Form 8-K

8-K — ARGAN INC

Accession: 0001104659-26-070517

Filed: 2026-06-04

Period: 2026-06-04

CIK: 0000100591

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — agx-20260604x8k.htm (Primary)

EX-99.1 (agx-20260604xex99d1.htm)

GRAPHIC (agx-20260604xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: agx-20260604x8k.htm · Sequence: 1

ARGAN, INC._June 4, 2026

0000100591false00001005912026-06-042026-06-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of Earliest Event Reported): June 4, 2026

ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-31756

13-1947195

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4075 Wilson Boulevard, Suite 440, Arlington, Virginia

22203

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (301) 315-0027

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of Each Class:

Trading Symbol(s):

Name of Each Exchange on

Which Registered:

Common Stock, $0.15 Par Value

AGX

New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

On June 4, 2026, Argan, Inc. (“Argan”) issued a press release announcing its financial results for the three months ended April 30, 2026. A copy of Argan’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

99.1

Press Release issued by Argan on June 4, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARGAN, INC.

Date: June 4, 2026

By:

/s/ Joshua S. Baugher

Joshua S. Baugher

Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: agx-20260604xex99d1.htm · Sequence: 2

Exhibit 99.1

Argan, Inc. Reports First Quarter Fiscal 2027 Results

Record Revenue of $291.0 Million; Backlog of $2.8 Billion

June 4, 2026 – ARLINGTON, VA – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) today announces financial results for its first quarter of fiscal year 2027 ended April 30, 2026. The Company will host an investor conference call today, June 4, 2026, at 5:00 p.m. ET.

Consolidated Financial Highlights

($ in thousands, except per share data)

April 30,

For the Quarter Ended:

2026

2025

Change

Revenues

290,954

193,660

97,294

Gross profit

61,114

36,863

24,251

Gross margin %

21.0

19.0

2.0

Net income

46,063

22,550

23,513

Diluted earnings per share

3.24

1.60

1.64

Adjusted EBITDA(1)

56,439

31,487

24,952

Adjusted EBITDA margin(1)

19.4

16.3

3.1

Cash dividends per share

0.500

0.375

0.125

April 30,

January 31,

As of:

2026

Change

Cash, cash equivalents and investments

973,555

894,981

78,574

Net liquidity(2)

421,419

421,000

419

Share repurchase treasury stock, at cost

134,969

114,361

20,608

Project backlog

2,767,000

2,929,000

(162,000)

(1)

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Please refer to “Non-GAAP Financial Measures.”

(2)

Net liquidity, or working capital, is defined as total current assets less total current liabilities.

David Watson, President and Chief Executive Officer of Argan, commented, “We delivered a strong start to fiscal 2027 with record revenue of $291 million, gross margin of 21%, diluted earnings per share of $3.24, and adjusted EBITDA of $56.4 million. Our first quarter results reflect exceptional execution across our business, with all three of our operating segments achieving significant revenue growth as compared to the first quarter of fiscal 2026.

“Our project pipeline remains robust, with heightened demand for our capabilities as the electrification of everything, the onshoring of domestic manufacturing, and the proliferation of data centers continue to create an urgent need for additional energy infrastructure. Gas-fired plants remain the ideal solution for delivering the reliable, uninterrupted power needed, and only a limited number of firms are able to successfully execute these complex projects. The robust demand environment, coupled with our proven track record, allows us a disciplined approach in choosing the right projects, in the right locations, with the right partners.

“Our industrial segment is also seeing increased demand, highlighted by a data center contract we were awarded in November 2025 for the fabrication of pressure vessels. In support of this project and to better position us to address new opportunities, we have begun construction on a new fabrication facility in North Carolina, which we expect to complete during the third quarter of fiscal 2027.

“Argan remains very well positioned with the skill set, financial flexibility, industry relationships and longstanding customer base to capitalize on the current demand environment as we strengthen our leadership role as a partner of choice for the buildout of energy and industrial infrastructure.”

