This is a routine resale registration tied to the April 14 PIPE — no new dilution or capital raise. The ~5.1% overhang from T. Rowe Price's registered shares could create modest selling pressure over time, but the PIPE was priced at a 12% discount to the 20-day VWAP, suggesting the investor had already locked in a discount. Monitor for any 424B prospectus supplements indicating actual sales by the selling stockholders.
Price Chart
Executive Summary
Graham Corp filed an S-3 registration statement to register 599,808 shares of common stock for resale by T. Rowe Price-affiliated selling stockholders. These shares were issued in a $50M PIPE that closed on April 16, 2026 at $83.36 per share. The company receives no proceeds from this resale registration — it is a contractual obligation under the PIPE's registration rights agreement.
Key Facts
- S-3 registers 599,808 shares of common stock for resale by T. Rowe Price-managed accounts
- Shares were issued in a PIPE on April 14, 2026 at $83.36/share for $50M aggregate gross proceeds
- Company will not receive any proceeds from the resale of shares under this S-3
- PIPE closed on April 16, 2026; S-3 filed on April 30, 2026 (within the 30-day contractual window)
- Based on 11,672,823 shares outstanding as of April 27, 2026, the registered shares represent ~5.1% of outstanding
- Stock closed at $94.66 on April 27, 2026 — 13.6% above the PIPE price of $83.36
Financial Impact
No new capital raised; 599,808 shares registered for resale (~5.1% of outstanding at current market value of ~$56.8M based on $94.66/share)
Risk Factors
- Potential overhang from up to 599,808 shares being sold into the market over time
- T. Rowe Price may sell shares at any time, creating intermittent supply pressure
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3 Filing (Primary) | 0001193125-26-197499 |
| Document: d62648dexfilingfees.htm | 0001193125-26-197499 |
| Document: d62648dex51.htm | 0001193125-26-197499 |
| Document: d62648dex231.htm | 0001193125-26-197499 |
| Document: 0001193125-26-197499-index-headers.html | 0001193125-26-197499 |
| Document: 0001193125-26-197499-index.html | 0001193125-26-197499 |
| Document: 0001193125-26-197499.txt | 0001193125-26-197499 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | SC 13G | $68.50 | awaiting T+60 | — | $69.66 (+1.70%) |
Jul 14, 2026 15w ago | DEFA14A | $107.05 $84.34 | ▼ −21.21% | ▼ −24.59% | $69.66 (−34.93%) |
Jun 18, 2026 18w ago | 8-K | $110.73 $83.69 | ▼ −24.42% | ▼ −26.31% | $69.66 (−37.09%) |
Jun 17, 2026 18w ago | 8-K | $115.89 $87.90 | ▼ −24.15% | ▼ −27.30% | $69.66 (−39.89%) |
Jun 8, 2026 20w ago | 8-K | $95.34 $83.49 | ▼ −12.43% | ▼ −15.48% | $69.66 (−26.94%) |
Apr 30, 2026 25w ago | S-3 | $94.80 $99.82 | ▲ +5.30% | ▲ +2.23% | $69.66 (−26.52%) |
Apr 15, 2026 27w ago | 8-K | $91.97 $107.44 | ▲ +16.82% | ▲ +8.68% | $69.66 (−24.26%) |
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