SXI Insider Filing: Phantom Units, RSUs Vest; Tax Withholding Sales Reported

Rhea-AI Filing Summary

Annmarie Bell, Vice President and Chief HR Officer of Standex International Corporation (SXI), reported multiple equity transactions on 08/22/2025 and 08/23/2025 related to vesting of incentive awards and tax-withholding sales. Phantom stock and restricted stock units vested, generating 613, 279 and 567 underlying shares from different awards, while portions of vested restricted stock/performance units were sold to pay taxes at an effective price of $210.48 per share. After these transactions the reporting person beneficially owned 8,606 shares directly. Performance share units were granted with a 0–250% payout formula and certain PSUs cliff vesting at three years; reported achievement for performance-based phantom units was 52%.

Positive

• Vesting of incentive awards indicates retention through compensation programs and alignment with long-term pay structures
• Reporting shows no open-market purchases or opportunistic sales; disposals were for tax withholding

Negative

• Actual performance-based payout for certain phantom units was 52%, below full target
• Tax-withholding sales reduced the reporting person's direct share count

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-related share sales; no new purchases beyond award vesting.

The Form 4 discloses standard compensation-related activity rather than open-market trading. Multiple award types vested under the 2018 Omnibus Incentive Plan, including phantom stock units, restricted stock units and performance share units. Some vested shares were sold solely to satisfy tax withholding obligations at a reported price of $210.48 per share. The filer retains direct ownership of 8,606 shares after the transactions. This filing signals compensation realization, not opportunistic insider buying or material change in ownership stake.

Compensation & Equity Plan Analyst

TL;DR: Vesting outcomes reflect partial achievement of performance awards and standard time-based vesting schedules.

The document shows a 52% actual achievement for certain performance-based phantom units that were originally granted at a 100% target, producing 613 vested shares from that award. Time-based restricted stock units vested (279 shares) and performance share units with a three-year cliff were awarded (729 PSUs reported as granted). Dispositions noted are identified as tax-withholding sales rather than transfers for liquidity. These are typical plan mechanics and provide insight into realized equity compensation levels for the reporting officer.

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^*

Bell Annemarie

(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)
	VP, Chief HR Officer

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)		613	A	$210.48	8,710	D
Common Stock	08/22/2025		F(2)		150	D	$210.48	8,560	D
Common Stock	08/22/2025		F(2)		96	D	$210.48	8,464	D
Common Stock	08/22/2025		F(2)		69	D	$210.48	8,395	D
Common Stock	08/22/2025		M(3)		279	A	$210.48	8,674	D
Common Stock	08/22/2025		F(2)		68	D	$210.48	8,606	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)			613	08/23/2025	08/23/2025	Common Stock	613	$0	567	D
Phantom Stock Units	$0	08/23/2025		D(4)			567	08/23/2025	08/23/2025	Common Stock	567	$0	0	D
Restricted Stock Units	(3)	08/22/2025		M(3)			279	(3)	(3)	Common Stock	279	$0	558	D
Phantom Stock Units	(5)	08/23/2025		A(5)		729		08/23/2028	08/23/2028	Common Stock	729	$0	729	D
Restricted Stock Units	(6)	08/23/2025		A(6)		729		(6)	(6)	Common Stock	729	$0	729	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. 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.

5. 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.

6. 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.

	/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 Standex (SXI) insider Annemarie Bell report on Form 4?

The Form 4 reports vesting of phantom stock units, restricted stock units and performance share units on 08/22/2025 and 08/23/2025, plus sales of shares to pay taxes at $210.48 per share.

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

After the transactions the reporting person beneficially owned 8,606 shares directly.

What was the reported achievement level for performance-based phantom units?

The Form 4 states actual achievement for the referenced performance-based phantom units was 52% (range 0–250%).

Were any shares purchased in these transactions?

No open-market purchases were reported; shares were acquired only through vesting of awards and portions were sold to satisfy tax withholding.

Did the filing disclose any new grants?

Yes, the filing shows an award of 729 Performance Share Units that cliff vest after three years and a grant of 729 Restricted Stock Units vesting one-third annually.