GRAHAM CORP 8-K

What Happened

• On April 14, 2026, Graham Corporation (GHM) entered into a Securities Purchase Agreement with certain accounts advised by T. Rowe Price Investment Management to sell 599,808 shares of common stock at $83.36 per share, for aggregate gross proceeds of $50.0 million. The PIPE (private investment in public equity) is expected to close on or about April 16, 2026, subject to customary closing conditions. The company also agreed to enter into Registration Rights Agreements with the investors at closing and issued a press release on April 15, 2026 announcing the transaction.

Key Details

• Shares sold: 599,808 common shares
• Price per share: $83.36; Aggregate gross proceeds: $50.0 million
• Expected close date: on or about April 16, 2026; investor: accounts advised by T. Rowe Price Investment Management
• Registration commitments: company will file a registration statement within 30 calendar days after closing and will use reasonable best efforts to have it declared effective by the earlier of (i) the 75th calendar day after initial filing if the SEC reviews, or (ii) the fifth business day after notice the SEC will not review
• Sale reliance: exemption from registration under Section 4(a)(2) or Rule 506(b) of Regulation D

Why It Matters

• The transaction provides Graham with $50 million of immediate gross capital, strengthening liquidity or funding corporate needs (the filing does not specify use of proceeds). Investors should note the issuance increases the number of shares outstanding and the new shares will be registered for resale after the company completes the required SEC registration process. The involvement of institutional accounts managed by T. Rowe Price may be viewed as support from established investors. The company disclosed the deal via an 8-K and press release in accordance with Regulation FD.