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ARGAN INC Director's Dealing 2025

Sep 15, 2025

31210_dirs_2025-09-15_2866f15e-c68a-40c0-b69d-68c8ce9b2d49.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARGAN INC (AGX)
CIK: 0000100591
Period of Report: 2025-09-12

Reporting Person: Deily Richard H (N/A)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 7802 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option to Purchase Common Stock $50.30 2029-04-12 Common Stock (10000) 10000 Direct
Option to Purchase Common Stock $54.60 2031-04-16 Common Stock (3500) 3500 Direct
Option to Purchase Common Stock $39.47 2033-04-17 Common Stock (2500) 2500 Direct
Time-Based Restricted Stock Units $ Common Stock (4166) 4166 Direct
Performance-Based Restricted Stock Units $ Common Stock (2500) 2500 Direct
Earnings Per Share Performance-Based Restricted Stock Units $ Common Stock (2500) 2500 Direct

Footnotes

F1: Pursuant to the vesting schedule of the Time-Based Restricted Stock Unit ("TRSU") awarded to the Reporting Person on September 13, 2022, 4,166 shares of Common Stock will became issuable to the Reporting Person on September 13, 2025 and will be adjusted for dividends.

F2: On September 13, 2022, the Reporting Person was granted Performance-Based Restricted Stock Units ("PRSUs") in the target number of 2,500 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 2022 Proxy Statement. Each PBRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the target number of 2,500 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.

F3: On April 17, 2023, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 2,500 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2024, 2025 and 2026 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2021, 2022 and 2023. 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. The awards will be more fully described in the Issuer's 2023 Proxy Statement. Each EPSRSU represents a contingent right to achieve one share of the Issuer's common stock.