[Form 4] Sigmatron International Inc Insider Trading Activity

Rhea-AI Filing Summary

Datadog, Inc. (DDOG) filed a Form 144 indicating that co-founder and CEO Olivier Pomel intends to sell 11,195 Class A shares through Morgan Stanley. At the 07/28/2025 anticipated execution date, the aggregate market value of the planned sale is $1.68 million. The shares represent roughly 0.0035 % of the company’s 319.5 million shares outstanding and were originally acquired as founder shares on 07/08/2010.

The filing also lists insider sales completed over the prior three months under 10b5-1 plans. In that period, Pomel sold ≈363,600 shares across six transactions, generating gross proceeds of ≈$44.3 million. The largest single trade was 107,365 shares on 06/09/2025 for $13.07 million. If the newly noticed sale is executed, total shares disposed in the rolling 90-day window would rise to about 374,800.

While the proposed transaction is minor relative to total float, the cumulative volume of recent insider selling may draw investor attention. Because the sales are structured under Rule 144 and disclosed 10b5-1 plans, they do not necessarily signal adverse information, but they do reduce the CEO’s direct exposure.

Positive

• Sales executed under Rule 10b5-1 plans indicate adherence to insider-trading safeguards, reducing the likelihood of informational advantage.
• Proposed sale is immaterial to share count (0.003 % of outstanding), limiting dilution or supply pressure.

Negative

• Cumulative insider sales of ≈363.6 k shares (~$44 m) in three months could be interpreted as reduced management conviction.
• Founder/CEO share ownership declines, potentially weakening alignment with minority shareholders.

Insights

Equity Research Analyst

TL;DR: CEO plans small additional sale; aggregate 90-day insider disposals now material, but executed via 10b5-1.

The 11,195-share notice equates to just 0.003 % of DDOG’s float, so on its own it is immaterial. However, the cumulative 363.6 k shares already sold since May (~0.11 % of float, ~$44 m proceeds) indicates a steady liquidation pace by the founder-CEO. Consistent use of 10b5-1 trading plans reduces informational asymmetry risk, yet large serial divestitures can weigh on sentiment, particularly when valuation is rich. No operational metrics are disclosed, so the filing’s impact is limited to perception of insider confidence. Overall effect: modestly negative but not fundamentally disruptive.

Corporate Governance Specialist

TL;DR: Filing is routine Rule 144 disclosure; governance risk low given pre-arranged plans.

Rule 144 and dated 10b5-1 plans demonstrate compliance discipline. The staggered sales minimize market impact and signal adherence to best-practice insider-trading controls. From a governance lens, the small size of the new trade and the transparent historical reporting mitigate concerns, although investors may monitor whether divestitures accelerate.

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
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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.
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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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FAQ

How many Datadog (DDOG) shares does Olivier Pomel plan to sell under this Form 144?

The notice covers 11,195 Class A shares valued at approximately $1.68 million.

When is the planned sale of DDOG shares expected to occur?

The filing lists an approximate sale date of 07/28/2025.

How much has the CEO already sold in the past 3 months?

Pomel sold about 363,600 shares for gross proceeds of ≈$44.3 million between 05/01/2025 and 07/08/2025.

What percentage of Datadog’s outstanding shares does the new sale represent?

Roughly 0.0035 % of the 319.5 million shares outstanding.

Are the insider sales part of a 10b5-1 trading plan?

Yes. The historical sales and the planned transaction are disclosed as being conducted under Rule 10b5-1 arrangements.