Business Context and Reporting Period
Graham Corporation (NYSE: GHM) filed a Current Report on Form 8-K dated April 14, 2026. The filing discloses the entry into a Material Definitive Agreement and the unregistered sale of equity securities. The company is incorporated in Delaware and maintains its principal executive offices in Batavia, New York.
Key Financial Metrics and Transaction Details
The filing details a Private Investment in Public Equity (PIPE) transaction with the following specific metrics:
- Transaction Type: Sale of common stock via a Securities Purchase Agreement.
- Investors: Certain accounts advised by T. Rowe Price Investment Management, Inc.
- Shares Issued: 599,808 shares of common stock (par value $0.10 per share).
- Price Per Share: $83.36.
- Aggregate Gross Proceeds: $50 million.
- Expected Closing Date: On or about April 16, 2026.
The filing does not provide data on the company's historical revenue, profit, cash flow, margins, debt, or liquidity positions.
Material Changes and Agreements
The primary material change is the execution of the PIPE transaction. Key contractual terms include:
- Registration Rights: The Company agreed to enter into a Registration Rights Agreement with the Investors on the closing date.
- Registration Timeline: The Company must file a registration statement with the SEC within 30 calendar days following the closing.
- Effectiveness Targets: The Company will use reasonable best efforts to have the registration statement declared effective by the 75th calendar day if reviewed by the SEC, or the fifth Business Day after notification that no review is required.
- Exemption: The sale relies on an exemption from registration under Section 4(a)(2) of the Securities Act or Rule 506(b) of Regulation D.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond standard closing conditions. The transaction is subject to customary closing conditions. A press release announcing the PIPE was issued on April 15, 2026, but the content of that release is not included in the text of this filing.
Investor Verification Checklist
- Verify the actual closing of the transaction on or about April 16, 2026.
- Confirm the filing of the registration statement within 30 days of closing as required by the Registration Rights Agreement.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Registration Rights Agreement (Exhibit 10.2) for specific covenants and indemnification obligations.
- Check the press release (Exhibit 99.1) for additional context on the use of proceeds or strategic rationale not detailed in the 8-K text.