[Form 4] Sigmatron International Inc Insider Trading Activity

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CESARIO FRANK

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (right to buy)	30,000	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct)

Footnotes (1)

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 28, 2025, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company common stock (a "Company Option"), whether vested or unvested, that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") and that had a per share exercise price that was less than the Offer Consideration (an "In the Money Option") was automatically accelerated and became fully vested, was cancelled and automatically converted into the right to receive for each share of Company common stock underlying such Company Option, an amount (without interest and less any required tax withholding) in cash equal to the excess of the Offer Consideration over the per share exercise price of such Company Option. At the Effective Time, each Company Option that was not an In the Money Option and that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled without any consideration payable therefor.

Form 4 Insider Transactions: What Each Field Means →

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^*

CESARIO FRANK

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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

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
Stock Option (right to buy)	$2.93	07/28/2025		D(1)			30,000	(2)	11/11/2034	Common Stock	30,000	(2)	0	D

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 28, 2025, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the "Merger").

2. Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company common stock (a "Company Option"), whether vested or unvested, that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") and that had a per share exercise price that was less than the Offer Consideration (an "In the Money Option") was automatically accelerated and became fully vested, was cancelled and automatically converted into the right to receive for each share of Company common stock underlying such Company Option, an amount (without interest and less any required tax withholding) in cash equal to the excess of the Offer Consideration over the per share exercise price of such Company Option. At the Effective Time, each Company Option that was not an In the Money Option and that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled without any consideration payable therefor.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Gary R. Fairhead, as Attorney-in-Fact for Frank Cesario	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.
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