First Quarter Results

Consolidated revenues for the quarter ended April 30, 2026, were $291.0 million, an increase of $97.3 million, or 50.2%, from consolidated revenues of $193.7 million reported for the comparable prior-year quarter. The year-over-year increase reflects higher revenues across all of the Company’s business segments. In the Power segment, revenue growth was driven by the continued ramp-up of construction activities on recently awarded contracts.

For the quarter ended April 30, 2026, Argan's consolidated gross profit was $61.1 million, or 21.0% of consolidated revenues, compared to $36.9 million, or 19.0% of consolidated revenues, for the quarter ended April 30, 2025. The increase primarily reflects improved gross profit margins in the Power segment, driven by a shift in project and contract mix, strong project execution, and the achievement of substantial completion ahead of schedule on the final Midwest Solar and Battery Project.

Selling, general and administrative expenses were $15.7 million and $12.5 million for the three months ended April 30, 2026 and 2025, respectively, and represented 5.4% and 6.5% of corresponding consolidated revenues, respectively.

Other income, net, for the three months ended April 30, 2026 was $8.4 million, which primarily reflected investment income earned during the period.

For the quarter ended April 30, 2026, Argan achieved net income of $46.1 million, or $3.24 per diluted share, compared to $22.6 million, or $1.60 per diluted share, for last year’s first quarter. EBITDA for the quarter ended April 30, 2026 increased to $54.4 million compared to $30.3 million for the same quarter of last year. Adjusted EBITDA for the quarter ended April 30, 2026 increased to $56.4 million compared to $31.5 million for the same quarter of last year.

Argan continues to generate significant cash flow and increased its total balance of cash, cash equivalents and investments during the quarter. The total balances were $973.6 million and $895.0 million as of April 30, 2026 and January 31, 2026, respectively. Balance sheet net liquidity was $421.4 million at April 30, 2026 and $421.0 million at January 31, 2026; furthermore, the Company had no debt.

As of April 30, 2026, consolidated project backlog was approximately $2.8 billion, as compared to approximately $2.9 billion at January 31, 2026.

Conference Call and Webcast

Argan will host a conference call and webcast for investors today, June 4, 2026, at 5:00 p.m. ET.

Domestic stockholders and interested parties may participate in the conference call by dialing (888) 506-0062 and international participants should dial (973) 528-0011; all callers shall use access code: 208616.

The call and the accompanying slide deck will also be webcast at:

https://www.webcaster5.com/Webcast/Page/2961/54078

The conference call and slide deck may also be accessed via the Investor Center section of the Company’s website at https://arganinc.com/investor-center. Please allow extra time prior to the call to visit the site.

A replay of the teleconference will be available until June 18, 2026, and can be accessed by dialing 877-481-4010 (domestic) or 919-882-2331 (international). The replay access code is 54078. A replay of the webcast can be accessed until June 4, 2027.

About Argan

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

Non-GAAP Financial Measures

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Within this press release, the Company makes reference to earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA margin, each of which is a non-GAAP financial measure. The Company defines Adjusted EBITDA as EBITDA adjusted to exclude the impact of non-cash stock-based compensation expense. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenues.

The Company believes these non-GAAP financial measures provide useful supplemental information to management and investors in evaluating the Company's operating performance because they exclude certain items that may not be indicative of the Company's core operating results or may affect comparability between periods or among companies with different capital structures, tax positions, depreciation policies, or equity compensation practices. Adjusted EBITDA and Adjusted EBITDA margin exclude stock-based compensation expense, a non-cash item that management believes impacts the comparability of operating results between reporting periods.

These non-GAAP financial measures should be considered in conjunction with, and not as substitutes for, the GAAP financial information presented in this press release. These measures have limitations as analytical tools because they exclude certain items, including interest, income tax expense, depreciation and amortization expense, and in the case of Adjusted EBITDA and Adjusted EBITDA margin, stock-based compensation expense. The methods used by the Company to calculate these non-GAAP financial measures may differ from methods used by other companies and, as a result, may not be comparable to similarly titled measures reported by other companies. Financial tables at the end of this press release provide reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.

