SXI insider report: RSU/Phantom vesting and 2,490 PSU grant with 2028 cliff vest

Rhea-AI Filing Summary

Sarcevic Ademir, an officer (Vice President/CFO/Treasurer) of Standex International Corp. (SXI), reported multiple equity transactions on 08/22/2025 and 08/23/2025. The filing shows vesting of Phantom Stock Units and Restricted Stock Units under the companys 2018 Omnibus Incentive Plan, sales of shares to cover taxes on vesting, and a grant of 2,490 Performance Share Units that cliff vest on 08/23/2028. Several transactions were executed at a price of $210.48 per share, reflecting share sales tied to tax withholding. Following the reported transactions, the filing lists 12,249 beneficially owned shares of common stock (direct). The document describes formulaic achievement levels for performance awards (actual achievement 52% for certain phantom awards) and specifies vesting schedules for RSUs and PSUs.

Positive

• Grant of 2,490 Performance Share Units aligns executive pay with multi-year performance and retention through 08/23/2028
• Vesting of RSUs and Phantom Units demonstrates continued compensation realization tied to company plans

Negative

• Sells to cover taxes reduced direct holdings, with multiple disposals at $210.48 per share
• Some phantom awards paid at 52% of target, below full target achievement rate

Insights

Compensation Analyst

TL;DR: Officer received vested phantom units and RSUs; received a PSU grant with a three-year cliff vesting, while selling shares to cover taxes.

The filing documents routine executive equity compensation events rather than open-market strategic trading. Vesting of Phantom Stock Units and Restricted Stock Units converted into common shares while certain shares were sold to satisfy tax obligations at an indicated transaction price of $210.48. A Performance Share Unit grant of 2,490 units was awarded with a cliff vest date of 08/23/2028, creating a multi-year incentive tied to company performance. The reported 52% achievement rate for some phantom awards clarifies payout realization versus target. These are typical compensation mechanics and do not by themselves indicate material changes to ownership control.

Corporate Governance Expert

TL;DR: Transactions reflect standard grant, vesting and tax-withholding activity under the companys incentive plan; no apparent governance concern disclosed.

The Form 4 shows internal compensation administration: vesting, tax-related share disposals, and a PSU award with a three-year performance period. The mix of vested phantom units, RSUs, and a new PSU grant aligns executive incentives with multi-year performance metrics. The filing quantifies post-transaction direct beneficial ownership at 12,249 shares, and documents that some phantom awards vested at 52% of target while PSUs remain subject to future performance outcomes. No departures, pledges, or unusual transfers are reported in this filing.

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sarcevic Ademir

(Last) (First) (Middle)

23 KEEWAYDIN DRIVE

SUITE 300

(Street)

SALEM NH 03079

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STANDEX INTERNATIONAL CORP/DE/ [ SXI ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President/CFO/Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		M(1)		1,912	A	$210.48	13,235	D
Common Stock	08/22/2025		F(2)		753	D	$210.48	12,482	D
Common Stock	08/22/2025		F(2)		483	D	$210.48	11,999	D
Common Stock	08/22/2025		F(2)		327	D	$210.48	11,672	D
Common Stock	08/22/2025		M(3)		952	A	$210.48	12,624	D
Common Stock	08/22/2025		F(2)		375	D	$210.48	12,249	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
Phantom Stock Units	$0	08/22/2025		M(1)			1,912	08/23/2025	08/23/2025	Common Stock	1,912	$0	1,765	D
Restricted Stock Units	(3)	08/22/2025		M(3)			952	(3)	(3)	Common Stock	952	$0	1,904	D
Phantom Stock Units	(4)	08/23/2025		A(4)		2,490		08/23/2028	08/23/2028	Common Stock	2,490	$0	2,490	D
Restricted Stock Units	(5)	08/23/2025		A(5)		2,490		(5)	(5)	Common Stock	2,490	$0	2,490	D
Phantom Stock Units	$0	08/23/2025		D(6)			1,765	08/23/2025	08/23/2025	Common Stock	1,765	$0	0	D

Explanation of Responses:

1. Vesting of Phantom Stock pursuant to the Company's 2018 Omnibus Incentive Plan. Actual achievement, which could have ranged from 0% to 250% of the award, was 52%. The transaction reported herein is the actual number of shares vesting pursuant thereto.

2. Shares sold to pay taxes on vesting of previously issued restricted stock and/or performance share units.

3. Vesting of Restricted Stock Units pursuant to the Company's 2018 Omnibus Incentive Plan.

4. Award of Performance Share Units pursuant to the 2018 Omnibus Incentive Plan of the Company. These shares cliff vest at the end of a three year performance period with the ultimate number of shares ranging from 0 to 250% of the award based on achievement against Company performance metrics of the three year period.

5. Grant of Restricted Stock Units pursuant to the 2018 Omnibus Incentive Plan of the Company which vests one-third per year on each anniversary of the date of the award.

6. Vesting of Phantom Stock pursuant to the Company's 2018 Omnibus Incentive Plan. Actual achievement, which could have ranged from 0% to 250% of the award, was 52%. Phantom Stock Units were granted at 100% achievement, so this transaction reflects the disposition of shares to accurately reflect the vesting.

	/s/ Alan J. Glass	08/26/2025
	** 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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FAQ

What transactions did SXI officer Sarcevic Ademir report on the Form 4?

Vesting of Phantom Stock Units and Restricted Stock Units, sales of shares to pay taxes, and a grant of 2,490 Performance Share Units.

How many common shares did the reporting person own after the transactions?

12,249 shares of common stock are reported as beneficially owned following the disclosed transactions.

At what price were the tax-withholding share sales executed?

The Form 4 shows share transactions executed at $210.48 per share.

What is the vesting schedule for the new Performance Share Units (PSUs)?

The PSUs were granted on 08/23/2025 and cliff vest on 08/23/2028, with payout ranging from 0% to 250% based on performance.

What does the 52% achievement referenced in the filing mean?

For certain Phantom Stock Units the actual payout equaled 52% of target, where awards could have ranged from 0% to 250% based on plan metrics.