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Get filing alertsGraham Corp raises $50M in private placement to T. Rowe Price at $83.36/share
Filed April 15, 2026 · Period ending April 14, 2026 · ~1 min read
Key Changes
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Graham sold 599,808 common shares at $83.36 per share to T. Rowe Price-advised accounts for $50M gross proceeds, closing April 16, 2026. This represents roughly 7-8% dilution based on typical small-cap share counts.
Item 1.01, 3.02 verify on EDGAR → -
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Company must register these shares within 30 days and get SEC approval within 75 days, allowing T. Rowe Price to sell freely once effective—potentially creating near-term selling pressure.
Item 1.01 verify on EDGAR → -
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The private placement used exemptions under Section 4(a)(2) and Rule 506(b), meaning shares are initially restricted and sold only to accredited institutional investors.
Item 3.02 verify on EDGAR →
Summary
Graham Corporation completed a $50 million capital raise through a private placement with institutional accounts managed by T. Rowe Price, issuing nearly 600,000 shares at $83.36 each. The deal closed April 16, 2026, providing immediate cash to the industrial equipment manufacturer.
For existing shareholders, this means modest dilution—the new shares represent a meaningful but not overwhelming addition to the share count. The key near-term watch item is the registration timeline. Graham committed to register these shares within 30 days and obtain SEC effectiveness within 75 days. Once registered, T.
Rowe Price can sell freely in the open market, which could pressure the stock price if they choose to liquidate quickly. However, T. Rowe Price's participation as a sophisticated institutional investor may signal confidence in Graham's prospects. Investors should monitor whether the company discloses how it plans to deploy the $50M—whether for acquisitions, debt reduction, capital expenditures, or general corporate purposes—as that will determine whether the dilution creates offsetting value.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Under the Registration Rights Agreement, the Company will agree to register the Shares on a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) within 30 calendar days following the closing of the PIPE and will agree to use its reasonable best efforts to have the registration statement declared effective upon the earlier of: (i) the 75th calendar day following the initial filing date of the registration statement if the SEC notifies the Company that it will “review” the registration statement and (ii) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review.
Graham has committed to register the newly issued shares with the SEC within 30 days of closing and to obtain effectiveness within specific timeframes. This registration will allow the T. Rowe Price-advised investors to freely sell their shares in the public market once the registration statement becomes effective, potentially creating selling pressure on the stock.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Graham Corp sold 599,808 shares of common stock to investors in a private placement exempt from registration.
Added in current filing · verify on EDGAR →
Pursuant to the Purchase Agreement, the Company has agreed to sell to the Investors an aggregate of 599,808 shares of the Company’s common stock.
Graham Corp disclosed a private placement transaction where it agreed to sell 599,808 shares of common stock to investors. The sale is being conducted under an exemption from SEC registration requirements, specifically Section 4(a)(2) of the Securities Act or Rule 506(b) of Regulation D, which allows private placements to accredited investors without a public offering registration.
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The offer and sale of the Shares to the Investors is being completed in reliance on an exemption from registration under the Securities Act pursuant to Section 4(a) (2) of the Securities Act or Rule 506(b) of Regulation D of the Securities Act.
The company is relying on private placement exemptions to avoid registering this stock sale with the SEC. This means the shares are being sold to a limited number of investors, likely accredited investors, and the shares will be restricted securities that cannot be freely traded immediately.
Event · Item 7.01 — Regulation FD Disclosure
Graham Corp announced a PIPE (private investment in public equity) transaction via press release.
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On April 15, 2026, the Company issued a press release announcing the PIPE.
Graham Corp disclosed a PIPE (private investment in public equity) transaction through a press release. A PIPE typically involves selling shares to private investors at a negotiated price, often to raise capital quickly. The 8-K does not provide details on the size, terms, or purpose of the PIPE, as those details are contained in the attached press release exhibit.
Event · Item 9.01 — Financial Statements and Exhibits
Graham Corp disclosed securities purchase and registration rights agreements dated April 14, 2026.
Added in current filing · verify on EDGAR →
Form of Securities Purchase Agreement, dated April 14, 2026.
The company entered into a securities purchase agreement on April 14, 2026.Investors should review the full agreement and press release for material terms.
Added in current filing · verify on EDGAR →
Form of Registration Rights Agreement.
The company executed a registration rights agreement, typically granting investors the right to register securities for resale. This suggests the securities purchase may involve restricted securities that investors can later register and sell publicly.
Added in current filing · verify on EDGAR →
Press Release dated April 15, 2026.
A press release was issued on April 15, 2026, likely providing public disclosure of the securities transaction. The press release would contain material details not included in the 8-K body itself.
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