Graham Corporation Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Equity-Based Compensation

Equity-Based Compensation

6 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

NOTE 5 – EQUITY-BASED COMPENSATION:

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.

One, time vesting restricted stock units ("RSUs") and no performance based restricted stock units ("PSUs") were awarded in the three months ended September 30, 2025. No RSUs or PSUs were awarded during the three months ended September 30, 2024. The following restricted stock units were awarded in the six months ended September 30, 2025 and 2024:


	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
Six months ended September 30,	Directors		Key Employees		Key Employees		Awarded
2025
Time Vesting RSUs	11		17			—	28
Performance Vesting PSUs		—		—	42		42
2024
Time Vesting RSUs	18		29		8		55
Performance Vesting PSUs		—		—	62		62

(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 September 30, 2025, a total of 88 shares of common stock remain available to be purchased under the ESPP.

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


	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Restricted stock awards	$	—	$	6	$	—	$	33
Restricted stock units		517		394		1,006		682
Employee stock purchase plan		36		34		79		63
	$	553	$	434	$	1,085	$	778

Income tax benefit recognized	$	127	$	100	$	248	$	179