Sigmatron CEO sells 103,303 shares at $3.02 in tender offer (Form 4)

Rhea-AI Filing Summary

On 07/25/2025 SigmaTron International (SGMA) Chief Executive Officer and Director Gary R. Fairhead tendered his entire holding of 103,303 common shares into the cash offer structured under the 05/20/2025 Merger Agreement with Transom Axis AcquireCo and Transom Axis MergerSub. The shares were accepted at $3.02 per share in cash, coded “U,” which denotes a disposition pursuant to a merger or tender offer. After the transaction the reporting person shows 0 directly owned shares, and no derivative securities are listed.

The Form 4 confirms insider participation in the acquisition’s tender-offer phase and indicates that the offer was consummated at the “Acceptance Time” on 07/25/2025. No additional equity or option grants were reported.

Positive

• Tender offer closed; insider cashes out at $3.02, confirming successful execution of merger agreement.
• Liquidity event provides cash certainty to shareholders, as insiders received same consideration.

Negative

• Insider ownership reduced to zero, potentially diminishing management’s post-deal equity alignment with remaining stakeholders if any equity rollover exists.

Insights

Financial Analyst

TL;DR: CEO tenders 103,303 shares at $3.02, confirming cash-out under merger offer; insider ownership now zero.

The filing evidences the closing mechanics of SigmaTron’s agreed-upon sale to Transom Axis. Fairhead’s full disposition removes insider ownership overhang and signals that consideration terms—$3.02 cash per share—have been delivered. For investors, the principal takeaway is that the merger/tender offer reached acceptance on 07/25/2025 and insiders received identical cash terms as public holders. The report is largely procedural but materially important because it verifies deal execution and eliminates doubt about insider alignment or post-closing equity. Impact skew is mildly positive: transaction closure reduces deal risk and provides liquidity at a fixed price.

Insider Trade Summary

Tender Offer: 103,303 shares

Tender Offer 1 txn

Insider FAIRHEAD GARY R

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tender Offer	Common Stock	103,303	$3.02	$312K

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.

What did SGMA CEO Gary Fairhead report in the Form 4?

He disposed of 103,303 shares of common stock at $3.02 per share pursuant to the tender offer.

When was SigmaTron's tender offer accepted?

The offer was accepted at the "Acceptance Time" on 07/25/2025.

How many SGMA shares does the CEO own after the transaction?

The filing lists 0 shares directly owned following the disposition.

What transaction code appears on the Form 4?

Transaction code "U", indicating a merger/tender-offer related disposition.

What was the cash consideration offered for each SGMA share?

Shareholders, including the CEO, received $3.02 per share in cash.

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

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Accepted by SEC EDGAR 07/28/2025 - 03:16 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^*

FAIRHEAD GARY R

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		103,303(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.

	/s/ Gary R. Fairhead	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).
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