Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): December 12, 2024

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ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

 

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Delaware		001-31756		13-1947195
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

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One Church Street, Suite 201, Rockville, MD		20850
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

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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:

 

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☐	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))

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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).

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Emerging growth company   ☐

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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. ☐

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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

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Item 8.01. Other Events.

On December 12, 2024, Argan, Inc. issued a press release announcing that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.375 per common share. The dividend will be payable on January 31, 2025 to stockholders of record at the close of business on January 23, 2025.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.		Description
99.1		Press Release issued by Argan on December 12, 2024
104	​	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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.
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Date: December 12, 2024				By:		/s/ Joshua S. Baugher
						Joshua S. Baugher
						Senior Vice President, Chief Financial Officer and Treasurer

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Exhibit 99.1

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ARGAN, INC. DECLARES REGULAR QUARTERLY CASH DIVIDEND OF $0.375 PER COMMON SHARE

December 12, 2024 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) today announces that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.375 per common share. The dividend will be payable on January 31, 2025 to stockholders of record at the close of business on January 23, 2025.

David Watson, President and Chief Executive Officer of Argan, commented, “We are pleased to declare a regular quarterly cash dividend of $0.375 per common share. We remain confident in our business and energized by the strong demand for new projects.

“Earlier this week we disclosed via Form 8-K that our subsidiary Gemma Power Systems received a full notice to proceed on an approximately 700 MW combined-cycle natural gas-fired power plant located in the United States. We are seeing a robust pipeline of opportunities as the industry accelerates efforts to build the facilities needed to provide reliable and high-quality power to support the expected significant growth in energy demand. We believe our expertise and well-established reputation as a partner of choice in the power industry position us well as we continue to pursue new opportunities.”

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 telecommunications infrastructure services.

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, the Company’s ability to successfully complete the projects that it obtains, and the Company’s effectiveness in mitigating future losses related to the Kilroot loss contract. 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.

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Company Contact:

David Watson

301.315.0027 ​ Investor Relations Contacts: John Nesbett/Jennifer Belodeau IMS Investor Relations 203.972.9200

[e-mail]

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Document and Entity Information	Dec. 12, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Dec. 12, 2024
Entity File Number	001-31756
Entity Registrant Name	ARGAN, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-1947195
Entity Address, Address Line One	One Church Street
Entity Address, Adress Line Two	Suite 201
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	301
Local Phone Number	315-0027
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.15 Par Value
Trading Symbol	AGX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000100591
Amendment Flag	false

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