10-Q

GRAHAM CORPORATION AND SUBSIDIARIES

FORM 10-Q

JUNE 30, 2026

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

GRAHAM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollar amounts in thousands, except per share data)

(Unaudited)


	Three Months Ended
	June 30,
	2026			2025
Net sales	$	71,342		$	55,487
Cost of products sold		53,541			40,766
Gross profit		17,801			14,721
Other operating expenses and income:
Selling, general and administrative		12,554			9,397
Selling, general and administrative – amortization		507			436
Other operating expense (income), net		588			(76	)
Operating income		4,152			4,964
Other expense, net		89			128
Interest income, net		(120	)		(177	)
Income before provision for income taxes		4,183			5,013
Provision for income taxes		271			418
Net income	$	3,912		$	4,595
Per share data
Basic:
Net income	$	0.34		$	0.42
Diluted:
Net income	$	0.33		$	0.42
Weighted average common shares outstanding:
Basic		11,597			10,927
Diluted		11,710			11,033

See Notes to Condensed Consolidated Financial Statements.

GRAHAM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended
	June 30,
	2026		2025
Net income	$	3,912	$	4,595
Other comprehensive income:
Foreign currency translation adjustment		61		50
Defined benefit pension and other postretirement plans net of income tax expense of $41 and $48, respectively		132		162
Total other comprehensive income		193		212
Total comprehensive income	$	4,105	$	4,807

See Notes to Condensed Consolidated Financial Statements.

GRAHAM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)

(Unaudited)


	June 30, 2026			March 31, 2026
Assets
Current assets:
Cash and cash equivalents	$	26,953		$	6,580
Trade accounts receivable, net of allowances ($287 and $195 at June 30 and March 31, 2026, respectively)		49,750			33,809
Unbilled revenue		65,884			59,868
Inventories		49,436			50,758
Prepaid expenses and other current assets		5,414			4,255
Income taxes receivable		941			1,184
Total current assets		198,378			156,454
Property, plant and equipment, net		60,747			60,330
Prepaid pension asset		6,669			6,633
Operating lease assets		6,339			6,740
Goodwill		37,326			38,078
Customer relationships, net		15,016			15,372
Technology and technical know-how, net		22,658			23,232
Other intangible assets, net		13,433			13,458
Deferred income tax asset		134			131
Other assets		3,260			3,188
Total assets	$	363,960		$	323,616
Liabilities and stockholders’ equity
Current liabilities:
Current portion of finance lease obligations	$	24		$	23
Accounts payable		24,697			25,740
Accrued compensation		13,142			21,547
Accrued expenses and other current liabilities		8,326			4,728
Customer deposits		113,135			102,421
Operating lease liabilities		1,799			1,806
Income taxes payable		—			5
Total current liabilities		161,123			156,270
Long-term debt		—			13,000
Finance lease obligations		15			21
Operating lease liabilities		4,954			5,343
Deferred income tax liability		1,098			897
Accrued pension and postretirement benefit liabilities		1,144			1,145
Other long-term liabilities		3,430			6,625
Total liabilities		171,764			183,301
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $1.00 par value, 500 shares authorized		—			—
Common stock, $0.10 par value, 25,500 shares authorized, 11,901 and 11,247 shares issued and 11,727 and 11,073 shares outstanding at June 30 and March 31, 2026, respectively		1,190			1,124
Capital in excess of par value		89,409			41,699
Retained earnings		110,641			106,729
Accumulated other comprehensive loss		(5,656	)		(5,849	)
Treasury stock (174 shares at June 30 and March 31, 2026)		(3,388	)		(3,388	)
Total stockholders’ equity		192,196			140,315
Total liabilities and stockholders’ equity	$	363,960		$	323,616

See Notes to Condensed Consolidated Financial Statements.

GRAHAM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended
	June 30,
	2026			2025
Operating activities:
Net income	$	3,912		$	4,595
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation		1,670			1,024
Amortization of intangible assets		1,050			499
Amortization of actuarial losses		173			210
Equity-based compensation expense		645			532
Loss on disposal or sale of property, plant and equipment		11			—
Change in fair value of contingent consideration		577			(76	)
Deferred income taxes		157			262
(Increase) decrease in operating assets, net of acquisition:
Accounts receivable		(16,021	)		839
Unbilled revenue		(6,021	)		(865	)
Inventories		1,230			2,642
Prepaid expenses and other current and non-current assets		(1,936	)		(167	)
Income taxes receivable		237			123
Operating lease assets		366			331
Prepaid pension asset		(36	)		(35	)
(Decrease) increase in operating liabilities, net of acquisition:
Accounts payable		(592	)		(3,322	)
Accrued compensation, accrued expenses and other current and non-current liabilities		(8,557	)		(7,266	)
Customer deposits		10,846			(1,265	)
Operating lease liabilities		(360	)		(319	)
Long-term portion of accrued compensation, accrued pension and postretirement benefit liabilities		(1	)		(1	)
Net cash used by operating activities		(12,650	)		(2,259	)
Investing activities:
Purchase of property, plant and equipment		(2,609	)		(7,004	)
Acquisitions, net of cash acquired		1,567			—
Net cash used by investing activities		(1,042	)		(7,004	)
Financing activities:
Borrowings of debt obligations		—			6,000
Principal repayments on debt		(13,000	)		(6,000	)
Repayments on financing lease obligations		(87	)		(82	)
Issuance of common stock		50,000			—
Stock issuance costs		(138	)		—
Tax withholdings related to net share settlements of restricted stock units and awards		(2,731	)		(1,532	)
Net cash provided (used) by financing activities		34,044			(1,614	)
Effect of exchange rate changes on cash		21			53
Net increase (decrease) in cash and cash equivalents		20,373			(10,824	)
Cash and cash equivalents at beginning of period		6,580			21,577
Cash and cash equivalents at end of period	$	26,953		$	10,753

See Notes to Condensed Consolidated Financial Statements.

GRAHAM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollar amounts in thousands)

(Unaudited)


	Common Stock				Capital in					Accumulated Other						Total
			Par		Excess of			Retained		Comprehensive			Treasury			Stockholders'
	Shares		Value		Par Value			Earnings		Loss			Stock			Equity
Balance at April 1, 2026		11,247	$	1,124	$	41,699		$	106,729	$	(5,849	)	$	(3,388	)	$	140,315
Comprehensive income									3,912		193						4,105
Issuance of common stock		600		60		49,802											49,862
Stock units vested		54		6		(2,737	)										(2,731	)
Recognition of equity-based compensation expense						645											645
Balance at June 30, 2026		11,901	$	1,190	$	89,409		$	110,641	$	(5,656	)	$	(3,388	)	$	192,196


	Common Stock				Capital in					Accumulated Other						Total
			Par		Excess of			Retained		Comprehensive			Treasury			Stockholders'
	Shares		Value		Par Value			Earnings		Loss			Stock			Equity
Balance at April 1, 2025		11,077	$	1,107	$	34,616		$	94,229	$	(6,987	)	$	(3,388	)	$	119,577
Comprehensive income									4,595		212						4,807
Stock units vested		73		7		(1,539	)										(1,532	)
Recognition of equity-based compensation expense						532											532
Balance at June 30, 2025		11,150	$	1,114	$	33,609		$	98,824	$	(6,775	)	$	(3,388	)	$	123,384

See Notes to Condensed Consolidated Financial Statements.

GRAHAM CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except per share data)

NOTE 1 – BASIS OF PRESENTATION:

Graham Corporation's (the "Company's") Unaudited Condensed Consolidated ("Condensed Consolidated") Financial Statements include its wholly-owned subsidiaries located in Arvada, CO, Greenville, SC, Jupiter, FL, Louisville, CO, Suzhou, China and Pune, India at June 30 and March 31, 2026. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, each as promulgated by the U.S. Securities and Exchange Commission. The Company's Condensed Consolidated Financial Statements do not include all information and notes required by GAAP for complete financial statements. The Condensed Consolidated Balance Sheet as of March 31, 2026 presented herein was derived from the Company’s audited Consolidated Balance Sheet as of March 31, 2026. For additional information, please refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2026 ("fiscal 2026"). In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair presentation, have been included in the Company's Condensed Consolidated Financial Statements. The Company reviewed and evaluated subsequent events through the issuance date of the Company's Condensed Consolidated Financial Statements.

The Company's results of operations and cash flows for the three months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the current fiscal year, which ends March 31, 2027 ("fiscal 2027").

