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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): December 4, 2025

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 December 4, 2025, Argan, Inc. (“Argan”) issued a press release announcing its financial results for the three months ended October 31, 2025. 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 December 4, 2025

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: December 4, 2025

 

 

By:

 

/s/ Joshua S. Baugher

 

 

 

Joshua S. Baugher

 

 

 

Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1 2 agx-20251204xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

Argan, Inc. Reports Third Quarter Fiscal 2026 Results

Reports Record Backlog of $3.0 Billion

December 4, 2025 – ARLINGTON, VA – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) today announces financial results for its third quarter of fiscal year 2026 ended October 31, 2025. The Company will host an investor conference call today, December 4, 2025, at 5:00 p.m. ET.

Consolidated Financial Highlights

($ in thousands, except per share data)

October 31, 

 

For the Quarter Ended:

    

2025

    

2024

    

Change

 

Revenues

$

251,153

$

257,008

$

(5,855)

Gross profit

 

46,949

 

44,327

 

2,622

Gross margin %

 

18.7

%  

 

17.2

%  

 

1.5

%

Net income

$

30,737

$

28,010

$

2,727

Diluted earnings per share

 

2.17

 

2.00

 

0.17

EBITDA

40,297

37,509

2,788

EBITDA as a % of revenues

16.0

%  

14.6

%  

1.4

%

Cash dividends per share

 

0.500

 

0.375

 

0.125

October 31, 

For the Nine Months Ended:

2025

2024

Change

Revenues

$

682,556

$

641,705

$

40,851

Gross profit

 

128,079

 

93,376

 

34,703

Gross margin %

 

18.8

%  

 

14.6

%  

 

4.2

%

Net income

$

88,562

$

54,090

$

34,472

Diluted earnings per share

 

6.27

 

3.91

 

2.36

EBITDA

106,821

74,241

32,580

EBITDA as a % of revenues

15.7

%  

11.6

%  

4.1

%

Cash dividends per share

 

1.250

 

0.975

 

0.275

    

October 31, 

January 31, 

    

 

As of:

2025

2025

Change

 

Cash, cash equivalents and investments

$

726,821

$

525,137

$

201,684

Net liquidity (1)

 

377,311

 

301,443

 

75,868

Share repurchase treasury stock, at cost

113,590

105,643

7,947

Project backlog

 

2,973,000

 

1,361,000

 

1,612,000


(1)​

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 solid third quarter results highlighted by our record backlog of $3.0 billion, which as expected, reflects the addition of two new gas-fired projects in the quarter – the 1.4 GW CPV Basin Ranch Energy Center in Ward County, Texas, and a 860 MW facility, also located in Texas.  With these new projects added, we are currently under contract for the construction of approximately 6 GW of power generating assets.  


“There is significant urgency around the construction of new, combined-cycle natural gas projects as older facilities reach the end of their useful life and new resources are needed to meet the growing demand for reliable energy to power the ‘electrification of everything’.  Moving forward, we expect to periodically add projects to our backlog as power plant construction projects underway make progress and are completed.  With our visibility today, we are optimistic about our ability to drive revenue growth and enhanced profitability for many years to come. As we move through the close of fiscal 2026, we remain committed to our disciplined approach to capitalizing on the strong demand we are seeing for our services, with a focus on pursuing the right projects with the right partners in the right geographies.”

Third Quarter Results

Consolidated revenues for the quarter ended October 31, 2025, were $251.2 million, a decrease of $5.9 million, or 2.3%, from consolidated revenues of $257.0 million reported for the comparable prior-year quarter. The decrease in revenues relative to the prior-year quarter reflects the timing of work performed and project mix, as recently awarded contracts are progressing through early construction stages, while the prior-year period included peak execution activity on several large projects.

For the quarter ended October 31, 2025, Argan’s consolidated gross profit was $46.9 million, or 18.7% of consolidated revenues. Consolidated gross profit for the quarter ended October 31, 2024 was $44.3 million, or 17.2% of consolidated revenues. The increase from the comparable prior-year quarter is primarily due to improved gross profit margins for the Power Industry Services and Industrial Construction Services segments.

Selling, general and administrative expenses were $14.3 million and $14.0 million for the three months ended October 31, 2025 and 2024, respectively, and represented 5.7% and 5.4% of corresponding consolidated revenues, respectively.

Other income, net, for the three months ended October 31, 2025 was $7.1 million, which primarily reflected investment income earned during the period.

For the quarter ended October 31, 2025, Argan achieved net income of $30.7 million, or $2.17 per diluted share, compared to $28.0 million, or $2.00 per diluted share, for last year’s third quarter. EBITDA for the quarter ended October 31, 2025 increased to $40.3 million compared to $37.5 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 $726.8 million and $525.1 million as of October 31, 2025 and January 31, 2025, respectively. Balance sheet net liquidity was $377.3 million at October 31, 2025 and $301.4 million at January 31, 2025; furthermore, the Company had no debt.

First Nine Months Results

Consolidated revenues for the nine months ended October 31, 2025 were $682.6 million, an increase of $40.9 million, or 6.4%, from consolidated revenues of $641.7 million reported for the comparable prior year period. For the nine months ended October 31, 2025, consolidated gross profit increased to approximately $128.1 million, or 18.8% of consolidated revenues, compared to consolidated gross profit of $93.4 million, or 14.6% of consolidated revenues, reported for the nine months ended October 31, 2024.

