Joshua S. Baugher - 16 Apr 2025 Form 4 Insider Report for ARGAN INC (AGX)

Signature
/s/ Joshua S. Baugher
Issuer symbol
AGX
Transactions as of
16 Apr 2025
Net transactions value
+$148,720
Form type
4
Filing time
06 May 2025, 17:16:27 UTC
Previous filing
06 May 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Baugher Joshua Scott Chief Financial Officer 4075 WILSON BOULEVARD, SUITE 440, ARLINGTON /s/ Joshua S. Baugher 06 May 2025 0002066213

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGX Common Stock Options Exercise $0 +538 +143% $0.000000 913 16 Apr 2025 Direct F1
transaction AGX Common Stock Options Exercise $0 +322 +35% $0.000000 1,235 17 Apr 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AGX Time-Based Restricted Stock Units Options Exercise $0 -1,000 -24% $0.000000 3,167 16 Apr 2025 Common Stock 1,000 $0.000000 Direct F1
transaction AGX Time-Based Restricted Stock Units Award $0 +2,000 +63% $0.000000 5,167 16 Apr 2025 Common Stock 2,000 $0.000000 Direct F3
transaction AGX Time-Based Restricted Stock Units Options Exercise $0 -583 -11% $0.000000 4,584 17 Apr 2025 Common Stock 583 $0.000000 Direct F2
transaction AGX Option to Purchase Common Stock Award $148,720 +1,000 +67% $148.72 2,500 16 Apr 2025 Common Stock 1,000 $148.72 Direct F4
transaction AGX Performance-Based Restricted Stock Units Award $0 +1,500 $0.000000 1,500 16 Apr 2025 Common Stock 1,500 $0.000000 Direct F5
transaction AGX Earnings Per Share Performance-Based Restricted Stock Units Award $0 +3,750 $0.000000 3,750 16 Apr 2025 Common Stock 3,750 $0.000000 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the three-year vesting schedule of the Time-Based Restricted Stock Unit ("TRSU") awarded to the Reporting Person on April 16, 2024, 1,000 shares of Common Stock became issuable to the Reporting Person on April 16, 2025.
F2 Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 17, 2023, 583 shares of Common Stock became issuable to the Reporting Person on April 17, 2025.
F3 On April 16, 2025, the Reporting Person was granted TRSUs covering 2,000 shares of common stock. The TRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 4/16/2026.
F4 On April 16, 2025, the Reporting Person received 10-year options to purchase 1,000 shares of the Issuer's common stock with an exercise price of $148.72 per share. The options will vest ratably over three years on each anniversary of the grant date starting on 4/16/2026.
F5 On April 16, 2025, the Reporting Person was granted Performance-Based Restricted Stock Units ("PRSUs") in the target number of 1,500 shares, the vesting of which is subject to the rank of the Total Stock Return ("TSR") of the Issuer's common stock over a three-year period, as determined by the Issuer's Board of Directors, to the comparable TSRs of 12 peer public companies to be disclosed in the Issuer's 2025 Proxy Statement. Each PRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the target number of 1,500 shares, ranging from 0% to 200%, will depend on the degree of achievement of the TSR ranking. The determination of the number of shares of common stock to be issued shall occur at the end of the three-year performance period.
F6 On April 16, 2025, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 3,750 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2026, 2027 and 2028 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2023, 2024 and 2025. The pay-out ratio of the target number of 3,750 shares, ranging from 0% to 200%, will depend on the degree of achievement of the EPS ranking at the end of the three-year performance period.