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): October 8, 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.

On October 10, 2024, Argan, Inc. (“Argan” or the “Company”) issued a press release announcing with great sadness that W.G. Champion Mitchell, a valued member of the Board of Directors, passed away on October 8, 2024. A copy of Argan’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Mr. Mitchell joined Argan’s Board of Directors in October 2003 and served as Chair of the Nominating/Corporate Governance Committee and was a member of the Executive Committee.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release issued by Argan on October 10, 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: October 10, 2024	By:	/s/ Joshua S. Baugher
		Joshua S. Baugher
		Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

ARGAN, INC. ANNOUNCES THE PASSING OF BOARD MEMBER W.G. CHAMPION MITCHELL

October 10, 2024 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) is saddened to announce that board member W.G. Champion Mitchell passed away on October 8, 2024.

Mr. Mitchell joined Argan’s Board of Directors in October 2003 and served on the Executive Committee and the Nominating/Corporate Governance Committee. In addition to his board position with Argan, he served on the boards of two privately held companies, Direct Brands, Inc. and The 41^st Parameter, Inc. He was also a current member of the board of governors for RTI International and a former member of the board of governors for the University of North Carolina system that controls all state-owned universities and operates the largest hospital system in the state.

William F. Leimkuhler, Chairman of the Board of Directors for Argan, Inc. commented, “All members of the Board are deeply saddened by the loss of our friend and colleague, Champ Mitchell, and we extend our sincere condolences to the Mitchell family. Champ Mitchell’s distinguished career as a corporate executive and former chief executive made him a valued contributor to our Board. Throughout his many years of service, Argan benefitted greatly from his substantial experience and insight into management, operational and financial matters, as well as from his acumen in discerning market conditions and trends. He was a big presence on our Board, and he brought unwavering engagement and commitment to the Company. He will be greatly missed.”

David Watson, President and Chief Executive Officer of Argan, said, “Champ was a valuable source of advice and knowledge and contributed immensely to the growth and success of our Company. Personally, I’m grateful to have experienced his leadership, public company expertise and commitment to Argan. He was not reluctant to ask management the tough questions. Anticipation of those questions resulted in sharper and more complete presentations by management to the Board. At the same time, he was often the first member to recognize and congratulate good work. Finally, and perhaps most importantly, I will miss his friendship and timely sense of humor. On behalf of the entire Argan management team and employees we extend our deepest sympathies to Champ’s family, his many friends and his numerous business associates at this sad time.”

About Argan

Argan’s primary business is providing a full range of construction and related services to the power industry. Argan’s service offerings focus on the engineering, procurement and construction of natural gas-fired power plants and renewable energy facilities, along with related commissioning, maintenance, project development and technical consulting services, through its Gemma Power Systems and Atlantic Projects Company operations. Argan also owns The Roberts Company,

which is a fully integrated fabrication, construction and industrial plant services company, and SMC Infrastructure Solutions, which provides telecommunications infrastructure services.

Company Contact: David Watson 301.315.0027 Investor Relations Contacts: John Nesbett/Jennifer Belodeau IMS Investor Relations 203.972.9200 argan@imsinvestorrelations.com

XML

Document and Entity Information	Oct. 08, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 08, 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