For the nine months ended October 31, 2025, Argan achieved net income of $88.6 million, or $6.27 per diluted share, versus net income of $54.1 million, or $3.91 per diluted share, for last year’s comparable period.


EBITDA for the nine months ended October 31, 2025 increased to $106.8 million compared to $74.2 million in the same period of last year.

As of October 31, 2025, consolidated project backlog was approximately $3.0 billion, as compared to approximately $1.4 billion at January 31, 2025.

Conference Call and Webcast

Argan will host a conference call and webcast for investors today, December 4, 2025, 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: 510701.

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

https://www.webcaster5.com/Webcast/Page/2961/53159

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 December 18, 2025, and can be accessed by dialing 877-481-4010 (domestic) or 919-882-2331 (international). The replay access code is 53159. A replay of the webcast can be accessed until December 4, 2026.

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.

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”), a non-GAAP financial measure. The Company believes that the non-GAAP financial measure described in this press release is important to management and investors because the measure supplements the understanding of Argan’s ongoing operating results, excluding the effects of capital structure, depreciation, amortization, and income tax rates. The non-GAAP financial measure referred to above should be considered in conjunction with, and not as a substitute for, the GAAP financial information presented in this press release. Financial tables at the end of this press release provide a reconciliation of the non-GAAP financial measures to the 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)

(Unaudited)

Three Months Ended

Nine Months Ended

October 31, 

October 31, 

    

2025

    

2024

    

2025

    

2024

REVENUES

$

251,153

$

257,008

$

682,556

$

641,705

Cost of revenues

 

204,204

 

212,681

 

554,477

 

548,329

GROSS PROFIT

 

46,949

 

44,327

 

128,079

 

93,376

Selling, general and administrative expenses

 

14,316

 

13,995

 

41,049

 

37,848

INCOME FROM OPERATIONS

 

32,633

 

30,332

 

87,030

 

55,528

Other income, net

 

7,061

 

6,646

 

18,086

 

17,044

INCOME BEFORE INCOME TAXES

 

39,694

 

36,978

 

105,116

 

72,572

Provision for income taxes

 

8,957

 

8,968

 

16,554

 

18,482

NET INCOME

30,737

28,010

88,562

54,090

OTHER COMPREHENSIVE INCOME, NET OF TAXES

Foreign currency translation adjustments

 

165

(957)

3,535

(1,933)

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

1,296

(659)

2,894

(169)

COMPREHENSIVE INCOME

$

32,198

$

26,394

$

94,991

$

51,988

EARNINGS PER SHARE

 

  

 

 

  

 

  

Basic

$

2.22

$

2.07

$

6.45

$

4.04

Diluted

$

2.17

$

2.00

$

6.27

$

3.91

WEIGHTED AVERAGE SHARES OUTSTANDING

 

  

 

 

  

 

  

Basic

 

13,830

 

13,530

 

13,731

 

13,398

Diluted

 

14,157

 

14,034

 

14,134

 

13,830

CASH DIVIDENDS PER SHARE

$

0.500

$

0.375

$

1.250

$

0.975


ARGAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

(Unaudited)

October 31, 

January 31, 

    

2025

    

2025

ASSETS

 

  

 

  

CURRENT ASSETS

 

  

 

  

Cash and cash equivalents

$

306,294

$

145,263

Investments

 

420,527

379,874

Accounts receivable, net

 

170,381

 

175,808

Contract assets

 

38,402

 

28,430

Other current assets

 

61,567

 

51,925

TOTAL CURRENT ASSETS

 

997,171

 

781,300

Property, plant and equipment, net

 

15,777

 

14,463

Goodwill

 

28,033

 

28,033

Intangible assets, net

 

1,532

1,826

Deferred taxes, net

552

Right-of-use and other assets

 

8,356

10,053

TOTAL ASSETS

$

1,050,869

$

836,227

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

CURRENT LIABILITIES

 

  

 

  

Accounts payable

$

100,798

$

97,297

Accrued expenses

 

67,144

 

83,319

Contract liabilities

 

451,918

 

299,241

TOTAL CURRENT LIABILITIES

 

619,860

 

479,857

Deferred taxes, net

 

6,116

 

Noncurrent liabilities

 

5,183

4,513

TOTAL LIABILITIES

 

631,159

 

484,370

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; 13,873,410 and 13,634,214 shares outstanding at October 31, 2025 and January 31, 2025, respectively

 

2,374

 

2,374

Additional paid-in capital

 

167,075

 

168,966

Retained earnings

 

363,960

 

292,698

Treasury stock, at cost – 1,954,879 and 2,194,075 shares at October 31, 2025 and January 31, 2025, respectively

(113,590)

(105,643)

Accumulated other comprehensive loss

 

(109)

(6,538)

TOTAL STOCKHOLDERS’ EQUITY

 

419,710

 

351,857

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

1,050,869

$

836,227


ARGAN, INC. AND SUBSIDIARIES

RECONCILIATION TO EBITDA

(In thousands)

(Unaudited)

Three Months Ended

October 31, 

    

2025

    

2024

Net income, as reported

$

30,737

$

28,010

Provision for income taxes

 

8,957

 

8,968

Depreciation

 

505

 

433

Amortization of intangible assets

 

98

 

98

EBITDA

$

40,297

$

37,509

    

Nine Months Ended

October 31, 

    

2025

    

2024

Net income, as reported

$

88,562

$

54,090

Provision for income taxes

 

16,554

 

18,482

Depreciation

 

1,411

 

1,376

Amortization of intangible assets

 

294

 

293

EBITDA

$

106,821

$

74,241