Argan Inc 2024年度报告

Washington, D.C. 20549 FORM10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Fiscal Year EndedJanuary 31, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934. Commission File Number001-31756 (Exact Name of Registrant as Specified in its Charter) (301)315-0027(Issuer’s Telephone Number, Including Area Code) One Church Street, Suite 201, Rockville, Maryland 20850(Former name, former address and former fiscal year, if changed since last report) Securities registered under Section12(b) of the Exchange Act: Title of Each ClassTrading SymbolName of Each Exchangeon Which RegisteredCommon Stock, $0.15 par valueAGXThe New York Stock Exchange (“NYSE”) Securities registered under Section12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”): None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.Yes☐No⌧Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d) of the Exchange Act.◻ Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.Yes⌧No◻ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit suchfiles).Yes⌧No◻ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act.SmallerreportingcompanyEmerging growth Largeacceleratedfiler⌧Acceleratedfiler◻Non-accelerated filer◻☐company☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report. Yes☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No⌧The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $714,255,961on July 31, 2024 (the last business day of the Registrant’s second fiscal quarter), based upon the closing price on the NYSE as reported for that date. Shares of commonstock held by each officer and director and by each person who owns 5% or more of the outstanding common shares have been excluded becausesuch persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes. Number of shares of common stock outstanding as of March 21, 2025:13,634,214shares. Portions of the Registrant’s Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated by reference in Part III of this form 10-K. ARGAN, INC. AND SUBSIDIARIES2025 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PART I ITEM 1.BUSINESS-3-ITEM1A.RISK FACTORS-11-ITEM1B.UNRESOLVED STAFF COMMENTS-23-ITEM1C.CYBERSECURITY-24-ITEM 2.PROPERTIES-26-ITEM 3.LEGAL PROCEEDINGS-26-ITEM 4.MINE SAFETY DISCLOSURES-26- PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES-27-ITEM 6.[RESERVED]-29-ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS-29-ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK-44-ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA-45-ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE-45-ITEM9A.CONTROLS AND PROCEDURES-45-ITEM9B.OTHER INFORMATION-46-ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THATPREVENT INSPECTIONS-46-PART IIIITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATEGOVERNANCE-46-ITEM 11.EXECUTIVE COMPENSATION-47-ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAG