
Exercise	Common Stock	762	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	235	$106.11	$25K
Grant/Award	Restricted Stock Units	966	$0.00	$0.00
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 3,202 contracts for 711 underlying shares (Direct); Common Stock — 1,263 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. 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.
F4. These RSUs 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 one-third on each of 6/1/2027, 6/1/2028 and 6/1/2029.
F5. These RSUs vest in substantially equal installments on each of 2/4/2027 and 2/4/2028, except as otherwise provided in the award notice.

Key Figures

RSUs converted: 762 shares Shares withheld for tax: 235 shares Direct common shares after transactions: 1,498 shares +3 more

6 metrics

RSUs converted 762 shares RSUs converting into Graham Corp common stock on June 2, 2026

Shares withheld for tax 235 shares Common shares withheld to cover RSU tax obligations on June 2, 2026

Direct common shares after transactions 1,498 shares Total Graham Corp common stock directly held after June 2, 2026 activity

New RSU grant 966 RSUs Restricted stock units granted on June 1, 2026 under 2020 Equity Incentive Plan

Remaining RSUs 711 underlying shares RSUs outstanding representing 711 underlying common shares after reported transactions

Tax-withholding price $106.11 per share Value used for 235-share tax-withholding disposition on June 2, 2026

Key Terms

Restricted Stock Units, tax withholding obligations, 2020 Graham Corporation Equity Incentive Plan, Rule 16b-3

4 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."

2020 Graham Corporation Equity Incentive Plan financial

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

Rule 16b-3 regulatory

"These RSUs 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.

FAQ

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

What insider transactions did Graham Corp (GHM) VP Michael E. Dixon report?

Michael E. Dixon reported RSU-related equity activity, including 762 restricted stock units converting into common stock, 235 shares withheld for taxes, and a new grant of 966 RSUs. All transactions reflect compensation and vesting, not open-market buying or selling of Graham Corp shares.

How many Graham Corp (GHM) shares did Michael E. Dixon acquire and dispose in this Form 4?

Dixon acquired 762 Graham Corp common shares through the conversion of restricted stock units. Of those, 235 shares were disposed of to satisfy tax withholding obligations. These dispositions were not open-market sales but shares withheld by the company to cover associated tax liabilities on vesting.

What new restricted stock unit awards did Michael E. Dixon receive from Graham Corp (GHM)?

Dixon received a grant of 966 restricted stock units under the 2020 Graham Corporation Equity Incentive Plan. These RSUs represent future rights to receive an equal number of common shares and vest in three annual installments between June 1, 2027 and June 1, 2029, subject to award terms.

How many Graham Corp (GHM) shares does Michael E. Dixon hold after these transactions?

After the reported transactions, Dixon directly holds 1,498 shares of Graham Corp common stock. In addition, he holds restricted stock units tied to 711 underlying common shares, which are scheduled to vest over time according to the specific vesting dates described in the RSU award footnotes.

How do Michael E. Dixon’s Graham Corp (GHM) RSUs vest over time?

Some RSUs vest one-third on June 2, 2026, 2027, and 2028, while another grant vests one-third each on June 1, 2027, 2028, and 2029. Additional RSUs vest in equal installments on February 4, 2027 and February 4, 2028, as outlined in the award notices.

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 06/03/2026 - 04:31 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^*

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)
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)
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	06/02/2026		M		762	A	$0⁽¹⁾	1,498	D
Common Stock	06/02/2026		F		235⁽²⁾	D	$106.11	1,263	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⁾	06/02/2026		M			762	⁽³⁾	⁽³⁾	Common Stock	762	$0	1,525	D
Restricted Stock Units	$0⁽¹⁾	06/01/2026		A		966		⁽⁴⁾	⁽⁴⁾	Common Stock	966	$0	966	D
Restricted Stock Units	$0⁽¹⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	711		711	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. 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.

4. These RSUs 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 one-third on each of 6/1/2027, 6/1/2028 and 6/1/2029.

5. These RSUs vest in substantially equal installments on each of 2/4/2027 and 2/4/2028, except as otherwise provided in the award notice.

	/s/ Christina McLeod, Attorney-in-Fact for Michael E. Dixon	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)

Source: View Original Filing on SEC EDGAR