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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No 2)
FORM 10-K/A
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the fiscal year ended June 30, 2025 |
Commission File Number 001-07233 |
STANDEX INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its Charter)
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Delaware
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31-0596149
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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23 KEEWAYDIN DRIVE, Salem, New Hampshire
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03079
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(Address of principal executive offices)
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(Zip Code)
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(603) 893-9701
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, Par Value $1.50 Per Share
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SXI
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New York Stock Exchange
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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☒ |
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller Reporting Company ☐ |
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant at the close of business on December 31, 2024 was approximately $2,222,611,330. Registrant’s closing price as reported on the New York Stock Exchange for December 31, 2024 was $186.99 per share.
The number of shares of Registrant's Common Stock outstanding on July 31, 2025 was 12,068,262.
DOCUMENTS INCORPORATED BY REFERENCE
STANDEX INTERNATIONAL CORPORATION
2025 ANNUAL REPORT ON FORM 10-K/A
EXPLANATORY NOTE
Standex International Corporation (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (this “Form 10-K/A”), which further amends and supplements our Annual Report on Form 10-K (“the Original Filing”) for the fiscal year ended June 30, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2025, as amended by Amendment No. 1 on Form 10-K/A which was filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2025 (“Amendment No. 1”, together with the Original Filing, “2025 Form 10-K”). The Company is filing this Form 10-K/A solely for the purpose of amending the Exhibit List to include the SEC mandated Compensation Clawback Policy, which was inadvertently excluded in the Original Filing. The Compensation Clawback Policy was originally adopted on August 15, 2023 and has been publicly available under the “Investors” section of the Company’s website. Accordingly, we are filing this Amendment No. 2 to the 2025 Form 10-K to include said Exhibit.
This Amendment No. 2 does not update or amend any other items in the 2025 Form 10-K in any way other than as described in the preceding paragraph, and the 2025 Form 10-K, as amended by this Amendment No. 2, continues to be applicable as of the date of the Original Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the 2025 Form 10-K and the Company’s other filings with the Securities and Exchange Commission.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are hereby added to the Exhibit List as part of this Amendment No. 2 to the Company’s Annual Report on Form 10-K:
Exhibit 97 – Compensation Clawback Policy
INDEX TO EXHIBITS
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Incorporated
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Exhibit
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by Reference
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Filed
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Number
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Exhibit Description
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Form
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Date
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Herewith
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31.1
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Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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97.
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Compensation Clawback Policy
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10-K/A |
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12/29/25 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Standex International Corporation has duly caused this Amendment No. 2 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on December 31, 2025.
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STANDEX INTERNATIONAL CORPORATION
(Registrant)
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/s/ ADEMIR SARCEVIC
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Ademir Sarcevic
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Vice President/Chief Financial Officer
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Deloitte & Touche LLP
115 Federal Street, Winthrop Center
Boston, MA 02210-1894 USA
Auditor Firm Id: 34
END OF FORM 10-K/A
