ARGAN INC

In addition to the other information set forth in this Quarterly Report on Form 10–Q, carefully consider the factors discussed in Part I, Item 1A Risk Factors in our Annual Report on Form 10–K, which could materially affect our business, financial condition, or future results.

Our board of directors has authorized management to repurchase shares of our common stock in the open market, through investment banking institutions, privately-negotiated transactions, or direct purchases pursuant to a share repurchase program (the “Share Repurchase Plan”). On April 8, 2026, the board of directors increased the total authorization under the Share Repurchase Plan by $50 million, bringing the aggregate authorized amount to $200 million. The timing and amount of any repurchases will depend on market and business conditions, applicable legal and credit requirements, and other corporate considerations. In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, and pursuant to the Share Repurchase Plan, we have permitted, and may in the future permit, the repurchase of our common stock during trading blackout periods by an investment banking firm or other institution acting as our agent under predetermined parameters.

Information related to our share repurchases for the three months ended July 31, 2026 follows:

For the month ended June 30, 2026, we withheld 7,809 shares of our common stock at the average price per share of $719.84 for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month.

On July 31, 2026, in connection with the acquisition of ValCor described in Note 14 to the accompanying condensed consolidated financial statements, the Company issued 877 shares of its common stock from treasury to the sole member of ValCor as partial consideration for the acquisition. The shares had an aggregate value of approximately $0.5 million as of the acquisition date.

None

Not Applicable