Graham Corp美股招股说明书(2026-05-11版)

599,808 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the public offering of up to 599,808 shares of common stock, par value $0.10 per share (“common stock”), of GrahamCorporation by the selling stockholders. This prospectus provides you with a general description of the common stock. You should carefully read thisprospectus and the documents incorporated by reference into this prospectus before buying any of the shares of common stock being offered. The selling stockholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price orin negotiated transactions. The registration of the resale of the common stock does not mean the selling stockholders will actually offer or sell the fullnumber of shares of common stock being offered by this prospectus. For additional information on the methods of sale, you should refer to the sectionentitled “Plan of Distribution” in this prospectus. We will not receive any of the proceeds from the sale of common stock by the selling stockholders. We will bear all of the expenses of registering theseshares.The selling stockholders will pay or assume the brokerage commission and similar charges, if any, incurred in the sale of the common stock. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “GHM.” On April27, 2026, the last reported sale price ofour common stock reported on NYSE was $94.66 per share. Investing in our securities is speculative and involves a high degree of risk. You should carefully read and consider therisk factors described under the heading “Risk Factors” beginning on page 4 of this prospectus and the “Risk Factors”section included in the periodic reports that we file with the Securities and Exchange Commission for a discussion ofrisks that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE OFFERINGTHE COMPANYRISK FACTORSDESCRIPTION OF OUR COMMON STOCKUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without chargeby following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus as well as additionalinformation described under “Information Incorporated by Reference,” before deciding to invest in our securities. We have not authorized anyone to provide you with additional information or information different from that contained or incorporated byreference in this prospectus filed with the Securities and Exchange Commission (the “SEC”). We take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell or the solicitation of an offer tobuy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is notpermitted. The information contained in this prospectus, or any document incorporated by reference in this prospectus, is accurate only as of the date ofthose respective documents, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, resultsof operations and prospects may have changed since that date. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond ourcontrol. Please see sections entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements.” We have not done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action forthose purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must informthemselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the UnitedStates. References in this prospectus to the terms the “Company,” the “Corporation,” “Graham,” “we,” “our” and “us,” or other similar terms, meanGraham Corporation, unless we state otherwise or the context indicates otherwise. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, any prospectus supplement and the other documents we have filed wit