ARGAN INC

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

ARGAN, INC.

Argan, inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST: This Certificate of Amendment (the “Certificate”) amends the provisions of the Corporation’s Certificate of Incorporation originally filed with the Secretary of State of the State of Delaware on May 15, 1961, as subsequently amended (the “Amended Certificate of Incorporation”).

SECOND: Article 12 of the Amended Certificate of Incorporation is hereby amended and restated in its entirety as follows:

TWELFTH. No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. If the General Corporation Law of the State of Delaware is amended after the effective date of this Amended Certificate to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended, as of the date of such amendment.

No amendment or modification (including any amendment or modification effected by operation of law merger, consolidation or otherwise) or repeal of the foregoing paragraph shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation hereunder in respect of any acts or omissions occurring prior to the effectiveness of such amendment, modification or repeal.

THIRD: This amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

FOURTH: All other provisions of the Amended Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned has hereunto signed his name and affirms that the statements made in this Certificate are true under the penalties of perjury this day of May, 2025.

4075 Wilson Boulevard

Suite 440

Arlington, VA 22203

301-315-0027

www.arganinc.com

2025 3. The non-binding advisory vote on the frequency of the stockholder vote on our executive compensation (the “say-on-frequency” vote). 4. The approval of an amendment of the Company’s Certificate of Incorporation to limit the personal liability of certain officers in addition to our directors. 5. The ratification of the appointment of Grant Thornton LLP as our independent registered public accountants for the fiscal year ending January 31, 2026. 6. The transaction of any other business that may properly come before the 2025 Annual Meeting of Stockholders or any adjournment or postponement of the meeting. 1. The election of 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. (1) Lisa L. Alexander (2) Cynthia A. Flanders (3) Peter W. Getsinger (4) William F. Griffin, Jr. (5) John R. Jeffrey, Jr. (6) William F. Leimkuhler (7) James W. Quinn (8) Karen A. Sweeney (9) David H. Watson (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) 2. The non-binding advisory approval of our executive compensation (the “say-on- pay” vote). ARGAN, INC.  FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  Signature_________________________________ Signature, if held jointly_________________________________ Date___________2025. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. Please mark your votes like this X 196991 Argan Draft Proxy Card Rev2 - Front CONTROL NUMBER PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet, Smartphone or Tablet - QUICK  EASY Your Mobile or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on June 16, 2025. INTERNET www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MOBILE VOTING On your Smartphone/Tablet, open the QR Reader and scan the below image. Once the voting site is displayed, enter your Control Number from the proxy card and vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PROXY UNLESS THE PROXY SPECIFIES THAT IT IS TO BE VOTED AS INDICATED OR IS AN ABSTENTION ON A LISTED MATTER, PROXIES WILL BE VOTED “FOR” THE ELECTION TO THE COMPANY’S BOARD OF DIRECTORS OF EACH OF THE NINE NOMINEES, “FOR” PROPOSALS 2, 4 AND 5, AND FOR AN “EVERY YEAR” FREQUENCY VOTE FOR PROPOSAL 3. FOR all Nominees listed to the left WITHHOLD AUTHORITY to vote (except as marked to the contrary for all nominees listed to the left) 1 YEAR 2 YEAR 3 YEAR ABSTAIN

2025  FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ARGAN, INC. 4075 WILSON BOULEVARD, SUITE 440 ARLINGTON, VIRGINIA 22203 The accompanying proxy is solicited on behalf of the Board of Directors of Argan, Inc., a Delaware corporation (referred to herein as “Argan” or the “Company”), for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 17, 2025 at 11:00 a.m., local time, at 901 N. Glebe Road, Suite 300, Arlington, Virginia 22203. The Proxy Statement and this accompanying proxy card are being mailed starting on or about May 8, 2025 to Stockholders of record on April 24, 2025. Our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 is enclosed with the Proxy Statement. At the Annual Meeting, Stockholders will be asked to consider and to vote on five proposals: (1) the election of nine directors to serve until the 2026 Annual Meeting of Stockholders, (2) the non-binding advisory approval of our executive compensation, (3) the non-binding advisory vote on the frequency of the stockholder vote on our executive compensation (the “say-on-frequency” vote), (4) the approval of an amendment of the Company’s Certificate of Incorporation to limit the personal liability of certain officers in addition to our directors and (5) the ratification of the appointment of the Company’s independent registered public accountants. IF A PROXY IS PROPERLY EXECUTED AND RETURNED TO THE COMPANY VIA EITHER THE INTERNET OR MAIL IN TIME FOR THE ANNUAL MEETING AND IS NOT REVOKED PRIOR TO THE TIME IT IS EXERCISED, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS SPECIFIED THEREIN FOR THE MATTERS LISTED ON THE PROXY CARD. UNLESS THE PROXY SPECIFIES THAT IT IS TO BE VOTED AS INDICATED OR IS AN ABSTENTION ON A LISTED MATTER, PROXIES WILL BE VOTED “FOR” THE ELECTION TO THE COMPANY’S BOARD OF DIRECTORS OF EACH OF THE NINE NOMINEES, “FOR” PROPOSALS 2, 4 AND 5, AND AN “EVERY YEAR” FREQUENCY VOTE FOR PROPOSAL 3, AS SET FORTH ON THE REVERSE SIDE, AND OTHERWISE IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY COME BEFORE THE ANNUAL MEETING. (Continued and to be marked, dated and signed on the other side) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 17, 2025. The Proxy Statement and the 2025 Annual Report to Stockholders are available at https://www.cstproxy.com/arganinc/2025 196991 Argan Draft Proxy Card Rev2 - Back