Sec Form 4 Filing - Watson David Hibbert @ ARGAN INC - 2023-04-16

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) 1 CHURCH STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 04/16/2023 (Street) ROCKVILLE, MD20850 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 04/16/2023 M 3,505 ( 1 ) A $ 0 24,400 D Common Stock 04/18/2023 M 3,424 ( 2 ) A $ 0 27,824 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 Securities 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 04/16/2023 M 3,505 ( 1 ) ( 1 ) Common Stock 3,505 $ 0 13,334 D Stock Option to Purchase Common Stock $ 39.47 04/17/2023 A 5,000 ( 3 ) 04/17/2024 04/17/2033 Common Stock 5,000 $ 0 191,000 ( 4 ) ( 5 ) D Time-Based Restricted Stock Units $ 0 04/17/2023 A 12,000 ( 6 ) ( 6 ) Common Stock 12,000 $ 0 25,334 D Performance-Based Restricted Stock Units $ 0 04/17/2023 A 5,000 ( 7 ) ( 7 ) Common Stock 5,000 $ 0 25,000 ( 8 ) D Earnings Per Share Performance-Based Restricted Stock Units $ 0 04/17/2023 A 10,000 ( 9 ) ( 9 ) Common Stock 10,000 $ 0 10,000 D Time-Based Restricted Stock Units $ 0 04/18/2023 M 3,424 ( 2 ) ( 2 ) Common Stock 3,424 $ 0 22,001 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Watson David Hibbert 1 CHURCH STREET SUITE 201 ROCKVILLE, MD20850 X PRESIDENT AND CEO Signatures /s/ David H. Watson 04/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 16, 2023, the Reporting Person had Time-Based Restricted Stock Units (the "TBRSUs") vest in the amount of 3,505 shares of Common Stock. This issuance is pursuant to the three year vesting schedule of the 10,000 TBRSU award that was granted on April 16, 2021 and is adjusted for cash dividends. ( 2 )On April 18, 2023, the Reporting Person had TBRSUs vest in the amount of 3,424 shares of Common Stock. This issuance is pursuant to the three year vesting schedule of the 10,000 TBRSU award that was granted on April 18, 2022 and is adjusted for cash dividends. ( 3 )On April 17, 2023, the Reporting Person received 10-year options to purchase 5,000 shares of the Issuer's common stock with an exercise price of $39.47 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/17/2024. ( 4 )As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 30,000 shares of common stock at a price of $41.68 with Date Exercisable of 6/23/2017 and Expiration Date of 6/23/2026; (b) options to acquire 40,000 shares of common stock at a price of $64.25 per share with Date Exercisable of 4/06/2018 and Expiration Date of 4/06/2027; (c) options to acquire 32,000 shares of common stock at a price of $37.60 per share with Date Exercisable of 4/13/2019 and Expiration Date of 4/13/2028; (d) options to acquire 32,000 shares of common stock at a price of $50.30 with a Date Exercisable of 4/12/2020 and Expiration date of 4/12/2029; ( 5 )(e) options to acquire 32,000 shares of common stock at a price of $33.81 with a Date Exercisable of 4/16/2021 and Expiration Date of 4/16/2030; (f) options to acquire 10,000 shares of common stock at a price of $54.60 with a Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031; (g) options to acquire 10,000 shares of common stock at a price of $36.78 per share with Date Exercisable 4/18/2023 and Expiration Date of 4/18/2032; and (h) options to acquire 5,000 shares of common stock at a price of $39.47 per share with Date Exercisable of 4/17/2024 and Expiration Date of 4/17/2033; all subject to the three-year ratable vesting schedule described in footnote 3. ( 6 )On April 17, 2023, the Reporting Person was granted TBRSUs covering 12,000 shares of common stock. The TBRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 04/17/2024. ( 7 )On April 17, 2023, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 5,000 shares (the "Target"), 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 2023 Proxy Statement. Each PBRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the Target, 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 )As of the date of this filing, the remaining number of PBRSUs beneficially owned by the Reporting Person includes (a) a target number of 10,000 shares of PBRSUs granted on April 16, 2021; (b) a target number of 10,000 shares of PBRSUs granted on April 18, 2022; and (c) a target number of 5,000 shares of PBRSUs grated on April 17, 2023; all to vest in their entirety at the end of their respective three-year performance period. ( 9 )On April 17, 2023, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 10,000 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2024, 2025 and 2026 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2021, 2022 and 2023. The pay-out ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievenent of the EPS ranking at the end of the three-year performance period. The awards will be more fully described in the Issuer's 2023 Proxy Statement. Each EPSRSU represents a contingent right to achieve one share of the Issuer's common stock. ( 10 )As of the date of this filing, the remaining number of TBRSUs beneficially owned by the Reporting Person includes (a) 3,334 shares of TBRSUs granted on April 12, 2021; (b) 6,667 shares of TBRSUs granted on April 18, 2022; and (c) 12,000 shares of TBRSUs granted on April 17, 2023, all to vest pursuant to their respective three-year vesting schedules.

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