SEC Form 4 · accession 0000891839-26-000244
GRAHAM CORP · GHM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel J. Thoren
Officer — Executive Chairman · Director
Period of report
Jun 8, 2026
Accepted (ET)
Jun 10, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000716314
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 8, 2026 | A | 22,101 | $0.00 | A | 383,040 | D | |
| Common StockF2 | Jun 8, 2026 | F | 8,095 | $95.34 | D | 374,945 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,543 | 5,543 | D |
| Restricted Stock UnitsF3,F5 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,059 | 1,059 | D |
| Restricted Stock UnitsF3,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | 629 | 629 | D |
Explanation of responses
- F1These shares were awarded to Mr. Thoren upon the vesting of performance-based restricted stock units ("PSUs") granted to him under the 2020 Graham Corporation Equity Incentive Plan in a transaction exempt under Rule 16b-3. The shares underlying this award vested after three years based on the Company's achievement on certain pre-determined performance measures over the eligible three-year period that ended on 3/31/2026.
- F2Shares withheld to cover tax withholding obligations upon the vesting of PSUs.
- F3These restricted stock units convert into common stock on a one-for-one basis ("RSUs").
- F4Two-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.
- F5One-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.
- F6These 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.