8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of Earliest Event Reported): August 21, 2024

ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-31756	13-1947195
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Church Street, Suite 201, Rockville, MD	20850
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (301) 315-0027

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of Each Class:	Trading Symbol(s):	Name of Each Exchange on Which Registered:
Common Stock, $0.15 Par Value	AGX	New York Stock Exchange

Item 8.01. Other Events.

Today, Argan, Inc. (“Argan” or the “Company”) announced that Chief Financial Officer, Richard H. Deily, 71, will retire effective September 15, 2024, after a distinguished 40-year career in senior financial management, which includes a 17-year tenure with the Company. Josh Baugher, who has served as Vice President and Corporate Controller for Argan since 2022, will succeed Mr. Deily as Chief Financial Officer.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release issued by Argan on August 21, 2024
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARGAN, INC.
Date: August 21, 2024	By:	/s/ Richard H. Deily
		Richard H. Deily
		Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary

EX-99.1

Exhibit 99.1

Argan, Inc. Announces Chief Financial Officer Retirement and Succession

August 21, 2024 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) today announces that Chief Financial Officer, Richard H. Deily, 71, will retire effective September 15, 2024, after a distinguished 40-year career in senior financial management, which includes a 17-year tenure with the Company. Josh Baugher, who has served as Vice President and Corporate Controller for Argan since 2022, will succeed Mr. Deily as Chief Financial Officer.

Mr. Deily joined Argan in October 2007 as Corporate Controller and was named Vice President, Corporate Controller in January 2015. He has served as Chief Financial Officer since August 2022.Before joining Argan, his career included senior financial management roles with publicly traded companies in various industries, including construction, commercial software, telecommunications, government contracting and electronics manufacturing.

David Watson, President and Chief Executive Officer of Argan, commented, “On behalf of the entire Argan team and Board, I would like to thank Hank for his valuable contributions during his 17 years with the Company. He has been integral to our creation of a first-in-class finance organization, and we are appreciative of his dedication to Argan’s success. As a testament to his commitment and loyalty to the team, Hank will continue to help in a reduced role to ensure this transition is a success. Most importantly, we wish him all the best in his well-earned retirement.”

Josh Baugher brings nearly 20 years of financial leadership, strategic insight, and accounting experience. Prior to joining Argan, Mr. Baugher oversaw the financial reporting and technical accounting at Charles River Associates (NASDAQ: CRAI), an international consulting firm headquartered in Boston. Mr. Baugher began his career at CohnReznick, a top 20 national accounting firm, where he managed a diverse portfolio of clients, including developers, residential and commercial real estate entities, asset managers, tax-credit syndicators, investment funds, and loan originators and servicers. Throughout his career, he has provided technical and operational guidance on corporate development, business process improvements, and other accounting and finance matters. A licensed Certified Public Accountant in the State of Maryland, Mr. Baugher holds a Bachelor of Science degree in accounting from George Mason University.

“Josh has been a pivotal member of our finance team and has worked closely with both Hank and me in all facets of our financial reporting and strategies. His financial accounting and reporting skills are very strong, and he has a solid understanding of Argan’s priorities as they relate to capital allocation, and his appointment to the CFO role reflects the strength of our team and thoughtful succession planning. I look forward to working with Josh in his new role,” Mr. Watson concluded.

Safe Harbor Statement

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Reference is hereby made to the cautionary statements made by the Company with respect to risk factors set forth in its most recent reports on Form 10-K, Forms 10-Q and other SEC filings. The Company’s future financial performance is subject to

risks and uncertainties including, but not limited to, the successful addition of new contracts to project backlog, the receipt of corresponding notices to proceed with contract activities, and the Company’s ability to successfully complete the projects that it obtains. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to the risk factors highlighted above and described regularly in the Company’s SEC filings.

Company Contact: David Watson 301.315.0027 Investor Relations Contacts: John Nesbett/Jennifer Belodeau IMS Investor Relations 203.972.9200

XML

Document and Entity Information	Aug. 21, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 21, 2024
Entity File Number	001-31756
Entity Registrant Name	ARGAN, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-1947195
Entity Address, Address Line One	One Church Street
Entity Address, Adress Line Two	Suite 201
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	301
Local Phone Number	315-0027
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.15 Par Value
Trading Symbol	AGX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000100591
Amendment Flag	false