NOTE 2 - ACQUISITIONS:

FlackTek

On January 23, 2026, the Company acquired FlackTek Manufacturing, LLC and FlackTek Sales, LLC (collectively, "FlackTek"), a provider of advanced mixing and material processing solutions. FlackTek's systems are sold to OEMs, research and development centers, defense laboratories, and industrial manufacturers serving adhesives, sealants, functional coatings, composites, electronics, and other advanced materials markets. FlackTek adds a product portfolio with a shared customer base and an installed footprint that extends across the full value chain. Its mixing systems are process-critical and market-agnostic, serving defense, energetics, oil & gas, food, battery, aerospace and space, medical, and other industrial applications where precision, repeatability, and consistency drive value.

This transaction was accounted for as a business combination which requires that assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The purchase price of $36,205 was comprised of 76 shares of the Company's common stock, representing a value of $5,678 at a price of $74.89 per share, and cash consideration at close of $26,456, subject to certain potential adjustments, including a customary working capital adjustment. The cash consideration was funded through borrowings on the Company's line of credit. The purchase agreement included a contingent earn-out to earn up to an additional $25,000 in future performance-based cash earnouts over four years beginning with fiscal 2027, based upon achieving progressively increasing adjusted EBITDA performance targets each year. At the acquisition date, a liability of $5,638 was recorded for the contingent earn-out.

The preliminary purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition and the amount exceeding the fair value of $11,092 was recorded as goodwill, which is deductible for tax purposes. During the first quarter of fiscal 2027, the customary working capital adjustments were settled, which resulted in the receipt of $1,567 of cash. The net impact of the settlement of closing working capital, as well as other immaterial measurement period adjustments to the opening balance sheet, resulted in a net reduction of the purchase price of $817 and a reduction of goodwill of $752 during the first quarter of fiscal 2027. Goodwill generated in the acquisition is related to FlackTek's assembled workforce, synergies between the Company’s other operations and FlackTek that are expected to occur as a result of the combined engineering knowledge, the ability of each of the operations to leverage each other’s technology solutions, and the Company’s ability to utilize acquired management's knowledge in providing complementary product offerings to the Company’s customers. The following table summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed:


	January 23,
	2026
Assets acquired:
Cash and cash equivalents	$	66
Trade accounts receivable, net of allowances		3,852
Inventories		4,154
Prepaid expenses and other current assets		84
Property, plant & equipment, net		2,030
Operating lease assets		1,448
Goodwill		11,092
Customer relationships		3,400
Technology and technical know-how		13,300
Tradename		6,700
Other long term asset		31
Total assets acquired		46,157
Liabilities assumed:
Accounts payable		2,252
Accrued compensation		646
Accrued expenses and other current liabilities		3,988
Customer deposits		1,618
Operating lease liabilities		1,448
Total liabilities assumed		9,952
Purchase price	$	36,205

The fair value of acquisition-related intangible assets includes customer relationships, technology and technical know-how, and tradename. The tradename is an indefinite-lived intangible asset and is included in the line item Other intangible assets, net in the Consolidated Balance Sheets. The fair value of tradename was calculated using a Relief from Royalty method, which develops a market based royalty rate used to reflect the after tax royalty savings attributable to owning the intangible asset. The fair value of customer relationships and technology and technical know-how were calculated using an income approach, specifically the Multi Period Excess Earnings method, which incorporates assumptions regarding retention rate, new customer growth, obsolescence factors, and customer related costs.

Customer relationships are amortized in selling, general and administrative expense on a straight line basis over their estimated useful lives of twelve years. Technology and technical know-how is amortized in cost of products sold on a straight line basis over its estimated useful life of nine years.

Pro forma information

The following unaudited pro forma information presents the consolidated results of operations of the Company as if the FlackTek acquisition had occurred at the beginning of the year ended March 31, 2025:


	Three Months Ended
	June 30,
	2026		2025
Net sales	$	71,342	$	60,901
Net income		4,171		3,546
Income per share
Basic	$	0.36	$	0.32
Diluted	$	0.36	$	0.32

Acquisition contingent earn-out liabilities

A rollforward of contingent earn-out liabilities is as follows:


Balance at March 31, 2026	$	6,482
Change in fair value		577
Payments		—
Balance at June 30, 2026	$	7,059

The change in the fair value of the contingent earn-out liabilities is included in Other operating expense (income), net in the condensed consolidated statements of operations. Of the balance as of June 30, 2026, $3,967 is included in accrued expenses and other current liabilities and $3,092 is included in other long-term liabilities in the condensed consolidated balance sheet. The balance of $6,482 as of March 31, 2026 is included in other long-term liabilities in the condensed consolidated balance sheet.

NOTE 3 – REVENUE RECOGNITION:

The Company recognizes revenue on contracts when or as it satisfies a performance obligation by transferring control of the product to the customer. For contracts in which revenue is recognized upon shipment, control is generally transferred when products are shipped, title is transferred, significant risks of ownership have transferred, the Company has rights to payment, and rewards of ownership pass to the customer. For contracts in which revenue is recognized over time, control is generally transferred as the Company creates an asset that does not have an alternative use to the Company and the Company has an enforceable right to payment for the performance completed to date.

The following table presents the Company’s revenue disaggregated by market and geographic area:


	Three Months Ended
	June 30,
Market	2026		2025
Defense	$	41,383	$	29,535
Space		6,287		3,378
Energy & Process		23,672		22,574
Net sales	$	71,342	$	55,487


Geographic Region
Asia	$	1,465	$	3,283
Canada		732		3,510
Middle East		3,428		1,346
South America		304		393
U.S.		64,463		46,322
All other		950		633
Net sales	$	71,342	$	55,487

The final destination of products shipped is the basis used to determine net sales by geographic area.

A performance obligation represents a promise in a contract to provide a distinct good or service to a customer. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Transaction price reflects the amount of consideration to which the Company expects to be entitled in exchange for transferred products. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized as the performance obligation is satisfied. In certain cases, the Company may separate a contract into more than one performance obligation, while in other cases, several products may be part of a fully integrated solution and are bundled into a single performance obligation. If a contract is separated into more than one performance obligation, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods underlying each performance obligation. The Company has made an accounting policy election to exclude from the measurement of the contract price all taxes assessed by government authorities that are collected by the Company from its customers. The Company does not adjust the contract price for the effects of a financing component if the Company expects, at contract inception, that the period between when a product is transferred to a customer and when the customer pays for the product will be one year or less. Shipping and handling fees billed to the customer are recorded in revenue and the related costs incurred for shipping and handling are included in cost of products sold.

The Company recognizes revenue over time when contract performance results in the creation of a product for which the Company does not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. To measure progress towards completion on performance obligations for which revenue is recognized over time, the Company utilizes an input method based upon a ratio of direct labor hours incurred to date to management’s estimate of the total labor hours to be incurred on each contract, an input method based upon a ratio of total contract costs incurred to date to management’s estimate of the total contract costs to be incurred or an output method based upon completion of operational milestones, depending upon the nature of the contract. The Company has established the systems and procedures essential to developing the estimates required to account for performance obligations over time. These procedures include monthly review by management of costs incurred, progress towards completion, identified risks and opportunities, sourcing determinations, changes in estimates of costs yet to be incurred, availability of materials, and execution by subcontractors. Sales and earnings are adjusted on a cumulative catch-up basis in current accounting periods based upon revisions in the contract value due to pricing changes and estimated costs at completion. Losses on contracts are recognized immediately when evident to management. Revenue on the majority of the Company's contracts, as measured by number of contracts, is recognized upon shipment to the customer. Revenue on larger contracts, which are fewer in number but represent the majority of revenue, is recognized over time as these contracts meet specific criteria established in ASC 606. The following table presents the Company's revenue percentages disaggregated by revenue recognized over time or upon shipment:


	Three Months Ended
	June 30,
	2026			2025

Revenue recognized over time		77	%		80	%
Revenue recognized at shipment		23	%		20	%

The timing of revenue recognition, invoicing and cash collections affect trade accounts receivable, unbilled revenue (contract assets) and customer deposits (contract liabilities) on the Condensed Consolidated Balance Sheets. Unbilled revenue represents revenue on contracts that is recognized over time and exceeds the amount that has been billed to the customer. Unbilled revenue is separately presented in the Condensed Consolidated Balance Sheets. The Company may receive a progress payment from a customer, which is recorded as a customer deposit or have an unconditional right to receive a customer deposit prior to revenue being recognized. Because the performance obligations related to such customer deposits may not have been satisfied, a contract liability is recorded and an offsetting asset of equal amount is recorded as a trade receivable until the deposit is collected. Customer deposits are separately presented in the Condensed Consolidated Balance Sheets. Customer deposits are not considered a significant financing component as they are generally received less than one year before the product is completed or used to procure specific material on a contract, as well as related overhead costs incurred during design and construction.

Net contract assets (liabilities) consisted of the following:


	June 30, 2026			March 31, 2026			Change			Change due to revenue recognized		Change due to invoicing customers/ additional deposits

Unbilled revenue - contract assets	$	65,884		$	59,868		$	6,016		$	34,328	$	(28,312	)
Customer deposits - contract liabilities		(113,135	)		(102,421	)		(10,714	)		16,363		(27,077	)
Net contract (liabilities) assets	$	(47,251	)	$	(42,553	)	$	(4,698	)

Contract liabilities at June 30 and March 31, 2026 include $16,055 and $4,560, respectively, of customer deposits for which the Company has an unconditional right to collect payment. Trade accounts receivable, as presented on the Condensed Consolidated Balance Sheets, includes corresponding balances at June 30 and March 31, 2026, respectively.

Receivables billed but not paid under retainage provisions in the Company’s customer contracts were $2,779 and $2,419 at June 30 and March 31, 2026, respectively.

The Company’s remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company also refers to this measure as backlog. As of June 30, 2026, the Company had remaining unsatisfied performance obligations of $557,217. The Company expects to recognize revenue on approximately 35% to 40% of the remaining performance obligations within one year, 20% to 25% in one to two years and the remaining beyond two years.

NOTE 4 – INVENTORIES:

Inventories are stated at the lower of cost or net realizable value, using the average cost method.

Major classifications of inventories are as follows:


	June 30,		March 31,
	2026		2026
Raw materials and supplies	$	9,875	$	9,342
Work in process		37,036		39,685
Finished products		2,525		1,731
Total	$	49,436	$	50,758

NOTE 5 – INTANGIBLE ASSETS:

Intangible assets are comprised of the following:


	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
At June 30, 2026
Intangibles subject to amortization:
Customer relationships	8 - 20 years	$	19,600	$	4,584	$	15,016
Technology and technical know-how	9 - 20 years		26,550		3,892		22,658
Tradename	3 years		300		267		33
		$	46,450	$	8,743	$	37,707

Intangibles not subject to amortization:
Goodwill	Indefinite	$	37,326	$	—	$	37,326
Tradename	Indefinite		13,400		—		13,400
		$	50,726	$	—	$	50,726


	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
At March 31, 2026
Intangibles subject to amortization:
Customer relationships	8 - 20 years	$	19,600	$	4,228	$	15,372
Technology and technical know-how	9 - 20 years		26,550		3,318		23,232
Tradename	3 years		300		242		58
		$	46,450	$	7,788	$	38,662

Intangibles not subject to amortization:
Goodwill	Indefinite	$	38,078	$	—	$	38,078
Tradename	Indefinite		13,400		—		13,400
		$	51,478	$	—	$	51,478

Intangible amortization was $955 and $499 for the three months ended June 30, 2026 and 2025, respectively. Inventory step up amortization of $95 was expensed in the three months ended June 30, 2026. The estimated annual amortization expense by fiscal year is as follows:


	Annual Amortization
Remainder of 2027	$	2,824
2028		3,721
2029		3,721
2030		3,721
2031		3,721
2032 and thereafter		19,999
Total intangible amortization	$	37,707

The change in the carrying amount of goodwill is as follows:


	Three Months Ended
	June 30,
	2026
Balance at beginning of period	$	38,078
Impact of measurement period adjustments of acquisitions (Note 2)		(752	)
Balance at end of period	$	37,326

NOTE 6 – STOCKHOLDERS' EQUITY AND STOCK COMPENSATION PLANS:

On April 14, 2026, the Company entered into a Securities Purchase Agreement with certain accounts advised by T. Rowe Price Investment Management, Inc. pursuant to which the Company agreed to sell an aggregate of 600 shares of common stock, par value of $0.10 per share for $83.36 per share, based upon the 20-day average closing price of the Company's common stock on the New York Stock Exchange on April 13, 2026, for aggregate gross proceeds of $50,000. The Company utilized $13,000 of the proceeds for debt repayment and is expected to utilize the remaining proceeds to help fund future investment in organic and inorganic growth opportunities.

The 2020 Graham Corporation Equity Incentive Plan, as amended (the "2020 Plan") provides for the issuance of 722 shares of common stock in connection with grants of incentive stock options, non-qualified stock options, restricted stock units and stock awards to officers, key employees and outside directors, including 112 shares that became available under the 2020 Plan from the Company’s prior plan, the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value (the "2000 Plan"). As of August 11, 2020, the effective date of the 2020 Plan, no further awards will be granted under the 2000 Plan.

The following grants of time-vesting restricted stock units ("RSUs") and performance-vesting restricted stock units ("PSUs") were awarded during the three months ended June 30, 2026 and 2025:


	Vest 100% on First		Vest One-Third Per Year		Vest 100% on Third
	Anniversary (1)		Over Three-Year Term (1)		Anniversary (1)
			Officers and		Officers and		Total Shares
Three months ended June 30,	Directors		Key Employees		Key Employees		Awarded
2026
Time Vesting RSUs	5		13			—	18
Performance Vesting PSUs		—		1	23		24
2025
Time Vesting RSUs	10		17			—	27
Performance Vesting PSUs		—		—	42		42

(1)

Subject to the terms of the applicable award.

The Company has an Employee Stock Purchase Plan, as amended (the "ESPP"), which allows eligible employees to purchase shares of the Company's common stock at a discount of up to 15% of its fair market value on the lower of the last or first day of the six-month offering period. As of June 30, 2026, a total of 79 shares of common stock remain available to be purchased under the ESPP.

The Company has recognized equity based compensation costs, which are primarily included in selling, general and administrative costs, as follows:


	Three Months Ended
	June 30,
	2026		2025
Restricted stock units	$	592	$	489
Employee stock purchase plan		53		43
	$	645	$	532

Income tax benefit recognized	$	141	$	121

NOTE 7 – INCOME PER SHARE:

Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted income per share is calculated by dividing net income by the weighted average number of common shares outstanding and, when applicable, potential common shares outstanding during the period. A reconciliation of the numerators and denominators of basic and diluted income per share is presented below:


	Three Months Ended
	June 30,
	2026		2025
Basic income per share
Numerator:
Net income	$	3,912	$	4,595
Denominator:
Weighted average common shares outstanding		11,597		10,927
Basic income per share	$	0.34	$	0.42

Diluted income per share
Numerator:
Net income	$	3,912	$	4,595
Denominator:
Weighted average common shares outstanding		11,597		10,927
Restricted stock units outstanding		113		106
Weighted average common and potential common shares outstanding		11,710		11,033
Diluted income per share	$	0.33	$	0.42

NOTE 8 – PRODUCT WARRANTY LIABILITY:

The reconciliation of the changes in the product warranty liability is as follows:


	Three Months Ended
	June 30,
	2026			2025
Balance at beginning of period	$	1,017		$	786
Expense for product warranties		(67	)		(2	)
Product warranty claims paid		(15	)		(53	)
Balance at end of period	$	935		$	731

The product warranty liability is included in the line item accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

NOTE 9 – CASH FLOW STATEMENT:

Interest and income taxes paid as well as non-cash investing and financing activities are as follows:


	Three Months Ended
	June 30,
	2026		2025
Interest paid	$	68	$	63
Income taxes paid		126		29
Capital purchases recorded in accounts payable		527		660

NOTE 10 – COMMITMENTS AND CONTINGENCIES:

The Company has been named as a defendant in lawsuits alleging personal injury from exposure to asbestos allegedly contained in, or accompanying, products made by the Company or from exposure to asbestos at the Company's facilities. The Company is a co-defendant with numerous other defendants in these lawsuits and intends to vigorously defend itself against these claims. The claims in the Company’s current lawsuits are similar to those made in previous asbestos-related suits that named the Company as a defendant, which either were dismissed when it was shown that the Company had not supplied products to the plaintiffs’ places of work or were settled for immaterial amounts. The Company believes that the resolution of these asbestos-related lawsuits will not have a material adverse effect on the Company's financial position or results of operations. However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of these asbestos-related lawsuits could have a material adverse impact on the Company's financial position and the results of operations.

During the third quarter of fiscal 2024, the Audit Committee of the Board of Directors, with the assistance of external counsel and forensic professionals, concluded an investigation into a whistleblower complaint received regarding its wholly-owned subsidiary Graham India Private Limited ("GIPL"). The investigation identified evidence supporting the complaint and other misconduct by employees. The other misconduct was over a period of four years, was not deemed to be material, and was isolated to a few employees. All involved employees have been terminated or are no longer with the Company and the Company has implemented remedial actions, including strengthening its compliance program and internal controls. As a result of the investigation, during the third quarter of fiscal 2024, the statutory auditor and bookkeeper of GIPL tendered their resignations and new firms were appointed. The Company has voluntarily reported the findings of its investigation to the appropriate authorities in India, the U.S. Department of Justice, and the Securities and Exchange Commission and will continue to cooperate with those authorities. Although the resolutions of these matters are inherently uncertain, we do not believe any remaining impact will be material to the Company’s overall consolidated results of operations, financial position, or cash flows.

As of June 30, 2026, the Company was subject to the claims noted above, as well as other potential claims that have arisen in the ordinary course of business. Although the outcome of the lawsuits, legal proceedings or potential claims to which the Company is, or may become, a party to cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made for the majority of the claims, management does not believe that the outcomes, either individually or in the aggregate, will have a material adverse effect on the Company’s results of operations, financial position or cash flows.

The Company has entered into operating leases with companies in which one of our Strategic Advisors, whom was previously our Executive Chairman, holds a majority interest, for certain buildings, equipment and storage units located in Arvada, Colorado. In connection with such leases, the Company made fixed minimum lease payments to the lessor of $262 and $252 during the three months ended June 30, 2026 and 2025, respectively, and is obligated to make payments of $772 during the remainder of fiscal 2027. Future fixed minimum lease payments under these leases as of June 30, 2026 are $3,530.

NOTE 11 – INCOME TAXES:

The Company files federal and state income tax returns in several domestic and international jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. The Company is subject to U.S. federal examination for the tax years 2022 through 2025 and examination in state tax jurisdictions for the tax years 2021 through 2025. The Company is subject to examination in the People’s Republic of China for tax years 2022 through 2025 and in India for tax years 2022 through 2025. There was no liability for unrecognized tax benefits at either June 30, 2026 or March 31, 2026.

The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including discrete items, changes in the mix and amount of pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. In addition, the Company continues to explore tax planning opportunities that may have a material impact on its effective tax rate. The Company's effective tax rate in the first quarter of fiscal 2027 was 6.5%, compared with 8.3% in the first quarter of fiscal 2026. This lower effective tax rates in the first quarter of fiscal 2027 and fiscal 2026 in comparison to the statutory rate were primarily due to the discrete tax benefit recognized in those periods related to the vesting of restricted stock units and the Company's improved

stock price in comparison to when those units were granted. Additionally, the fiscal 2027 first quarter effective tax rate is lower than the same period of fiscal 2026 due to the higher mix of pre-tax income in lower tax-rate jurisdictions.

NOTE 12 – CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS:

The changes in accumulated other comprehensive loss by component for the three months ended June 30, 2026 and 2025 are as follows:


	Pension and Other Postretirement Benefit Items			Foreign Currency Items			Total
Balance at April 1, 2026	$	(5,584	)	$	(265	)	$	(5,849	)
Other comprehensive income before reclassifications		—			61			61
Amounts reclassified from accumulated other comprehensive loss		132			—			132
Net current-period other comprehensive income		132			61			193
Balance at June 30, 2026	$	(5,452	)	$	(204	)	$	(5,656	)


	Pension and Other Postretirement Benefit Items			Foreign Currency Items			Total
Balance at April 1, 2025	$	(6,671	)	$	(316	)	$	(6,987	)
Other comprehensive income before reclassifications		—			50			50
Amounts reclassified from accumulated other comprehensive loss		162			—			162
Net current-period other comprehensive income		162			50			212
Balance at June 30, 2025	$	(6,509	)	$	(266	)	$	(6,775	)

The reclassifications out of accumulated other comprehensive loss by component for the three months ended June 30, 2026 and 2025 are as follows:


Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Condensed Consolidated Statements of Income
	Three Months Ended
	June 30,
	2026			2025
Pension and other postretirement benefit items:
Amortization of actuarial loss	$	173	(1)	$	210	(1)	Income before provision for income taxes
Tax effect		41			48		Provision for income taxes
	$	132		$	162		Net income

(1)

These accumulated other comprehensive loss components are included within the computation of pension and other postretirement benefit costs.

NOTE 13 – DEBT:

On October 13, 2023, the Company entered into a new five-year revolving credit facility with Wells Fargo Bank, National Association ("Wells Fargo") that provided a $50,000 line of credit (the "Revolving Credit Facility"). Simultaneous with the close of the acquisition of FlackTek on January 23, 2026, the Company amended the Revolving Credit Facility to increase the limit to $80,000. The Revolving Credit Facility has a $25,000 sub-limit for letters of credit. As of June 30, 2026, there was $0 borrowed and $5,520 letters of credit outstanding on the Revolving Credit Facility.

The Revolving Credit Facility contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of Wells Fargo, which require the Company to maintain (i) a consolidated total leverage ratio not to exceed 3.50:1.00 and (ii) a consolidated fixed charge coverage ratio of at least 1.20:1.00, in both cases computed in accordance with the definitions and requirements specified in the Revolving Credit Facility. As of June 30, 2026, the Company was in compliance with the financial covenants of the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (i) a forward-looking term rate based on the secured overnight financing rate ("SOFR") for the applicable interest period, subject to a floor of 0.0% per annum or (ii) a base rate determined by reference to the highest of (a) the rate of interest per annum publicly announced by the Lender as its prime rate, (b) the federal funds rate plus 0.50% per annum and (c) one-month term SOFR plus 1.00% per annum, subject to a floor of 1.00% per annum, plus, in each case, an applicable margin. The applicable margins range between (i) 1.25% per annum and 2.50% per annum in the case of any term SOFR loan and (ii) 0.25% per annum and 1.50% per annum in the case of any base rate loan, in each case based upon the Company’s then-current consolidated total leverage ratio; provided, however, for a period of one year following the closing date, the applicable margin is set at 1.25% per annum in the case of any term SOFR loan and 0.25% per annum in the case of any base rate loan. As of June 30, 2026, the SOFR rate was 3.68%.

The Company is required to pay a quarterly commitment fee on the unused portion of the Revolving Credit Facility during the applicable quarter at a per annum rate also determined by reference to the Company’s then-current consolidated total leverage ratio, which fee ranges between 0.10% per annum and 0.20% per annum. Any outstanding letters of credit issued under the Revolving Credit Facility will bear a fee equal to the daily amount drawn under such letters of credit multiplied by the applicable margin for the SOFR loans. As of June 30, 2026, the amount available under the Revolving Credit Facility was $74,480, subject to the interest and leverage covenants.

As of June 30, 2026, $394 letters of credit are outstanding with HSBC Bank USA, N.A. and are cash secured. These outstanding letters of credit are subject to a fee of between 0.75% and 0.85% per annum, depending on the term of the letter of credit. Additionally, we have a 20,000 RMB bank guaranty line of credit with China Citic Bank Co. LTD which had $557 letters of credit outstanding as of June 30, 2026. Outstanding letters of credit under this agreement are subject to a fee of 0.60% per annum. We also have a 445,000 INR bank guaranty line of credit with HSBC Bank, India. Outstanding letters of credit under this agreement are subject to a fee of 0.60% per annum. As of June 30, 2026, $1,686 letters of credit are outstanding at HSBC Bank, India.

Total letters of credit outstanding as of June 30, 2026 and March 31, 2026 were $8,157 and $9,170, respectively.

NOTE 14 – SEGMENT INFORMATION:

The Company has one reporting segment as its operating segments meet the requirements for aggregation. The Company and its operating subsidiaries design and manufacture mission critical fluid, power, heat transfer, vacuum and advanced mixing technologies for the Defense, Space, Energy & Process industries. The Company also services and sells spare parts for its equipment. The Company's chief operating decision maker ("CODM") has been identified as its Chief Executive Officer who evaluates performance on an operating segment basis, as well as a consolidated basis, based on Adjusted EBITDA, which is a non-GAAP measure. This measure is used by our CODM, management, our Board of Directors, investors, lenders and other external users of our financial statements to assess our operating performance and to compare operating performance to other companies in our industry. In addition, our CODM believes Adjusted EBITDA is a useful measure to assess the earnings power of the business without the impact of capital structure and can be used to assess our ability to fund future capital expenditures in the business.

The following table provides our results as a reconciliation from consolidated Net income to our consolidated Adjusted EBITDA:


	Three Months Ended
	June 30,
	2026			2025
Net income	$	3,912		$	4,595
Acquisition & integration expense (income), net		1,179			(76	)
Equity-based compensation		645			532
ERP implementation costs		143			23
Net interest income		(120	)		(177	)
Income tax expense		271			418
Depreciation & amortization		2,720			1,523
Adjusted EBITDA	$	8,750		$	6,838

NOTE 15 – ACCOUNTING AND REPORTING CHANGES:

In the normal course of business, management evaluates all new Accounting Standards Updates ("ASU") and other accounting pronouncements issued by the Financial Accounting Standards Board ("FASB"), Securities and Exchange Commission, or other authoritative accounting bodies to determine the potential impact they may have on the Company’s consolidated financial statements. Other than those discussed below, management does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. The requirements are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Entities are permitted to apply either the prospective or retrospective transition methods. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollar and share amounts in thousands, except per share data)

Overview

We are a global leader in the design and manufacture of mission critical fluid, power, heat transfer, vacuum, and advanced mixing technologies for the Defense, Space, Energy & Process industries. For the Defense industry, our equipment is used in nuclear and non-nuclear propulsion, power, fluid transfer, thermal management, and advanced mixing systems. For the Space industry, our equipment is used in propulsion, power, thermal management, advanced mixing, and for life support systems. For the Energy & Process industries we supply equipment for vacuum, heat transfer, advanced mixing, and fluid transfer applications used in oil refining, downstream chemical facilities, fertilizers, ethylene, methanol, edible oil, food & beverage, pulp & paper, medical, and multiple alternative energy applications such as hydrogen, small modular nuclear, concentrated solar, lithium extraction, and geothermal processes.

Our brands are built upon engineering expertise and close customer collaboration to design, develop, and produce mission critical equipment and systems that enable our customers to meet their economic and operational objectives. Continual improvement of our processes and systems to ensure qualified and compliant equipment are hallmarks of our brand. Our early engagement with customers and support until the end of service life are values upon which our brands are built.

Our corporate headquarters is co-located with our production facilities in Batavia, NY, and we have wholly-owned subsidiaries in Arvada, CO, Greenville, SC, Jupiter, FL, and Louisville, CO and have sales and engineering offices in Houston, TX, Suzhou, China, and Ahmedabad and Pune, India.

Our fiscal year ends on March 31 of each year. We refer to our fiscal year, which ends March 31, 2027, as fiscal 2027. Likewise, we refer to our fiscal year that ended March 31, 2026 and March 31, 2025 as fiscal 2026 and fiscal 2025, respectively.

Acquisition

On January 23, 2026, we acquired FlackTek Manufacturing, LLC and FlackTek Sales, LLC (collectively, "FlackTek"), a provider of advanced mixing and material processing solutions. FlackTek's patented technology platform delivers highly repeatable, precision mixing with faster cycle times, minimal entrained air, reduced downtime between batches, consistency in production, and ultimately can achieve higher levels of product homogeneity when compared to traditional bladed methods. FlackTek's systems are used by a global customer base that includes leading original equipment manufacturers ("OEMs"), research and development centers, defense laboratories, and industrial manufacturers serving adhesives, sealants, functional coatings, composites, electronics, and other advanced materials markets. FlackTek adds a proven product portfolio with a shared customer base and an installed footprint that extends across the full value chain. Its mixing systems are process-critical and market-agnostic, serving defense, energetics, oil & gas, food, battery, aerospace and space, medical, and other industrial applications where precision, repeatability, and consistency drive value. With approximately $30,000 in annualized revenue, FlackTek has built a growing installed base that generates recurring demand for consumables, accessories, and services, enhancing revenue visibility and durability.

FlackTek operates as a wholly owned subsidiary of Graham Corporation, maintaining its headquarters in Louisville, CO with a satellite location in Greenville, SC, and will be integrated into our financial, compliance, and operational infrastructure. Under the terms of the transaction, we acquired 100% of the equity of FlackTek for a purchase price of $36,205, which was comprised of cash consideration of $24,889 and 76 shares of our common stock, representing a value of $5,678 at a price of $74.89 per share. The purchase agreement includes the potential to earn an additional $25,000 in future performance-based cash earnouts over four years beginning with fiscal 2027, based upon achieving progressively increasing adjusted EBITDA performance targets each year. At the acquisition date, a liability of $5,638 was recorded for the contingent earn-out.

See Note 2 to the Unaudited Condensed Consolidated ("Condensed Consolidated") Financial Statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q (this "Form 10-Q") for additional information.

Summary

Highlights for the three months ended June 30, 2026 include:

•

Net sales for the first quarter of fiscal 2027 were $71,342, up $15,855, or 29%, compared with the first quarter of fiscal 2026, reflecting the strength of our diversified revenue base, as well as the acquisition of FlackTek, which added $6,551 to revenue during the quarter. The increase for the quarter was across multiple markets, including an $11,848, or 40%, increase in sales to the Defense market, primarily due to the timing of project milestones, as well as new programs and growth in existing programs. Sales to the Space market increased $2,909, or 86%, over the prior year first quarter, due to new programs and

the ramp up of existing programs, as well as the FlackTek acquisition. Aftermarket sales to the Energy & Process and Defense markets of $9,671 remained strong, increasing 20% over the prior year first quarter.

•

Gross profit and gross profit margin for the first quarter of fiscal 2027 were $17,801 and 25.0%, respectively. The 150 basis point decline in gross profit margin compared to the first quarter of fiscal 2026 reflects the mix of sales in the first quarter of fiscal 2027, and in particular, a higher level of Defense sales and material receipts, which carry a lower profit margin.

•

Selling, general and administrative expenses ("SG&A"), including intangible amortization, for the first quarter of fiscal 2027 increased $3,228, or 33%, over the prior year first quarter. Acquisition and integration expenses contributed $602 of the increase compared to the prior year first quarter. Additionally, incremental SG&A from the acquisition of FlackTek accounted for $1,820 of the increase. The remaining increases primarily reflect investments we are making in our people, our processes, and our technology, which we expect to be approximately $2,500 of incremental costs for fiscal 2027, partially offset by a reduction in costs related to the BN Performance Bonus (defined below). In connection with the acquisition of BN, we entered into a Performance Bonus Agreement to provide employees of BN with a supplemental performance-based award based on the achievement of BN performance objectives for fiscal 2024, 2025, and 2026, which could range between $2,000 to $4,000 per year (the "BN Performance Bonus"). The BN Performance Bonus is no longer in effect in fiscal 2027. During the first quarter of fiscal 2026, we recorded $1,076 related to the BN Performance Bonus inclusive of applicable payroll taxes and no expense was recorded in the first quarter of fiscal 2027.

•

Net income and income per diluted share for the first quarter of fiscal 2027 were $3,912 and $0.33 per share, respectively, compared to net income and income per diluted share of $4,595 and $0.42 per share, respectively, for the first quarter of fiscal 2026. Adjusted net income and adjusted net income per diluted share for the first quarter of fiscal 2027 were $5,738 and $0.49 per share, respectively, compared with adjusted net income and adjusted net income per diluted share of $4,938 and $0.45 per share, respectively, for the first quarter of fiscal 2026, an increase of 16% and 9%, respectively. Similarly, adjusted EBITDA (defined below) for the first quarter of fiscal 2027 was $8,750 compared to $6,838 for the same period of fiscal 2026, an increase of 28%. See "Non-GAAP Measures" below for a reconciliation of adjusted net income, adjusted net income per diluted share, and adjusted EBITDA to the comparable GAAP amount.

•

Orders in the first quarter of fiscal 2027 were $95,850 or 1.3x net sales. These orders drove backlog to a record $557,217 as of June 30, 2026. Orders for the first quarter of fiscal 2027 included $61,828 of new and follow-on orders to the Defense market to support the U.S. Navy's Columbia and Virginia Class Submarine programs, as well as to provide mission-critical hardware for the MK48 Mod 7 Heavyweight Torpedo. We believe this order activity supports our position as a trusted supplier to the U.S. Navy and allied defense programs. For additional information on these key performance indicators see "Orders, Backlog, and Book-to-Bill Ratio" below.

•

Space orders for the first quarter of fiscal 2027 totaled $14,366 or 2.3x net Space sales for the quarter. Aftermarket orders for the Energy & Process and Defense markets remained strong in the first quarter of fiscal 2027, increasing 5% to $10,899. Orders for large capital projects for the Energy & Process market remained slow during the quarter. FlackTek contributed $13,150 to orders during the quarter or 2.0x net FlackTek sales and was across all our markets. Note that our orders tend to be lumpy given the nature of our business (i.e. large capital projects) and in particular, orders to the Defense industry, which span multiple years and can be significantly larger in size. First quarter of fiscal 2026 orders included $86,500 of follow-on orders to support the U.S. Navy's Virginia Class Submarine program. For additional information on this key performance indicator see "Orders, Backlog, and Book-to-Bill Ratio" below.

•

On April 14, 2026, we entered into a Securities Purchase Agreement with certain accounts advised by T. Rowe Price Investment Management, Inc. pursuant to which we agreed to sell an aggregate of 600 shares of common stock, par value of $0.10 per share for $83.36 per share, based upon the 20-day average closing price of the Company's common stock on the New York Stock Exchange on April 13, 2026, for aggregate gross proceeds of $50,000. We utilized $13,000 of the proceeds for debt repayment and are expected to utilize the remaining proceeds to help fund future investment in organic and inorganic growth opportunities. As a result, Cash and cash equivalents at June 30, 2026 were $26,953, compared with $6,580 at March 31, 2026. Net cash used by operating activities was $12,650 during the first quarter of fiscal 2027, primarily due to the timing of billing and collection of accounts receivable and unbilled revenue and customer deposits, as well as the payment of fiscal 2026 bonuses during the quarter, including the BN Performance Bonus of $4,300, partially offset by cash net income.

Cautionary Note Regarding Forward-Looking Statements

This Form 10-Q and other documents we file with the Securities and Exchange Commission ("SEC") include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements for purposes of this Form 10-Q. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results implied by the forward-looking statements. Forward-looking statements are indicated by

words such as "anticipate," "believe," "continue," "could," "estimate," "can," "may," "intend," "expect," "plan," "goal," "predict," "project," "outlook," "potential," "will," "future," and similar words and expressions.

Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause our actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements including, but not limited to, those described in the "Risk Factors" section in Item 1A of our Annual Report on Form 10-K for fiscal 2026 and elsewhere in the reports we file with the SEC. Undue reliance should not be placed on our forward-looking statements. New risks and uncertainties arise from time to time and we cannot predict these events or how they may affect us and cause actual results to differ materially from those expressed or implied by our forward-looking statements. Therefore, you should not rely on our forward-looking statements as predictions of future events. When considering these risks, uncertainties and assumptions, you should keep in mind the cautionary statements contained in this report and any documents incorporated herein by reference. You should read this document and the documents that we reference in this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

All forward-looking statements included in this Form 10-Q are made only as of the date indicated or as of the date of this Form 10-Q. Except as required by law, we undertake no obligation to update or announce any revisions to forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

Current Market Conditions

Defense - Demand for our equipment and systems for the Defense industry is expected to remain strong and continue to expand, based on Defense budget plans, accelerated ship build schedules due to geopolitical tensions, and the projected build schedule of submarines, aircraft carriers and undersea propulsion and power systems that we provide solutions for. In addition to U.S. Navy applications, we also provide specialty pumps, turbines, compressors, and controllers for various fluid and thermal management systems, radar, laser, electronics, and power systems, as well as advanced mixing systems for energetics. We have built a leading position, and in most instances a sole source position, for certain systems and equipment for the Defense industry, which helps protect us from outside competition. We believe that we have become a strategic supplier to the Defense industry through our ability to provide quality products and meet our customers accelerated delivery schedules, which in turn may lead to awards for components on new programs, as well as additional content on the programs we already supply.

Space - Our turbomachinery, pumps, and cryogenic products and market access provide revenue and growth potential in the commercial Space/Aerospace markets. The commercial Space market has grown and evolved rapidly, and we provide full life-cycle support for rocket engine turbopump systems and components, as well as advanced mixing systems to many of the industry leading launch providers and for satellites. We expect that in the long-term, extended space exploration will become more prevalent, and we anticipate that our thermal/fluid management and environmental control and life support system turbomachinery and advanced mixing systems will play important roles. We are also participating in future aerospace power and propulsion system development through supply of fluid and thermal management systems components. Small, power dense systems are imperative for these applications, and we believe our technology and expertise will enable us to achieve sales growth in this market. Sales and orders to the Space industry are variable in nature and many of our customers, who are key players in the industry, have yet to achieve profitability and may be unable to continue operations without additional funding. As a result, future revenue and growth in this market can be uncertain due to high dependency on launch provider commercialization, timing, and success.

Energy & Process - Our traditional Energy markets are undergoing significant transition. While we expect that fossil fuels will continue to be an important component in the global Energy industry for many years to come, there are significant changes in the priorities for capital investments by our customers and the regions in which those investments are being made. We expect that the systemic changes in the Energy markets, which are influenced by the increasing use by consumers of alternative fuels and government policies to stimulate their usage, will lead to demand growth for fossil-based fuels that is less than the global growth rate. Accordingly, as of late we are seeing the timing of large capital project orders in our traditional Energy & Process markets being pushed out due to volatility in gas prices, tariffs, and geopolitical uncertainty, which has caused customers to delay capital investment. Accordingly, we believe that in the near term the quantity of projects available for us to compete for will remain low and that new project pricing will remain challenging. Additionally, we believe that the majority of new capital investment orders in our traditional Energy markets will be outside the U.S., such as India and the Middle-East. Finally, over the last few years we have experienced an increase in our Energy & Process Aftermarket orders primarily from the domestic market as our customers continue to maintain and invest in the facilities they currently operate and we expect that trend to continue for the foreseeable future.

Over the long-term, we expect that population growth, an expanding global middle class, and an increasing desire for improved quality of life and access to consumer products will drive increased demand for industrial goods within the plastics and resins value chain along with fertilizers and related Process markets. As such, we expect investment in new global process capacity will improve and drive growth in demand for our products and services.

The alternative and clean energy opportunities for our heat transfer, power production, and fluid transfer systems are expected to continue to grow. We assist in designing, developing, and producing equipment for hydrogen production, distribution and fueling systems, concentrated solar power and storage, small modular reactors ("SMRs"), bio-energy products, and geothermal power generation. As a result of increased energy demands driven by population growth, crypto-currency mining, and artificial intelligence ("AI") data centers, we have seen an increase in activity and orders related to SMRs which we expect to continue for the foreseeable future. We believe we are positioned to be a significant contributor as these markets continue to develop.

We intend to stay competitive in our traditional Energy & Process markets by investing in technology. One example of this is our NextGen™ steam ejector nozzle, which has been engineered to reduce steam consumption, lower operating costs, and increase system capacity, allowing refineries and process plants to enhance throughput while minimizing their carbon footprint. We estimate that the total market opportunity for our NextGen™ nozzle exceeds $50,000 over the next 5 to 10 years.

As illustrated below, we have succeeded over the last several years with our strategy to increase our participation in the Defense market, which comprised 84% of our total backlog at June 30, 2026.

*Note: "FYE" refers to fiscal year ended March 31. For additional information on this key performance indicator see "Orders, Backlog, and Book-to-Bill Ratio" below.

Results of Operations

To better understand the significant factors that influenced our performance during the periods presented, the following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the notes to our Condensed Consolidated Financial Statements included in Part I, Item 1, of this Form 10-Q.

The following table summarizes our results of operations for the periods indicated:


	Three Months Ended
	June 30,
	2026			2025
Net sales	$	71,342		$	55,487
Gross profit	$	17,801		$	14,721
Gross profit margin		25.0	%		26.5	%
SG&A expenses	$	13,061		$	9,833
SG&A as a percent of sales		18.3	%		17.7	%
Net income	$	3,912		$	4,595
Income per diluted share	$	0.33		$	0.42

The following tables provide our net sales by market and geographic region including the percentage of total and change in comparison to the prior year for each category and period presented. Percentages may not sum to the total due to rounding:


	Three Months Ended
	June 30,										Change
Market	2026		%			2025		%			$			%
Defense	$	41,383		58	%	$	29,535		53	%	$	11,848			40	%
Space		6,287		9	%		3,378		6	%		2,909			86	%
Energy & Process		23,672		33	%		22,574		41	%		1,098			5	%
Net sales	$	71,342		100	%	$	55,487		100	%	$	15,855			29	%

Geographic Region
United States	$	64,463		90	%	$	46,322		83	%	$	18,141			39	%
International		6,879		10	%		9,165		17	%		(2,286	)		(25	%)
Net sales	$	71,342		100	%	$	55,487		100	%	$	15,855			29	%

Net sales for the first quarter of fiscal 2027 were $71,342, up $15,855, or 29% compared with the first quarter of fiscal 2026, reflecting the strength of our diversified revenue base as well as the acquisition of FlackTek, which added $6,551 to net sales in the quarter. The increase for the quarter was across multiple markets, including an $11,848, or 40%, increase in sales in the Defense market, primarily due to timing of project milestones, as well as new programs and growth in existing programs. Sales to the Space market increased $2,909, or 86%, over the prior year first quarter, due to new programs and the ramp up of existing programs, as well as the FlackTek acquisition. Sales to the Energy & Process markets increased $1,098, or 5%, as increases in Aftermarket sales and contributions from FlackTek were partially offset by push outs on large capital project activity. Aftermarket sales to the Energy & Process and Defense markets of $9,671 remained strong, increasing 20% over the prior year first quarter.

Domestic sales as a percentage of net sales increased to 90% in the first quarter of fiscal 2027 compared with 83% in the first quarter of fiscal 2026. These sales were primarily to the U.S. Defense market, which represented 58% of net sales for the first quarter of fiscal 2027 compared to 53% in the prior year period. Fluctuation in sales among markets, products and geographic locations varies, sometimes significantly, from quarter-to-quarter based on timing and magnitude of projects. See also "Current Market Conditions," above. For additional information on anticipated future sales and our markets, see "Orders, Backlog, and Book-to-Bill Ratio" below.

Gross profit and margin for the first quarter of fiscal 2027 was $17,801 and 25.0%, respectively. The 150 basis point decline in gross profit margin over the prior year first quarter reflects the mix of sales, and in particular, a higher level of Defense sales and material receipts, which carry a lower profit margin.

Changes in SG&A expense, including amortization expense, for the first quarter of fiscal 2027 versus the comparable prior year period are as follows:


	Change FY27 vs. FY26
Personnel costs	$	665
Acquisition & integration expense		602
FlackTek		1,820
Performance-based compensation		(14	)
Professional fees		(182	)
Equity-based compensation		113
ERP implementation costs		120
IT-related costs		610
Bad debt expense		67
BN Performance Bonus		(1,076	)
All other		503
Total SG&A change	$	3,228

The increase in SG&A is primarily driven by the incremental SG&A from the acquisition of FlackTek, which accounted for $1,820 of the increase, and acquisition and integration expenses, which contributed $602 of the increase compared to the prior year first quarter. The remaining increases in SG&A expenses primarily reflect investments we are making in our people, our processes, and our technology, which we expect to be approximately $2,500 of incremental costs for fiscal 2027, partially offset by a reduction to the BN Performance Bonus. In connection with the acquisition of Barber-Nichols, LLC ("BN"), we entered into a Performance Bonus

Agreement to provide employees of BN with a supplemental performance-based award based on the achievement of BN performance objectives for fiscal 2024, 2025, and 2026, which could range between $2,000 to $4,000 per year. The BN Performance Bonus is no longer in effect in fiscal 2027. During the first quarter of fiscal 2026, we recorded $1,076 related to the BN Performance Bonus inclusive of applicable payroll taxes and no expense was recorded for the first quarter of fiscal 2027.

Net interest income for the first quarter of fiscal 2027 was $120 compared with $177 in the first quarter of fiscal 2026 primarily due to higher average debt levels in the first quarter of fiscal 2027 due to borrowings to fund the FlackTek acquisition, which were fully paid down during the first quarter of fiscal 2027.

Our effective tax rate in the first quarter of fiscal 2027 was 6.5%, compared with 8.3% in the first quarter of fiscal 2026. The lower effective tax rates in the first quarter of fiscal 2027 and fiscal 2026 in comparison to the statutory rate were primarily due to the discrete tax benefit recognized in those periods related to the vesting of restricted stock units and the Company's improved stock price in comparison to when those units were granted. Additionally, the fiscal 2027 first quarter effective tax rate is lower than the same period of fiscal 2026 due to a higher mix of pre-tax income in lower tax-rate jurisdictions. Our effective tax rate for fiscal 2027 is expected to be between 18% and 20%, as the impact of these discrete tax items on our effective tax rate will lessen over the course of the year.

The net result of the above is that net income and income per diluted share for the first quarter of fiscal 2027 were $3,912 and $0.33 per share, respectively, compared to $4,595 and $0.42 per share, respectively, for the first quarter of fiscal 2026. Adjusted net income and adjusted net income per diluted share for the first quarter of fiscal 2027 were $5,738 and $0.49 per share, respectively, compared with adjusted net income and adjusted net income per diluted share of $4,938 and $0.45 per share, respectively, for the first quarter of fiscal 2026, an increase of 16% and 9%, respectively. See "Non-GAAP Measures" below for a reconciliation of adjusted net income and adjusted net income per diluted share to the comparable GAAP (defined below) amount.

Non-GAAP Measures

Adjusted net income before interest (income) expense, income taxes, depreciation and amortization ("EBITDA"), adjusted net income, and adjusted net income per diluted share are provided for informational purposes only and are not measures of financial performance under the U.S.'s generally accepted accounting principles ("GAAP").

Management believes the presentation of these financial measures reflecting non-GAAP adjustments provides important supplemental information to investors and other users of our financial statements in evaluating the operating results of the Company. In particular, we excluded those charges and credits that are not directly related to our operating performance, and are not reflective of our underlying business particularly in light of their unpredictable nature. These non-GAAP disclosures have limitations as analytical tools, should not be viewed as a substitute for net income or net income per diluted share determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. In addition, supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to net income or net income per diluted share determined in accordance with GAAP. Adjusted EBITDA, adjusted net income and adjusted net income per diluted share are key metrics used by management and our board of directors to assess the Company’s financial and operating performance and adjusted EBITDA is a basis for a significant portion of management's performance-based compensation.

Adjusted EBITDA excludes charges for depreciation, amortization, interest (income) expense, income taxes, acquisition & integration related expenses (income), equity-based compensation, ERP implementation costs, and other unusual/nonrecurring items. Adjusted net income and adjusted net income per diluted share exclude intangible amortization, acquisition & integration related expenses (income), ERP implementation costs, other unusual/nonrecurring items, and the related tax impacts of those adjustments.

A reconciliation of adjusted EBITDA, adjusted net income, and adjusted net income per diluted share to net income in accordance with GAAP is as follows:


	Three Months Ended
	June 30,
	2026			2025
Net income	$	3,912		$	4,595
Acquisition & integration expense (income), net		1,179			(76	)
Equity-based compensation		645			532
ERP implementation costs		143			23
Net interest income		(120	)		(177	)
Income tax expense		271			418
Depreciation & amortization		2,720			1,523
Adjusted EBITDA	$	8,750		$	6,838

Net Sales		71,342			55,487
Net income as a % of revenue		5.5	%		8.3	%
Adjusted EBITDA as a % of revenue		12.3	%		12.3	%


	Three Months Ended
	June 30,
	2026			2025
Net income	$	3,912		$	4,595
Acquisition & integration expense (income), net		1,179			(76	)
Amortization of intangible assets		1,050			499
ERP implementation costs		143			23
Tax impact of adjustments(1)		(546	)		(103	)
Adjusted net income	$	5,738		$	4,938

GAAP net income per diluted share	$	0.33		$	0.42
Adjusted net income per diluted share	$	0.49		$	0.45
Diluted weighted average common shares outstanding		11,710			11,033

(1) Applies a normalized tax rate to non-GAAP adjustments, which are pre-tax, based upon the statutory tax rate of 23%.

Acquisition & integration expense (income), net are incremental costs that are directly related to, and as a result of, acquisition related activity and the subsequent accounting for the contingent earn-out liabilities. These costs (income) may include, among other things, professional, consulting, travel expenses, and other fees, system integration costs, and contingent consideration fair value adjustments. ERP implementation costs primarily relate to consulting costs (training, data conversion, and project management) incurred in connection with the ERP system being implemented at our Batavia, New York facility in order to enhance efficiency and productivity and are not expected to recur once the project is completed.

Liquidity and Capital Resources

The following discussion should be read in conjunction with our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows:


	June 30,		March 31,
	2026		2026
Cash and cash equivalents	$	26,953	$	6,580
Working capital (1)		37,255		184
Working capital ratio(1)		1.2		1.0

(1) Working capital equals current assets minus current liabilities; Working capital ratio equals current assets divided by current liabilities.

Net cash used by operating activities for the first quarter of fiscal 2027 was $12,650, compared to net cash used by operating activities of $2,259 for the same period in fiscal 2026. Cash flow used by operations during the first quarter of fiscal 2027 was primarily driven by the payment of fiscal 2026 bonuses during the quarter, including the BN Performance Bonus of $4,300, and the timing of billing and collection of unbilled revenue and customer deposits, partially offset by cash net income.

Capital expenditures for the first quarter of fiscal 2027 were $2,609 compared to $7,004 for the comparable period in fiscal 2026 due to timing of major capital expenditure projects. Capital expenditures for the first quarter of fiscal 2027 relate to machinery and equipment, buildings, and leasehold improvements to support our growth and productivity improvement initiatives.

Capital expenditures for fiscal 2027 are expected to be between $18,000 and $22,000 and relate to continued investing in automation, advanced manufacturing capacity and capabilities, our technology, and strategic growth initiatives intended to support long-term scalable growth and margin expansion, and are expected to generate returns on invested capital above 20%. We estimate that our maintenance capital spend is approximately $2,500 per year. For the next several years we expect capital expenditures to be approximately 7% to 10% of sales each year as we continue to invest in our business in order to support our long-term organic growth goals.

Cash and cash equivalents were $26,953 at June 30, 2026 compared with $6,580 at March 31, 2026, up $20,373 primarily due to cash provided by financing activities, partially offset by cash used by operations as discussed above. At June 30, 2026, approximately $394 of our cash and cash equivalents is used to secure our letters of credit and $5,862 of our cash is held by our China and India subsidiaries.

On October 13, 2023, we entered into a five-year revolving credit facility with Wells Fargo that provides a $50,000 line of credit (the "Revolving Credit Facility"). Simultaneous with the close of the FlackTek acquisition on January 23, 2026, we amended our Revolving Credit Facility to increase the limit to $80,000. As of June 30, 2026, there were no borrowings and $5,520 letters of credit outstanding on the Revolving Credit Facility and the amount available to borrow was $74,480, subject to interest and leverage covenants.

The Revolving Credit Facility contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of Wells Fargo, which requires us to maintain (i) a consolidated total leverage ratio not to exceed 3.50:1.00 and (ii) a consolidated fixed charge coverage ratio of at least 1.20:1.00, in both cases computed in accordance with the definitions and requirements specified in the Revolving Credit Facility. As of June 30, 2026, we were in compliance with the financial covenants of the Revolving Credit Facility and our leverage ratio as calculated in accordance with the terms of the Revolving Credit Facility was 0.4x.

The Revolving Credit Facility contains terms that may, under certain circumstances as defined in the agreement, restrict our ability to declare or pay dividends. Any determination by our Board of Directors regarding dividends in the future will depend on a variety of factors, including our future financial performance, organic and inorganic growth opportunities, general economic conditions and financial, competitive, regulatory, and other factors, many of which are beyond our control. We did not pay any dividends during the three months ended June 30, 2026 or during fiscal 2026 and we currently have no intention to pay dividends for the foreseeable future. There can be no guarantee that we will pay dividends in the future.

We did not have any off-balance sheet arrangements as of June 30, 2026 and March 31, 2026, other than letters of credit incurred in the ordinary course of business.

We believe that cash generated from operations, combined with the liquidity provided by available financing capacity under the Revolving Credit Facility, will be adequate to meet our cash needs for the immediate future.

Orders, Backlog, and Book-to-Bill Ratio

In addition to the non-GAAP measures discussed above, management uses the following key performance metrics to analyze and measure the Company’s financial performance and results of operations: orders, backlog, and book-to-bill ratio. Management uses orders and backlog as measures of current and future business and financial performance and these may not be comparable with measures provided by other companies. Orders represent definitive agreements with customers to provide products and/or services. Backlog is defined as the total dollar value of orders received for which revenue has not yet been recognized. Total backlog can include both funded and unfunded orders under government contracts. Management believes tracking orders and backlog are useful as it often times is a leading indicator of future performance. In accordance with industry practice, contracts may include provisions for cancellation, termination, or suspension at the discretion of the customer.

The book-to-bill ratio is an operational measure that management uses to track the growth prospects of the Company. The Company calculates the book-to-bill ratio for a given period as net orders divided by net sales. Over the long-term our goal is to have a book-to-bill ratio of 1.1x, which can vary significantly from quarter to quarter given the nature of our business. Since fiscal 2020, our annual book-to-bill ratio has ranged from 0.9x to 1.5x.

Given that each of orders, backlog and book-to-bill ratio is an operational measure and that the Company's methodology for calculating orders, backlog and book-to-bill ratio does not meet the definition of a non-GAAP measure, as that term is defined by the SEC, a quantitative reconciliation for each is not required or provided.

The following table provides our orders by market and geographic region including the percentage of total orders and change in comparison to the prior year for each category and period presented. Percentages may not sum to the total due to rounding:


	Three Months Ended
	June 30,										Change
Market	2026		%			2025		%			$			%
Defense	$	61,828		65	%	$	106,690		85	%	$	(44,862	)		-42	%
Space		14,366		15	%		413	-				13,953		n/a
Energy & Process		19,656		20	%		18,795		15	%		861			5	%
Total orders	$	95,850		100	%	$	125,898		100	%	$	(30,048	)		-24	%
Book-to-Bill Ratio		1.3					2.3

Geographic Region
United States	$	91,669		96	%	$	122,492		97	%	$	(30,823	)		-25	%
International		4,181		4	%		3,406		3	%		775			23	%
Total orders	$	95,850		100	%	$	125,898		100	%	$	(30,048	)		-24	%

Orders booked in the first quarter of fiscal 2027 were $95,850 or 1.3x net sales for the quarter. Orders for the first quarter of fiscal 2027 included $61,828 of new and follow-on orders to the Defense market to support the U.S. Navy's Columbia and Virginia Class Submarine programs, as well as to provide mission-critical hardware for the MK48 Mod 7 Heavyweight Torpedo. We believe this order activity supports our position as a trusted supplier to the U.S. Navy and allied defense programs. Space orders for the first quarter of fiscal 2027 totaled $14,366 or 2.3x net Space sales for the quarter. Aftermarket orders for the Energy & Process and Defense markets remained strong in the first quarter of fiscal 2027, increasing 5% to $10,899. Orders for large capital projects for the Energy & Process market remained slow during the quarter. FlackTek contributed $13,150 to orders during the quarter, or 2.0x net FlackTek sales. Note that our orders tend to be lumpy given the nature of our business (i.e. large capital projects) and in particular, orders to the Defense industry, which span multiple years and can be significantly larger in size.

Orders to the U.S. represented 96% of total orders for the first quarter of fiscal 2027 compared to 97% in the first quarter of fiscal 2026. These orders were primarily to the defense market which represented 65% of orders for the first quarter of fiscal 2027 and are U.S. based.

The following table provides our backlog by market, including the percentage of total backlog, for each category and period presented. Percentages may not sum to the total due to rounding:


	June 30,					June 30,					Change
Market	2026		%			2025		%			$			%
Defense	$	470,496		84	%	$	417,768		87	%	$	52,728			13	%
Space		45,295		8	%		13,117		3	%		32,178			245	%
Energy & Process		41,426		7	%		51,975		11	%		(10,549	)		-20	%
Total backlog	$	557,217		100	%	$	482,860		100	%	$	74,357			15	%

Backlog was $557,217 at June 30, 2026, a 15% increase over the prior year period. We expect to recognize revenue on approximately 35% to 40% of the backlog within one year, 20% to 25% in one to two years and the remaining beyond two years. The majority of the orders that are expected to convert beyond twenty-four months are for the defense industry, specifically the U.S. Navy, that have a long conversion cycle (up to six years).

Outlook

Based upon the results for the first quarter of fiscal 2027, as well as our expectations for the remainder of the fiscal year, we are reiterating our full year fiscal 2027 guidance provided earlier this year as follows ($ in thousands):


Delaware	16-1194720
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
20 Florence Avenue, Batavia, New York	14020
(Address of principal executive offices)	(Zip Code)


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


		Page
Part I.	FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31

Part II.	OTHER INFORMATION

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	32

Item 6.	Exhibits	33

Signatures		35


	Fiscal 2027
Net Sales	$285,000 to $295,000
Gross Profit	24.5% - 25.5% of sales
SG&A Expenses (Including Amortization)(1)(2)	16.5% - 17.5% of sales
Tax Rate	18% to 20%
Adjusted EBITDA(2)(3)	$35,000 to $40,000
Capital Expenditures	$18,000 to $22,000

(1) Includes approximately $4,000 to $5,000 of equity-based compensation, net acquisition & integration costs, and ERP conversion costs included in SG&A expense.
(2) Includes approximately $2,500 of incremental costs to invest in people, processes, and technology to enable future growth and accelerate the commercialization of Graham products and technologies.
(3) Excludes net interest (income) expense, income taxes, depreciation and amortization from net income, as well as approximately $5,500 to $6,500 of equity-based compensation, net acquisition & integration costs, and ERP conversion costs.


(10)	Material Contracts

	10.1	Form of Securities Purchase Agreement, dated April 14, 2026, is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 15, 2026.

	10.2	Form of Registration Rights Agreement, is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 15, 2026.



#	10.3	Graham Corporation Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives in effect for the fiscal year ending March 31, 2027, is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 5, 2026.



#	10.4	Graham Corporation Annual Executive Cash Bonus Program in effect for Company’s named executive officers for the fiscal year ending March 31, 2027, is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 5, 2026.



		10.5	Transition and Retirement Agreement, dated June 15, 2026, between Graham Corporation and Daniel J. Thoren, is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 17, 2026.



		10.6	Transition and Retirement Agreement, dated June 15, 2026, between Graham Corporation and Alan E. Smith, is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 17, 2026.


(31)	Rule 13a-14(a)/15d-14(a) Certifications

+	31.1	Certification of Principal Executive Officer

+	31.2	Certification of Principal Financial Officer

(32)	Section 1350 Certification

+	32.1	Section 1350 Certifications

(101)	Interactive Data File

+	101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

+	101.SCH	Inline XBRL Taxonomy Extension Schema Document

+	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

+	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

+	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

+	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document



(104)		Cover Page Interactive Data File embedded within the Inline XBRL document

	+ ++ #	Exhibit filed with this report Exhibit furnished with this report Management contract or compensation plan


			GRAHAM CORPORATION
By:			/s/ CHRISTOPHER J. THOME
			Christopher J. Thome
			Vice President-Finance, Chief Financial Officer,
			Chief Accounting Officer and Corporate Secretary
			(On behalf of the Registrant and as Principal Financial Officer)