UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 2026
(Exact name of Registrant as specified in its charter)
| Delaware | 001-08462 | 16-1194720 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 20 Florence Avenue, Batavia, New York | 14020 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (585) 343-2216
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Common Stock, par value $0.10 per share | GHM | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 16, 2026, Alan Smith, Vice President and General Manager of Graham Manufacturing, informed Matthew Malone, President and Chief Executive Officer of Graham Corporation (the “Company”) of his intention to retire from his position effective April 1, 2026 (the “Retirement”).
| Item 7.01. | Regulation FD Disclosure. |
A copy of the press release dated February 17, 2026, announcing the Retirement is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated February 17, 2026 describing the Retirement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Graham Corporation | ||||||
| Date: February 17, 2026 | By: | /s/ Christina McLeod | ||||
| Christina McLeod | ||||||
| Corporate Controller | ||||||
Exhibit 99.1
|
News Release |
Graham Corporation ¨ 20 Florence Avenue ¨ Batavia, NY 14020
IMMEDIATE RELEASE
GRAHAM CORPORATION ANNOUNCES APPOINTMENT OF WILLIAM ZMYNDAK AS DEPUTY GENERAL MANAGER OF GRAHAM MANUFACTURING
Alan Smith, Vice President and General Manager of Graham Manufacturing to retire in April 2026 and will serve in an advisory role moving forward
William Zmyndak is expected to assume the role of Vice President and General Manager of Graham Manufacturing upon Mr. Smith’s retirement
Additionally, the Company announces the appointments of Keith Oufnac as Chief Information Officer and Rachel Jaakkola as Chief Human Resources Officer
BATAVIA, NY, February 17, 2026 – Graham Corporation (NYSE: GHM) (“GHM” or the “Company”), a global leader in the design and manufacture of mission critical fluid, power, heat transfer vacuum, and advanced mixing technologies for the Defense, Energy & Process and Space industries, today announced the appointment of William Zmyndak, Deputy General Manager of Graham Manufacturing.
As part of a proactive succession plan, Alan Smith, currently Vice President and General Manager of Graham Manufacturing, will transition to a consulting and advisory role beginning in April 2026. In this capacity, Mr. Smith will continue to support the business and leadership team through a transition period upon his retirement. Effective April 2026, Mr. Zmyndak will assume the role of Vice President and General Manager of Graham Manufacturing upon Alan’s retirement.
Mr. Zmyndak brings more than three decades of manufacturing and operational leadership experience, including senior leadership and P&L responsibility across complex, multi-site aerospace and industrial businesses. Prior to joining Graham, he served as Vice President and General Manager at ITT Control Technologies, where he led operations across multiple U.S. and international locations and drove margin expansion, operational excellence, and growth initiatives. Earlier in his career, Mr. Zmyndak held senior leadership roles at Kaman Aerosystems, Chromalloy, Barnes Aerospace, and Pratt & Whitney. He holds a Master of Business Administration from Purdue University and a Bachelor of Science in Manufacturing Engineering from Boston University.
In addition to this leadership transition, the Company announced two key leadership appointments that further strengthen its executive team.
Keith Oufnac has been appointed Chief Information Officer. Mr. Oufnac has more than 20 years of experience leading digital transformation, IT strategy, and cybersecurity initiatives across defense, aerospace, and highly regulated industries. Most recently, he served as Vice President of Information Technology at Bollinger Shipyards, where he led enterprise-wide infrastructure modernization, cybersecurity enhancements, and large-scale systems integration efforts, including support for significant acquisition activity.
Graham Corporation Announces Leadership Transition
February 6, 2025
Page 2 of 3
Rachel Jaakkola has been appointed Chief Human Resources Officer. Ms. Jaakkola is a seasoned human resources executive with over a decade of experience building and scaling people organizations within aerospace, defense, and energy companies. She has a proven track record in talent strategy, leadership development, employee engagement, and M&A integration. Prior to joining Graham, Ms. Jaakkola served in senior HR leadership roles at Barber-Nichols, where she established and led the human resources function through periods of significant growth and organizational transformation.
Matthew J. Malone, President and Chief Executive Officer of Graham Corporation, said, “Alan has been instrumental in strengthening Graham Manufacturing for over 30 years of his career, and we are grateful for his continued support during the transition. Will brings extensive operational and P&L leadership experience across complex manufacturing environments, along with a strong commitment to people and execution. I am confident he is the right leader to build on our momentum and continue driving operational excellence and growth. The additions of Keith and Rachel further strengthen our leadership team as we invest in the systems, people and capabilities needed to support our long-term strategy.”
About Graham Corporation
Graham is a global leader in the design and manufacture of mission-critical fluid, power, heat transfer, vacuum, and advanced mixing technologies for the Defense, Energy & Process, and Space industries. Graham Corporation and its family of global brands are built upon world-renowned engineering expertise, proprietary technologies, as well as its responsive and flexible service and the unsurpassed quality customers have come to expect from the Company’s products and systems. Graham Corporation routinely posts news and other important information on its website, grahamcorp.com, where additional information on Graham Corporation and its businesses can be found.
Safe Harbor Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “continue,” “expects,” “will,” “plan” and other similar words. All statements addressing operating performance, events, or developments that Graham Corporation expects or anticipates will occur in the future, including but not limited to, expected future management personnel changes and the timing of such changes, expected expansion and growth opportunities, and its growth strategy, are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Graham Corporation’s most recent Annual Report filed with the Securities and Exchange Commission (the “SEC”), included under the heading entitled “Risk Factors”, and in other reports filed with the SEC.
Graham Corporation Announces Leadership Transition
February 6, 2025
Page 3 of 3
Should one or more of these risks or uncertainties materialize or should any of Graham Corporation’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Graham Corporation’s forward-looking statements. Except as required by law, Graham Corporation disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.
For more information:
Christopher J. Thome
Vice President - Finance and CFO
Phone: (585) 343-2216
Tom Cook
Investor Relations
Phone: (203)-682-8250
Tom.Cook@Icrinc.com
Source: Graham Corporation
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