SXI insider David Dunbar: phantom stock vesting and tax sales reported

Rhea-AI Filing Summary

Standex International Corp director and President/CEO/Chairman David A. Dunbar reported multiple equity transactions on 08/22/2025 and 08/23/2025. Vesting events converted phantom stock units and restricted stock units into common shares, and some shares were sold to cover taxes. The filing shows net changes in direct beneficial ownership across several transactions with reported per-share price $210.48 for taxable sales. After the reported transactions Mr. Dunbar held both direct common shares (ending at 18,826.9759) and indirect interests (115,576 shares held by a trust), plus outstanding unvested performance and restricted awards.

Positive

• Vesting of performance and restricted awards under established plans, converting long-term incentives into common stock
• Substantial indirect ownership retained via trust (115,576 shares), maintaining aligned insider stake

Negative

• Shares sold to cover taxes reduced direct holdings (multiple dispositions at $210.48 per share)
• Net dilution of direct ownership from vesting and subsequent tax-related sales reflected in updated direct share totals

Insights

Financial Analyst

TL;DR Routine executive vesting and tax-withholding sales; ownership concentration remains via trust holdings.

The Form 4 documents scheduled vesting of phantom stock units, restricted stock units and the grant of performance share units. Several transactions were sales to satisfy tax withholding at a reported price of $210.48 per share. The reporting person retains material indirect ownership via a trust (115,576 shares) and continues to hold direct shares after the transactions. These are operational compensation events rather than open-market purchases or strategic dispositions.

Corporate Governance Expert

TL;DR Compensation plan mechanics executed as designed; disclosure is standard and detailed.

The filing shows vesting under the Company’s Management Stock Purchase Plan and the 2018 Omnibus Incentive Plan, including performance-based and time-based awards. Sales to cover taxes and the conversion of phantom units are disclosed with explanations of achievement percentages (noting a 52% actual achievement where applicable). Documentation is consistent with routine equity compensation administration and Section 16 reporting requirements.

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^*

Dunbar David A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President/CEO/Chairman

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)		10,627	A	$210.48	16,025.9759	D
Common Stock	08/22/2025		F(2)		3,932	D	$210.48	12,093.9759	D
Common Stock	08/22/2025		M(3)		8,803	A	$210.48	20,896.9759	D
Common Stock	08/22/2025		F(2)		3,464	D	$210.48	17,432.9759	D
Common Stock	08/22/2025		M(4)		2,299	A	$210.48	19,731.9759	D
Common Stock	08/22/2025		F(2)		905	D	$210.48	18,826.9759	D
Common Stock								115,576	I	Trustee of Trust

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	$63.59	08/22/2025		M(1)			10,627	08/23/2025	08/23/2025	Common Stock	10,627	$0	0	D
Phantom Stock Units	$0	08/22/2025		M(3)			8,803	08/23/2025	08/23/2025	Common Stock	8,803	$0	8,127	D
Phantom Stock Units	$0	08/23/2025		D(5)			8,127	08/23/2025	08/23/2025	Common Stock	8,127	$0	0	D
Restricted Stock Units	(4)	08/22/2025		M(4)			2,299	(4)	(4)	Common Stock	2,299	$0	4,600	D
Phantom Stock Units	(6)	08/23/2025		A(6)		9,343		08/23/2028	08/23/2028	Common Stock	9,343	$0	9,343	D
Restricted Stock Units	(7)	08/23/2025		A(7)		6,228		(7)	(7)	Common Stock	6,228	$0	6,228	D
Phantom Stock Units	(8)	08/23/2025		A(8)		2,890		08/23/2028	08/23/2028	Common Stock	2,890	$0	2,890	D

Explanation of Responses:

1. Vesting of Phantom Stock pursuant to Company's Management Stock Purchase Plan.

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

3. 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.

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

5. 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.

6. 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.

7. 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.

8. Contingent Purchase of Phantom Stock of the Company pursuant to the Management Stock Purchase Plan component of the 2018 Omnibus Incentive Plan vesting three years after the date of purchase in the form of Common Stock.

	/s/ Alan J. Glass	08/26/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Standex (SXI) insider David Dunbar report on Form 4?

The filing reports vesting of phantom stock units and restricted stock units, grants of performance share units, and sales of shares to pay taxes with transactions dated 08/22/2025 and 08/23/2025.

How many shares does David Dunbar indirectly own after the reported transactions?

The Form 4 discloses 115,576 shares held indirectly by a trust following the reported transactions.

At what price were shares sold to satisfy tax withholding?

Sales to pay taxes are reported at a per-share price of $210.48.

Did any performance awards vest, and what was the achievement level?

The filing states certain awards vested with an actual achievement of 52% where the award range could have been 0%–250%.

Were new awards granted in this filing?

Yes; the Form 4 shows the award of performance share units and grants of restricted stock units and phantom stock with specified vesting schedules.