Business Description

​ - 3 - ITEM 1A. RISK FACTORS ​ - 9 - ITEM 1B. UNRESOLVED STAFF COMMENTS ​ - 19 - ITEM 1C. CYBERSECURITY ​ - 19 - ITEM 2. PROPERTIES ​ - 21 - ITEM 3. LEGAL PROCEEDINGS ​ - 21 - ITEM 4. MINE SAFETY DISCLOSURES ​ - 21 - ​ ​ ​ PART II ​ ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ - 22 - ITEM 6. [RESERVED] ​ - 23 - ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ​ - 23 - ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ - 35 - ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ - 36 - ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ​ - 36 - ITEM 9A. CONTROLS AND PROCEDURES ​ - 36 - ITEM 9B. OTHER INFORMATION ​ - 38 - ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS ​ - 38 - ​ ​ ​ PART III ​ ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ​ - 38 - ITEM 11. EXECUTIVE COMPENSATION ​ - 38 - ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS ​ - 38 - ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ​ - 39 - ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES ​ - 39 - ​ ​ ​ PART IV ​ ITEM 15 . EXHIBITS AND FINANCIAL STATEMENTS ​ - 39 - ITEM 16. FORM 10-K SUMMARY ​ - 41 - SIGNATURES ​ - 42 - ​ ​ ​ - 2 - Table of Contents PART I FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. We have made statements in this Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “2026 Annual Report”) that may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements. Our forward-looking statements, financial position and results of operations, are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for existing operations that do not include the potential impacts of any future acquisitions. Our forward-looking statements, by their nature, involve significant risks and uncertainties (some of which are beyond our control) and assumptions. They are subject to change based upon various factors including, but not limited to, the risks and uncertainties described in Item 1A of this 2026 Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, actual results may vary in material respects from those projected in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise. ITEM 1. BUSINESS. Argan, Inc. (“Argan”) is primarily an engineering and construction firm that conducts its operations through its wholly-owned subsidiaries across three distinct reportable business segments: Power, Industrial, and Teledata. Argan and these consolidated subsidiaries are hereinafter collectively referred to as the “Company.” Through the Power segment, we provide a full range of engineering, procurement, construction, commissioning, maintenance, project development, and technical consulting services to the power generation market. The customers include primarily independent power producers, public utilities, power plant equipment suppliers and other commercial firms with significant power requirements. Customer projects are located in the United States (the “U.S.”), the Republic of Ireland (“Ireland”) and the United Kingdom (the “U.K.”). T he Industrial segment provides on-site services that support new plant construction and additions, maintenance turnarounds, shutdowns and emergency mobilizations for industrial operations primarily located in the Southeast region of the U.S. and that may include the fabrication, delivery and installation of metal components such as piping systems and pressure vessels.…