Dixon Michael E. 4

What Happened

• Michael E. Dixon, Vice President & General Manager of Barber‑Nichols at Graham Corporation, had 355 restricted stock units (RSUs) vest on February 4, 2026. Those RSUs converted one‑for‑one into 355 shares of GHM common stock (reported as a derivative conversion, code M).
• To cover tax withholding obligations, 120 of the newly issued shares were withheld (reported as code F) at an imputed price of $73.19 per share, resulting in $8,783 withheld. Net shares delivered to Dixon = 235 shares. No cash was paid to acquire the vested RSUs (conversion price reported as $0.00).

Key Details

• Transaction date: February 4, 2026 (reported on Form 4 filed March 25, 2026).
• Conversion: 355 RSUs → 355 shares at $0.00 (M); Tax withholding: 120 shares @ $73.19 = $8,783 (F).
• Net shares received: 235 shares (355 vested − 120 withheld).
• Shares owned after transaction: not specified on this Form 4.
• Relevant footnotes from the filing:
  • F1: 355 RSUs vested on 2/4/2026; remaining RSUs from that award vest in substantially equal installments on 2/4/2027 and 2/4/2028.
  • F2: Includes 34 shares acquired under the Graham Employee Stock Purchase Plan.
  • F3: Shares were withheld to satisfy tax withholding obligations upon vesting.
  • F4: A different RSU award in the filing vests one‑third on each of 6/2/2026, 6/2/2027 and 6/2/2028 (per the award notice).
• Filing timeliness: Form 4 was filed on March 25, 2026 for transactions dated February 4, 2026 — more than the typical two business days after the transaction.

Context

• This was an RSU vesting event (award conversion), not an open‑market sale or purchase. The withholding of shares to cover taxes is a routine, cashless way insiders satisfy tax obligations and does not represent an open‑market disposition of additional shares.
• Transaction codes: M = exercise/conversion of derivative (RSU vesting here); F = shares withheld for tax/payment of exercise price or tax liability.