ARGAN INC

For the period ended Jun 17, 2025. Filed Apr 29, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 17, 2025 · Filed Apr 29, 2025

AGX$277.50+6.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Argan, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	ARGAN AT-A-GLANCE


$874MREVENUES		OUR MISSION IS TO SAFELY BUILD THE ENERGY AND INDUSTRIAL BASE OF TOMORROW ESSENTIAL TO ECONOMIC PROSPERITY WITH MOTIVATED, CREATIVE, HIGH-ENERGY AND CUSTOMER-DRIVEN TEAMS WHO ARE COMMITTED TO DELIVERING THE BEST POSSIBLE PROJECT RESULTS EACH AND EVERY TIME.
$6.15DILUTED EPS
$114MEBITDA
$525MCASH AND INVESTMENTS
$301MNET LIQUIDITY
$1.36BBACKLOG


79%POWERINDUSTRYSERVICESBuilding innovative power solutions for the transition to low-carbon/zero carbon emissions: efficient gas-fired power plants, solar energy facilities, biomass projects, wind farms, waste-to-energy facilities.	19%INDUSTRIALCONSTRUCTIONSERVICESServicing heavy and light industrial clients, particularly in new industries as well as agriculture, petrochemical, pulp & paper, water and power.	2%TELECOMMUNICATIONSINFRASTRUCTURESERVICESConstructing and connecting technology, telecommunications and power.

	www.arganinc.com

“Our monumental achievements this past fiscal year reflect the standout skill and dedication of our employees, and we remain deeply grateful for the unwavering trust and support of our shareholders. At a time when demand for reliable electricity has never been greater, we carry forward with continued momentum, committed to safely building the infrastructure that powers the future.”

Dear Stockholders:On behalf of Argan’s Board of Directors, I look forward to welcoming you to our 2025 Annual Meeting of Stockholders to be held on Tuesday, June 17, 2025, at 11:00 a.m., local time. The matters to be acted upon at the meeting are described in detail in the accompanying notice of annual meeting of stockholders and proxy statement.As allowed by the Securities and Exchange Commission, we are furnishing proxy materials to our stockholders primarily over the Internet again this year. Since its introduction, we believe that this delivery method has been successful in providing stockholders with efficient access to proxy materials which has resulted in the accurate and timely tabulation of votes. Use of this method lowers the costs of our annual meeting considerably and significantly reduces the amount of paper used to print proxy materials. We will provide our stockholders with a Notice of Internet Availability of Proxy Materials containing instructions for accessing annual meeting materials via the Internet. This notice will also include instructions for requesting printed paper copies of the proxy materials, including the notice of annual meeting, the proxy statement, the annual report and the proxy card, should you desire to obtain paper copies.Even if you do not plan to attend the meeting, your vote is important, and we encourage you to review our proxy materials and promptly cast your vote. For those stockholders who access the proxy materials over the Internet, we ask that you vote your shares over the Internet as well, by following the instructions that will be provided to you. Alternatively, if you requested or received a printed paper copy of the proxy materials by mail, you may vote your shares over the Internet, or you may sign, date and return the proxy card by mail in the envelope provided.As described in the accompanying 2025 Proxy Statement, our Board of Directors has approved the matters included in the proposals presented there, and believes that they are fair to, and in the best interests of, our stockholders. Thank you for your continued support of Argan, Inc., and I look forward to seeing you on June 17th.By Order of the Board of Directors,/s/ William F. LeimkuhlerWilliam F. LeimkuhlerChairman of the Board of Directors

NOTICE OF ANNUAL**

**MEETING OF STOCKHOLDERS

To Be Held on TUESDAY, June 17, 2025

ITEMS OF BUSINESS		BOARDRECOMMENDS	DATE & TIMETuesday, June 17, 2025,at 11:00 a.m., local timePLACE901 N. Glebe RoadSuite 300Arlington, VA 22203WHOStockholders of record at the close of businesson April 24, 2025
1	To elect nine directors to our Board of Directors, each to serve until our 2026 Annual Meeting of Stockholders and until his/her successor has been elected and qualified or until his/her earlier resignation, death or removal;
2	To hold a non-binding advisory vote on our executive compensation (the "say-on-pay” vote);
3	To hold a non-binding advisory vote on the frequency of the stockholder vote on our executive compensation (the “say-on-frequency” vote);
4	To approve an amendment of the Company’s Certificate of Incorporation to limit the personal liability of certain officers in addition to our directors; and
5	To ratify the appointment of Grant Thornton LLP as our independent registered public accountants for the fiscal year ending January 31, 2026.

These items of business are more fully described in the accompanying proxy statement. Only stockholders of record at the close of business on April 24, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.Your vote is important. Whether or not you plan to attend the Annual Meeting in person, please cast your vote via either the Internet or mail before the Annual Meeting so that your shares will be represented at the Annual Meeting.BY ORDER OF THE BOARD OF DIRECTORS,/s/ Michael J. HundleyMichael J. HundleyCorporate SecretaryArlington, VirginiaMay 8, 2025

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