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

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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

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
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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.