0001415889-24-011154.txt : 20240418 0001415889-24-011154.hdr.sgml : 20240418 20240418185904 ACCESSION NUMBER: 0001415889-24-011154 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240416 FILED AS OF DATE: 20240418 DATE AS OF CHANGE: 20240418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Collins Charles Edwin IV CENTRAL INDEX KEY: 0001791800 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31756 FILM NUMBER: 24855297 MAIL ADDRESS: STREET 1: 68 HICKORY DRIVE CITY: SOUTH GLASTONBURY STATE: CT ZIP: 06073 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARGAN INC CENTRAL INDEX KEY: 0000100591 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 131947195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: ONE CHURCH STREET SUITE 201 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301 315-0027 MAIL ADDRESS: STREET 1: ONE CHURCH STREET SUITE 201 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: PUROFLOW INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA DYNAMICS CORP DATE OF NAME CHANGE: 19830522 4 1 form4-04182024_100455.xml X0508 4 2024-04-16 0000100591 ARGAN INC AGX 0001791800 Collins Charles Edwin IV 68 HICKORY DRIVE SOUTH GLASTONBURY CT 06073 false true false false CHIEF EXECUTIVE OFFICER, GEMMA 0 Common Stock 2024-04-16 4 M 0 964 0 A 7846 D Common Stock 2024-04-17 4 M 0 918 0 A 8764 D Common Stock 2024-04-17 4 M 0 826 0 A 9590 D Common Stock 2024-04-18 4 M 0 1886 0 A 11476 D Common Stock 2024-04-18 4 M 0 848 0 A 12324 D Time Based Restricted Stock Units 0 2024-04-16 4 M 0 1666 0 D Common Stock 1666 11668 D Option to Purchase Common Stock 61.22 2024-04-16 4 A 0 1500 0 A 2025-04-16 2034-04-16 Common Stock 1500 59000 D Time Based Restricted Stock Units 0 2024-04-16 4 A 0 4000 0 A Common Stock 4000 15668 D Performance Based Restricted Stock Units 0 2024-04-16 4 A 0 1000 0 A Common Stock 1000 4000 D Performance Based Restricted Stock Units 0 2024-04-16 4 D 0 1000 0 D Common Stock 1000 3000 D Renewable Performance Based Restricted Stock Units 0 2024-04-16 4 A 0 5000 0 A Common Stock 5000 21500 D Earnings Per Share Performance Based Restricted Stock Units 0 2024-04-16 4 A 0 2000 0 A Common Stock 2000 4500 D Time Based Restricted Stock Units 0 2024-04-17 4 M 0 1667 0 D Common Stock 1667 14001 D Renewable Performance Based Restricted Stock Units 0 2024-04-17 4 M 0 1500 0 D Common Stock 1500 20000 D Time Based Restricted Stock Units 0 2024-04-18 4 M 0 3333 0 D Common Stock 3333 10668 D Renewable Performance Based Restricted Stock Units 0 2024-04-18 4 M 0 1500 0 D Common Stock 1500 18500 D Renewable Performance Based Restricted Stock Units 0 2024-04-18 4 D 0 3000 0 D Common Stock 3000 15500 D Pursuant to the three-year vesting schedule of the Time-Based Restricted Stock Unit ("TRSU") awarded to the Reporting Person on April 16, 2021, 1,666 shares of Common Stock became issuable to the Reporting Person on April 16, 2024. Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 17, 2023, 1,667 shares of Common Stock became issuable to the Reporting Person on April 17, 2024. Pursuant to the one-year performance period vesting schedule of the RRSU awarded to the Reporting Person on April 17, 2023, 1,500 shares of the Issuer's Common stock became issuable to the Reporting Person on April 17, 2024. Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 18, 2022, 3,333 shares of Common Stock became issuable to the Reporting Person on April 18, 2024. Pursuant to the one-year performance period vesting schedule of the RRSU awarded to the Reporting Person on April 18, 2022, 1,500 shares of the Issuer's Common stock became issuable to the Reporting Person on April 18, 2024. On April 16, 2024, the Reporting Person received 10-year options to purchase 1,500 shares of the Issuer's common stock with an exercise price of $61.22 per share. The options will vest ratably over three years on each anniversary of the grant date starting on 4/16/2025. On April 16, 2024 the Reporting Person was granted TRSUs covering 4,000 shares of common stock. The TRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 4/16/2025. On April 16, 2024, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 1,000 shares (the "Target"), 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 2024 Proxy Statement. Each PBRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the Target, 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. PRSUs awarded on 4/16/2021 were forfeited due to failure to achieve the required TSR ranking. On April 16, 2024 the Reporting Person was granted Renewable Performance-Based Restricted Stock Units (the "RRSUs") in the target number of 5,000 shares, the vesting of which is subject to Gemma Power Systems, LLC and its affiliates obtaining new renewable energy projects with an aggregate contract value exceeding certain identified hurdle amounts for each of the performance periods. The four performance periods cover three consecutive one-year periods each with a target number of 1,000 shares and a cumulative total at the end of the three-year performance period with a target number of 2,000 shares. The awards will be more fully described in the Issuer's 2024 Proxy Statement. Each RRSU represents a contingent right to receive one share of the Issuer's common stock. On April 16, 2024, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 2,000 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2025, 2026 and 2027 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2022, 2023 and 2024. The pay-out ratio of the Target, 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. RRSUs awarded on 4/18/2022 were forfeited due to failure to achieve the required renewable projects hurdle. /s/ Charles Collins 2024-04-18