Thoren Daniel J. 4

What Happened
Daniel J. Thoren, Executive Chairman and Director of Graham Corporation (GHM), had 6,089 restricted stock units (RSUs) convert into common stock on 2026-05-17. Of those shares, 1,800 were withheld to satisfy tax withholding obligations at $98.28 per share, resulting in $176,904 in tax withholding. The conversion is reported as derivative exercise/conversion (transaction code M) and the withholding is reported as a disposition for tax purposes (transaction code F).

Key Details

• Transaction date (event): 2026-05-17; Form 4 filed: 2026-05-18 (timely filing).
• Conversion: 6,089 RSUs converted to 6,089 common shares at $0.00 per share (code M).
• Tax withholding: 1,800 shares withheld/disposed at $98.28 each = $176,904 (code F).
• Footnotes: the awards are RSUs that convert one-for-one into common shares (F1); the RSUs vested on 5/17/2026 (F4); shares were withheld to cover tax obligations upon vesting (F3). Footnotes also note 540 shares relate to the Employee Stock Purchase Plan (ESPP) (F2) and other RSU tranches vest on future dates (F5, F6).
• Shares owned after the transaction are not specified in the provided filing excerpt.

Context

• This was an RSU vesting event (conversion of restricted stock units), not an open-market purchase or discretionary sale. The withholding of 1,800 shares to cover taxes is a routine administrative step (often called a “sell-to-cover” or share withholding), not necessarily a market signal.
• Transaction codes: M = exercise/conversion of derivative (here, RSUs converting to shares); F = shares withheld/disposed to satisfy tax withholding.