Sec Form 4 Filing - Watson David Hibbert @ ARGAN INC - 2024-12-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Watson David Hibbert 2. Issuer Name and Ticker or Trading Symbol ARGAN INC [ AGX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) PRESIDENT AND CEO (Last) (First) (Middle) 4075 WILSON BOULEVARD, SUITE 440 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2024 (Street) ARLINGTON, VA22203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/23/2024 S 500 D $ 139.89 0 I Held in The David and Laura Watson Foundation Common Stock 04/16/2025 M 1,856 ( 1 ) A $ 0 52,647 D Common Stock 04/17/2025 M 2,286 ( 2 ) A $ 0 54,933 D Common Stock 04/18/2025 M 1,958 ( 3 ) A $ 0 56,891 D Common Stock 04/18/2025 M 11,745 ( 4 ) A $ 0 68,636 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Secur ities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Time-Based Restricted Stock Units $ 0 04/16/2025 M 3,333 ( 1 ) ( 1 ) Common Stock 3,333 $ 0 18,001 D Time-Based Restricted Stock Units $ 0 04/16/2025 A 4,000 ( 5 ) ( 5 ) Common Stock 4,000 $ 0 22,001 D Option to Purchase Common Stock $ 148.72 04/16/2025 A 2,000 ( 6 ) 04/16/2026 04/16/2035 Common Stock 2,000 $ 0 13,334 D Performance-Based Restricted Stock Units $ 0 04/16/2025 A 3,000 ( 7 ) ( 7 ) Common Stock 3,000 $ 0 22,000 D Earnings Per Share Performance-Based Restricted Stock Units $ 0 04/16/2025 A 7,500 ( 8 ) ( 8 ) Common Stock 7,500 $ 0 25,500 D Time-Based Restricted Stock Units $ 0 04/17/2025 M 4,000 ( 2 ) ( 2 ) Common Stock 4,000 $ 0 18,001 D Time-Based Restricted Stock Units $ 0 04/18/2025 M 3,334 ( 3 ) ( 3 ) Common Stock 3,334 $ 0 14,667 D Performance-Based Restricted Stock Units $ 0 04/18/2025 M 10,000 ( 4 ) ( 4 ) Common Stock 10,000 $ 0 12,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Watson David Hibbert 4075 WILSON BOULEVARD SUITE 440 ARLINGTON, VA22203 X PRESIDENT AND CEO Signatures /s/ David H. Watson 04/21/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the three-year vesting schedule of the Time-Based Restricted Stock Unit ("TRSU") awarded to the Reporting Person on April 16, 2024, 3,333 shares of Common Stock became issuable to the Reporting Person on April 16, 2025. ( 2 )Pursuant to the three-year vesting schedule of the TRSUs awarded to the Reporting Person on April 17, 2023, 4,000 shares of Common Stock became issuable to the Reporting Person on April 17, 2025. ( 3 )Pursuant to the three-year vesting schedule of the TRSUs awarded to the Reporting Person on April 18, 2022, 3,334 shares of Common Stock became issuable to the Reporting Person on April 18, 2025. ( 4 )Pursuant to three-year performance period vesting schedule of the Performance-Based Restricted Stock Units ("PRSUs") awarded to the Reporting Person on April 18, 2022, 20,000 shares of the Issuer's Common stock became issuable to the Reporting Person on April 18, 2025. The target number of shares was 10,000. ( 5 )On April 16, 2025 the Reporting Person was granted TRSUs covering 4,000 shares of common stock. The TRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 4/16/2026. ( 6 )On April 16, 2025, the Reporting Person received 10-year options to purchase 2,000 shares of the Issuer's common stock with an exercise price of $148.72 per share. The options will vest ratably over three years on each anniversary of the grant date starting on 4/16/2026. ( 7 )On April 16, 2025, the Reporting Person was granted PRSUs in the target number of 3,000 shares, the vesting of which is subject to the rank of the Total Stock Return ("TSR") of the Issuer's common stock over a three-year period, as determined by the Issuer's Board of Directors, to the comparable TSRs of 12 peer public companies to be disclosed in the Issuer's 2025 Proxy Statement. Each PRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the target number of 3,000 shares, ranging from 0% to 200%, will depend on the degree of achievement of the TSR ranking. The determination of the number of shares of common stock to be issued shall occur at the end of the three-year performance period. ( 8 )On April 16, 2025, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 7,500 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2026, 2027 and 2028 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2023, 2024 and 2025. The pay-out ratio of the target number of 7,500 shares, ranging from 0% to 200%, will depend on the degree of achievement of the EPS ranking at the end of the three-year performance period.

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