Griffin William F Jr 4

What Happened
William F. Griffin Jr., ARGAN Inc. (AGX) Non‑Executive Chairman and director, received a grant of 3,339 performance‑based restricted stock units (EPSRSUs) on April 8, 2026. The award was granted at $0.00 (no cash purchase); the RSUs are a derivative award that may convert to common shares if performance targets are met. The ultimate payout can range from 0% to 200% of the 3,339 target shares depending on EPS performance over the three‑year performance period.

Key Details

• Transaction date: April 8, 2026; Form 4 filed April 10, 2026 (no late filing indicated).
• Transaction type/code: Award/Grant (A); 3,339 EPS performance‑based RSUs; grant price reported $0.00.
• Shares owned after transaction: Not disclosed in the provided filing.
• Footnote summary: Vesting/payout depends on the sum of ARGAN’s Earnings Per Share (EPS) for fiscal years ending Jan 31, 2027–2029 versus target compounded growth based on the sum of EPS for fiscal years ended Jan 31, 2024–2026; payout ratio based on degree of achievement at end of the three‑year performance period (0%–200%).
• These are performance‑based RSUs (derivative grant), not an open‑market purchase or sale.

Context
Performance RSUs typically do not result in immediately tradable shares; they convert to common stock only if and when performance and any other vesting conditions are satisfied. Such grants are a form of compensation and align pay with company performance rather than indicating an immediate insider market view.