Dixon Michael E. 4

4 · GRAHAM CORP · Filed Jun 3, 2026

AI-generated summary of this filing

Updated Jun 4, 2026

Graham (GHM) VP Michael E. Dixon Exercises RSUs; Shares Withheld

What Happened

Michael E. Dixon, Vice President & General Manager of Barber‑Nichols (an affiliate of Graham Corp), had restricted stock units (RSUs) reported in this filing. On 2026-06-01 a grant/award of 966 RSUs was recorded. On 2026-06-02, 762 derivative shares were converted/exercised into common stock (reported at $0.00 exercise price) and 235 shares were disposed/withheld to cover tax withholding obligations at $106.11 per share (total tax withholding value reported: $24,936).
These transactions reflect RSU vesting/conversion and routine share withholding for taxes rather than an open-market purchase or discretionary sale.

Key Details

Transaction dates and prices:
- 2026-06-01: Grant/award of 966 RSUs (acquired, $0.00 per share).
- 2026-06-02: Exercise/conversion of 762 derivative shares ($0.00).
- 2026-06-02: 235 shares withheld/disposed to cover taxes at $106.11 per share, proceeds/value $24,936.
Shares owned after transaction: Not specified in the information provided in this summary/filing extract.
Footnotes / notable notes from the filing:
- F1: These restricted stock units convert into common stock on a one‑for‑one basis ("RSUs").
- F2: Shares were withheld to cover tax withholding obligations upon RSU vesting.
- F3–F5: Vesting schedules vary by award — one award noted one‑third vested on 6/2/2026 with the balance vesting in equal installments in later years; other awards reference vesting on 6/1/2027–6/1/2029 or installments on 2/4/2027 and 2/4/2028. (See filing footnotes for exact award-by-award vesting.)
Timeliness: Filing date 2026-06-03 for transactions on 2026-06-01 and 06-02 — appears to be timely (no late filing indicated).

Context

These entries report RSU vesting/conversion and withholding for taxes. The $0.00 exercise price and the footnotes indicate these were RSU conversions (not option purchases).
The withholding/disposition of 235 shares is a routine tax-withholding action tied to vesting and does not, by itself, indicate the insider’s view of the company’s stock.

Form 4

Period: 2026-06-01

VP & GM of Barber-Nichols

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-06-02+762→ 1,498 total
Tax Payment
Common Stock
[F2]
2026-06-02$106.11/sh−235$24,936→ 1,263 total
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-06-02−762→ 1,525 total
Exercise: $0.00→ Common Stock (762 underlying)
Award
Restricted Stock Units
[F1][F4]
2026-06-01+966→ 966 total
Exercise: $0.00→ Common Stock (966 underlying)

Holdings

Restricted Stock Units
[F1][F5]
Exercise: $0.00→ Common Stock (711 underlying)
711

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.

Signature

/s/ Christina McLeod, Attorney-in-Fact for Michael E. Dixon|2026-06-03

1 file