Short answer
GRAHAM CORP (GHM) filed an 8-K current report with the SEC on April 15, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 3.02 (Unregistered Sales of Equity Securities), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). $50 million PIPE at $83.36 per share to accounts advised by T. Rowe Price.
GRAHAM CORP 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $50 million PIPE at $83.36 per share to accounts advised by T. Rowe Price
- Issuance of 599,808 shares, creating equity dilution for existing shareholders
- Expected closing April 16, 2026, subject to customary conditions
- Shares subject to registration filing within 30 days after closing
- Registration effectiveness targeted by the 75th day after filing if SEC review occurs
Item 3.02 · Unregistered Sales of Equity Securities
- Graham agreed to issue 599,808 common shares to investors under a private-placement exemption
- Unregistered issuance avoids public registration but increases shares outstanding and potential dilution
- Transaction terms and investor consideration require review of the Purchase Agreement referenced in the filing
Item 7.01 · Regulation FD Disclosure
- April 15, 2026 press release announced a PIPE financing
- PIPE terms and potential dilution require review of Exhibit 99.1
- Regulation FD disclosure makes the financing announcement broadly available to investors
Item EX-99.1 · Exhibit EX-99.1
- $50 million equity investment from T. Rowe Price accounts for 599,808 shares at $83.36 per share
- Shares represent 5% of Graham’s common stock, creating potential future resale overhang after registration
- Proceeds targeted for debt repayment, balance-sheet strengthening, and organic or inorganic growth
- Transaction expected to close April 16, 2026, subject to customary conditions
- Resale registration statement due within 30 days, increasing liquidity for the new investor
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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