Safe Harbor Statement

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Reference is hereby made to the cautionary statements made by the

Company with respect to risk factors set forth in its most recent reports on Form 10-K, Forms 10-Q and other SEC filings. The Company’s future financial performance is subject to risks and uncertainties including, but not limited to, the successful addition of new contracts to project backlog, the receipt of corresponding notices to proceed with contract activities, and the Company’s ability to successfully complete the projects that it obtains. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to the risk factors highlighted above and described regularly in the Company’s SEC filings.

Company Contact:

David Watson

301.315.0027

Investor Relations Contacts:

John Nesbett/Jennifer Belodeau

IMS Investor Relations

203.972.9200

argan@imsinvestorrelations.com

Argan, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(In thousands, except per share data)

Three Months Ended

April 30,

2026

2025

(Unaudited)

REVENUES

290,954

193,660

Cost of revenues

229,840

156,797

GROSS PROFIT

61,114

36,863

Selling, general and administrative expenses

15,719

12,521

INCOME FROM OPERATIONS

45,395

24,342

Other income, net

8,374

5,444

INCOME BEFORE INCOME TAXES

53,769

29,786

Provision for income taxes

7,706

7,236

NET INCOME

46,063

22,550

OTHER COMPREHENSIVE INCOME, NET OF TAXES

Foreign currency translation adjustments

(541)

3,621

Net unrealized (losses) gains on available-for-sale securities

(2,659)

2,680

COMPREHENSIVE INCOME

42,863

28,851

EARNINGS PER SHARE

Basic

3.30

1.65

Diluted

3.24

1.60

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic

13,959

13,628

Diluted

14,197

14,112

CASH DIVIDENDS PER SHARE

0.500

0.375

Argan, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share data)

April 30,

January 31,

2026

(Unaudited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

355,847

339,481

Investments

617,708

555,500

Accounts receivable, net

130,808

133,677

Contract assets

36,917

43,397

Other current assets

74,828

60,202

TOTAL CURRENT ASSETS

1,216,108

1,132,257

Property, plant and equipment, net

18,271

16,596

Goodwill

28,033

Intangible assets, net

1,375

1,450

Deferred taxes, net

—

Right-of-use and other assets

22,651

8,018

TOTAL ASSETS

1,286,438

1,186,354

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable

123,850

107,540

Accrued expenses

105,065

89,748

Contract liabilities

565,774

513,969

TOTAL CURRENT LIABILITIES

794,689

711,257

Deferred taxes, net

4,907

6,555

Noncurrent liabilities

13,331

6,280

TOTAL LIABILITIES

812,927

724,092

STOCKHOLDERS’ EQUITY

Preferred stock, par value $0.10 per share – 500,000 shares authorized; no shares issued and outstanding

—

Common stock, par value $0.15 per share – 30,000,000 shares authorized; 15,828,289 shares issued; 14,020,427 and 13,950,712 shares outstanding at April 30, 2026 and January 31, 2026, respectively

2,374

Additional paid-in capital

163,233

167,234

Retained earnings

445,255

406,197

Treasury stock, at cost – 1,807,862 and 1,877,577 shares at April 30, 2026 and January 31, 2026, respectively

(134,969)

(114,361)

Accumulated other comprehensive (loss) income

(2,382)

818

TOTAL STOCKHOLDERS’ EQUITY

473,511

462,262

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

1,286,438

1,186,354

Argan, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(Dollars in thousands)

(Unaudited)

Three Months Ended

April 30,

2026

2025

Revenues

290,954

193,660

Net income, as reported

46,063

22,550

Provision for income taxes

7,706

7,236

Depreciation

559

415

Amortization of intangible assets

EBITDA

54,403

30,299

Stock-based compensation expense

2,036

1,188

Adjusted EBITDA

56,439

31,487

Adjusted EBITDA margin

19.4

16.3

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v3.26.1

Document and Entity Information

Jun. 04, 2026

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ARGAN, INC.

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