SGMA Director Sells 32k Shares at $3.02 in Merger Tender Offer

Director Dilip S. Vyas has reported the disposal of his entire 32,000-share holding in SigmaTron International Inc. (SGMA) via Form 4 filed 07/28/2025.

Rhea-AI Filing Summary

Director Dilip S. Vyas has reported the disposal of his entire 32,000-share holding in SigmaTron International Inc. (SGMA) via Form 4 filed 07/28/2025. The shares were tendered on 07/25/2025 at $3.02 per share under transaction code “U,” indicating acceptance of the cash consideration offered through the Agreement and Plan of Merger dated 05/20/2025 among SigmaTron, Transom Axis AcquireCo, LLC and Transom Axis MergerSub, Inc. At the “Acceptance Time,” MergerSub accepted all properly tendered shares, including those of the reporting person. Post-transaction beneficial ownership is reported as zero, and no derivative securities were listed. The filing confirms closing steps of the tender offer but provides no additional financial metrics.

Positive

• Tender offer consummated at $3.02 cash, giving shareholders immediate liquidity and price certainty.

Negative

• Insider ownership falls to zero, removing internal alignment for any remaining public shareholders before merger close.

Insights

M&A Specialist

TL;DR: Filing confirms insider cashed out at $3.02, validating tender-offer completion.

The Form 4 shows the director’s complete exit, reinforcing that the tender offer has been consummated at the agreed cash price. Insider acceptance evidences shareholder alignment and reduces execution risk for the remaining steps of the merger. No price variation or contingent consideration is mentioned, indicating a straightforward all-cash deal.

Portfolio Manager

TL;DR: Insider ownership falls to zero; liquidity event at fixed price limits further upside.

With a director relinquishing all shares, public float is contracting ahead of de-listing. Investors still holding SGMA should now view $3.02 as the definitive exit value, barring unforeseen events. While the cash offer provides certainty, the absence of residual insider stake eliminates signalling value for future performance.

Insider Trade Summary

Tender Offer: 32,000 shares

Tender Offer 1 txn

Insider VYAS DILIP S

Role Director

Type	Security	Shares	Price	Value
Tender Offer	Common Stock	32,000	$3.02	$97K

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 20, 2025, by and among SigmaTron International, Inc. (the "Company"), Transom Axis AcquireCo, LLC ("Parent") and Transom Axis MergerSub, Inc. ("Merger Sub"). Pursuant to the Merger Agreement, Parent and MergerSub launched a tender offer (the "Offer") for all outstanding shares of common stock of the Company (the "Shares") for an offer price of $3.02 per share in cash, without interest and less any required tax withholding (the "Offer Consideration"). On July 25, 2025 (the "Acceptance Time"), Merger Sub accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including the Shares tendered by the reporting person, in exchange for the Offer Consideration.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When did Director Dilip Vyas dispose of SGMA shares?

July 25, 2025, as reported in the Form 4.

How many SigmaTron shares were tendered by the insider?

The filing lists 32,000 common shares.

What price did the insider receive per share?

Each share was exchanged for $3.02 in cash.

Does the insider still own SGMA stock after the transaction?

No. Post-transaction beneficial ownership is zero.

What triggered the share disposal?

Acceptance of the all-cash tender offer under the May 20 Merger Agreement with Transom Axis AcquireCo, LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/28/2025 - 03:22 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VYAS DILIP S

(Last) (First) (Middle)

C/O SIGMATRON INTERNATIONAL INC.

2201 LANDMEIER RD

(Street)

ELK GROVE VILLAGE IL 60007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SIGMATRON INTERNATIONAL INC [ SGMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/25/2025		U		32,000(1)	D	$3.02	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 20, 2025, by and among SigmaTron International, Inc. (the "Company"), Transom Axis AcquireCo, LLC ("Parent") and Transom Axis MergerSub, Inc. ("Merger Sub"). Pursuant to the Merger Agreement, Parent and MergerSub launched a tender offer (the "Offer") for all outstanding shares of common stock of the Company (the "Shares") for an offer price of $3.02 per share in cash, without interest and less any required tax withholding (the "Offer Consideration"). On July 25, 2025 (the "Acceptance Time"), Merger Sub accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including the Shares tendered by the reporting person, in exchange for the Offer Consideration.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Gary R. Fairhead, as Attorney-in-Fact for Dilip Vyas	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.