{"url_path":"/sec/agx/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS AND FINANCIAL STATEMENTS.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-26","source_url":"https://www.sec.gov/Archives/edgar/data/100591/0001104659-26-035216-index.html","accession_number":"0001104659-26-035216","cik":"0000100591","ticker":"AGX","issuer_name":"ARGAN INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/100591/0001104659-26-035216-index.html","primary_entity_key":"0000100591","primary_entity_name":"ARGAN INC"},"word_count":1228,"has_tables":true,"body_markdown":"**ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS.**\n\n(a)*Financial Statements*: Our consolidated financial statements together with the reports of our independent registered public accounting firm on those consolidated financial statements and our system of internal control over financial reporting are filed as part of this 2026 Annual Report.\n\n(b)*Financial Statement Schedules*: We have omitted all financial statement schedules because they are not applicable, they are not material, or we have included the necessary information in our consolidated financial statements or related notes.\n\n(c)*Exhibits*: The following exhibits are filed as part of this 2026 Annual Report:\n\n​\n\n​\n\n​\n\n**​****Exhibit No.**\n\n​\n\n**Filed with this Form 10-K**\n\n​\n\n**Description**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n3.1\n\n​\n\n​\n\n[Certificate of Incorporation, as amended. Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on September 4, 2025](https://www.sec.gov/Archives/edgar/data/100591/000155837025011874/agx-20250731xex3d1.htm).\n\n​\n\n​\n\n​\n\n​\n\n​\n\n3.2\n\n​\n\n​\n\n[Bylaws. Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on April 15, 2009.](https://www.sec.gov/Archives/edgar/data/100591/000136231009005314/c83814exv3w2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n4\n\n​\n\n​\n\n[Description of Registrant’s Securities. Incorporated by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10-K filed on April 14, 2020.](https://www.sec.gov/Archives/edgar/data/100591/000110465920046386/tm2031096d1_ex4.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.1*\n\n​\n\n​\n\n[Argan, Inc. 2011 Stock Plan (Revised as of April 10, 2018). Incorporated by reference to the Registrant’s Proxy Statement filed on Schedule 14A on May 7, 2018.](https://www.sec.gov/Archives/edgar/data/100591/000110465918030705/a18-3024_1def14a.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.2*\n\n​\n\n​\n\n​\n\n[Argan, Inc. 2020 Stock Plan (Revised as of April 11, 2023). Incorporated by reference to the Registrant’s Proxy Statement filed on Schedule 14A on May 1, 2023.](https://www.sec.gov/Archives/edgar/data/100591/000155837023007356/agx-20230620xdef14a.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.3*\n\n​\n\n​\n\n[Third Amended and Restated Employment Agreement, dated November 15, 2019, by and among Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power Systems California, Inc., Gemma Power Hartford, LLC, Gemma Renewable Power, LLC, Gemma Power Operations, LLC and William F. Griffin, Jr. Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 10, 2019.](https://www.sec.gov/Archives/edgar/data/100591/000110465919071471/a19-18832_1ex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.4*\n\n​\n\n​\n\n[Employment Agreement, dated September 16, 2024, by and between Gemma Power Systems, LLC and Charles Collins IV. Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 18, 2024.](https://www.sec.gov/Archives/edgar/data/100591/000155837024012880/agx-20240916xex10d3.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.5*\n\n​\n\n​\n\n​\n\n[Employment Agreement, dated September 16, 2024, by and between Argan, Inc. and David H. Watson. Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 18, 2024.](https://www.sec.gov/Archives/edgar/data/100591/000155837024012880/agx-20240916xex10d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.6*\n\n​\n\n​\n\n​\n\n[Employment Agreement, dated September 16, 2024, by and between Argan, Inc. and Joshua S. Baugher. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 18, 2024.](https://www.sec.gov/Archives/edgar/data/100591/000155837024012880/agx-20240916xex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.7*\n\n​\n\n​\n\n​\n\n[Deferred Compensation Plan, adopted by Gemma Power Systems, LLC, effective as of April 6, 2017. Incorporated by reference to Exhibit 10.7 of the Registrant’s Annual Report on Form 10-K filed on April 11, 2017.](https://www.sec.gov/Archives/edgar/data/100591/000110465917022713/a17-6908_1ex10d7.htm)\n\n- 39 -\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n**​****Exhibit No.**\n\n​\n\n**Filed with this Form 10-K**\n\n​\n\n**Description**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.8*\n\n​\n\n​\n\n​\n\n[Amendment No. 2020-1 to the Gemma Power Systems, LLC Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 9, 2020.](https://www.sec.gov/Archives/edgar/data/100591/000155837020014286/agx-20201031xex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.9*\n\n​\n\n​\n\n​\n\n[The Nonqualified Deferred Compensation Plan, adopted by Gemma Power Systems, LLC, effective as of September 9, 2025. Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on December 4, 2025.](https://www.sec.gov/Archives/edgar/data/100591/000110465925118471/agx-20251031xex10d2.htm)\n\n​\n\n10.10\n\n​\n\n​\n\n​\n\n[Second Amended and Restated Replacement Credit Agreement, dated May 24, 2024, among Argan, Inc. and certain subsidiaries of Argan, Inc., as borrowers, and Bank of America, N.A., as the lender. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 31, 2024.](https://www.sec.gov/Archives/edgar/data/100591/000155837024008828/agx-20240524xex10d1.htm)\n\n​\n\n10.11\n\n​\n\n​\n\n​\n\n[First Amendment to Second Amended and Restated Replacement Credit Agreement, dated October 23, 2025, among Argan, Inc. and certain subsidiaries of Argan, Inc., as borrowers, and Bank of America, N.A., as the lender. Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 4, 2025.](https://www.sec.gov/Archives/edgar/data/100591/000110465925118471/agx-20251031xex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.12\n\n​\n\n​\n\n​\n\n[Guarantee of Payment Agreement, dated May 24, 2024, between Argan, Inc. and Bank of America, N.A. Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 31, 2024.](https://www.sec.gov/Archives/edgar/data/100591/000155837024008828/agx-20240524xex10d3.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.13\n\n​\n\n​\n\n[Master Issuance and Indemnity Agreement, dated May 31, 2024, between Atlantic Projects Company Limited and Bank of America, N.A. Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 31, 2024.](https://www.sec.gov/Archives/edgar/data/100591/000155837024008828/agx-20240524xex10d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n14.1\n\n​\n\n​\n\n[Code of Ethics. Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB filed on April 27, 2004.](https://www.sec.gov/Archives/edgar/data/100591/000100329704000212/ex14-1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n14.2\n\n​\n\n​\n\n[Argan, Inc. Code of Conduct, effective December 10, 2020. Incorporated by reference to Exhibit 14 to the Registrant’s Current Report on Form 8-K filed on December 10, 2020.](https://www.sec.gov/Archives/edgar/data/100591/000155837020014309/agx-20201209xex14.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n19.1\n\n​\n\n​\n\n​\n\n[Insider Trading Policy. Incorporated by reference to Exhibit 19.1 of the Registrant’s Annual Report on Form 10-K filed on March 27, 2025.](https://www.sec.gov/Archives/edgar/data/100591/000155837025003819/agx-20250131xex19d1.htm)\n\n​\n\n21.1\n\n​\n\nX\n\n​\n\n[Subsidiaries of the Company.](agx-20260131xex21d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n23.1\n\n​\n\nX\n\n​\n\n[Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.](agx-20260131xex23d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n31.1\n\n​\n\nX\n\n​\n\n[Certification of CEO required by Section 302 of the Sarbanes-Oxley Act of 2002.](agx-20260131xex31d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n31.2\n\n​\n\nX\n\n​\n\n[Certification of CFO required by Section 302 of the Sarbanes-Oxley Act of 2002.](agx-20260131xex31d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n32.1\n\n​\n\nX\n\n​\n\n[Certification of CEO required by Section 906 of the Sarbanes-Oxley Act of 2002.](agx-20260131xex32d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n32.2\n\n​\n\nX\n\n​\n\n[Certification of CFO required by Section 906 of the Sarbanes-Oxley Act of 2002.](agx-20260131xex32d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n97.1*\n\n​\n\n​\n\n​\n\n[Policy Regarding Repayment or Forfeiture of Certain Compensation (“Clawback Policy”). Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on April 11, 2024.](https://www.sec.gov/Archives/edgar/data/100591/000155837024004979/agx-20240131xex97d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.INS\n\n​\n\n​\n\n​\n\nXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.SCH\n\n​\n\n​\n\n​\n\nInline XBRL Taxonomy Extension Schema.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.CAL\n\n​\n\n​\n\n​\n\nInline XBRL Taxonomy Extension Calculation Linkbase.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.LAB\n\n​\n\n​\n\n​\n\nInline XBRL Taxonomy Label Linkbase.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n- 40 -\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n**​****Exhibit No.**\n\n​\n\n**Filed with this Form 10-K**\n\n​\n\n**Description**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.PRE\n\n​\n\n​\n\n​\n\nInline XBRL Taxonomy Presentation Linkbase.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n101.DEF\n\n​\n\n​\n\n​\n\nInline XBRLTaxonomy Extension Definition Document.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n104\n\n​\n\n​\n\n​\n\nCover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).\n\n* Management contract or compensatory plan, contract or arrangement."}