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  4. [Form 4] Standex International Corporation Insider Trading Activity

SXI Insider Filing: Phantom Units Vest, RSUs/PSUs Granted; 52% Performance Result

Filing Impact
(Very High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Alan J. Glass, CLO, VP & Secretary of Standex International Corp (SXI), filed a Form 4 reporting several transactions on 08/22/2025 and 08/23/2025 involving common stock, phantom stock units and restricted stock units. The filing shows multiple vestings and grants, including phantom stock vesting under the Management Stock Purchase Plan and awards under the 2018 Omnibus Incentive Plan. Certain shares were sold to pay taxes on vesting. Performance share units achieved 52% of target for one award, and new performance and restricted stock units were granted with multi-year vesting schedules. The Form is signed 08/26/2025.

Positive

  • Vesting and grants disclosed under the Management Stock Purchase Plan and 2018 Omnibus Incentive Plan indicate alignment of executive pay with company performance
  • Transparency on performance outcome—one performance award's actual achievement was reported as 52%

Negative

  • Shares sold to pay taxes on vested awards reduced the reporting person's direct holdings
  • Partial achievement (52%) on a performance award indicates targets were not fully met for that performance cycle

Insights

TL;DR: Routine insider vesting and tax-withholding sales; modest net share changes with performance awards at 52% achievement.

The Form 4 documents standard executive compensation activity: multiple phantom stock units and restricted stock units vested, some resulting shares sold to satisfy tax obligations, and new performance and restricted awards were granted. The disclosed 52% achievement on a performance award indicates partial attainment of performance metrics for that cycle. Transactions appear to reflect compensation plan mechanics rather than open-market trading, so immediate market-impact is likely limited.

TL;DR: Compensation governance is operating as designed with cliff and multi-year vesting; tax withholding via share sales executed.

The filing shows the company’s incentive structures functioning: Management Stock Purchase Plan, Omnibus Incentive Plan performance-based awards, cliff-vesting PSUs, and time-based RSUs. Sale of shares to cover tax withholding is a common administrative action on vesting events. Documentation of actual achievement (52%) provides useful transparency on plan outcomes.

Insider GLASS ALAN J
Role CLO, VP & Secretary
Type Security Shares Price Value
Disposition Phantom Stock Units 984 $0.00 $0.00
Grant/Award Phantom Stock Units 1,028 $0.00 $0.00
Grant/Award Restricted Stock Units 1,028 $0.00 $0.00
Grant/Award Phantom Stock Units 695 $0.00 $0.00
Exercise Phantom Stock Units 2,327 $0.00 $0.00
Exercise Phantom Stock Units 1,065 $0.00 $0.00
Exercise Restricted Stock Units 395 $0.00 $0.00
Exercise Common Stock 2,327 $210.48 $490K
Exercise Price or Tax Liability Common Stock 1,001 $210.48 $211K
Exercise Common Stock 1,065 $210.48 $224K
Exercise Price or Tax Liability Common Stock 483 $210.48 $102K
Exercise Price or Tax Liability Common Stock 310 $210.48 $65K
Exercise Price or Tax Liability Common Stock 192 $210.48 $40K
Exercise Common Stock 395 $210.48 $83K
Exercise Price or Tax Liability Common Stock 180 $210.48 $38K
Holdings After Transaction: Phantom Stock Units — 1,723 shares (Direct); Restricted Stock Units — 1,818 shares (Direct); Common Stock — 22,926.945 shares (Direct)
Footnotes (8)
  1. F1. Vesting of Phantom Stock pursuant to Company's Management Stock Purchase Plan.
  2. F2. Shares sold to pay taxes on vesting of previously issued restricted stock and/or performance share units.
  3. F3. 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. F4. Vesting of Restricted Stock Units pursuant to the Company's 2018 Omnibus Incentive Plan.
  5. F5. 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. F6. 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. F7. 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. F8. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

Who filed the Form 4 for Standex International (SXI)?
The Form 4 was filed by Alan J. Glass, CLO, VP & Secretary of Standex International Corporation.

What types of transactions are reported on this Form 4 for SXI?
The filing reports vestings of phantom stock units and restricted stock units, grants of performance and restricted units, and share disposals to pay taxes.

What performance result is disclosed for any performance awards?
One performance award under the 2018 Omnibus Incentive Plan had an actual achievement of 52% of target.

When did the reported transactions occur and when was the form signed?
Reported transactions occurred on 08/22/2025 and 08/23/2025, and the Form 4 was signed on 08/26/2025.

Were any shares sold and why?
Yes; several shares were sold to pay taxes on the vesting of previously issued restricted stock and/or performance share units.
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
hours per response: 0.5
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*
GLASS ALAN J
(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)
CLO, VP & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
09/06/2023
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) 2,327 A $210.48 23,632.945 D
Common Stock 08/22/2025 F(2) 1,001 D $210.48 22,631.945 D
Common Stock 08/22/2025 M(3) 1,065 A $210.48 23,969.945 D
Common Stock 08/22/2025 F(2) 483 D $210.48 23,213.945 D
Common Stock 08/22/2025 F(2) 310 D $210.48 22,903.945 D
Common Stock 08/22/2025 F(2) 192 D $210.48 22,711.945 D
Common Stock 08/22/2025 M(4) 395 A $210.48 23,106.945 D
Common Stock 08/22/2025 F(2) 180 D $210.48 22,926.945 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 $63.59 08/22/2025 M(1) 2,327 08/23/2025 08/23/2025 Common Stock 2,327 $0 0 D
Phantom Stock Units $0 08/22/2025 M(3) 1,065 08/23/2025 08/23/2025 Common Stock 1,065 $0 984 D
Phantom Stock Units $0 08/23/2025 D(5) 984 08/23/2025 08/23/2025 Common Stock 984 $0 0 D
Restricted Stock Units (4) 08/22/2025 M(4) 395 (4) (4) Common Stock 395 $0 790 D
Phantom Stock Units (6) 08/23/2025 A(6) 1,028 08/23/2028 08/23/2028 Common Stock 1,028 $0 1,028 D
Restricted Stock Units (7) 08/23/2025 A(7) 1,028 (7) (7) Common Stock 1,028 $0 1,028 D
Phantom Stock Units (8) 08/23/2025 A(8) 695 08/23/2028 08/23/2028 Common Stock 695 $0 695 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR