What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-08-14 compared with 2025-08-04 · 359 added, 371 removed, 1358 unchanged (35% of the section changed)

6 unchanged sentences

$ 178,734 $ 104,542

Accounts receivable, net

Accounts receivable, less allowance for credit losses of $ 4,579 and $ 3,985 at June 30, 2026 and June 30, 2025 respectively

172,896 172,702

12 unchanged sentences

Deferred tax asset

11,971 17,450

Operating lease right-of-use asset

5 unchanged sentences

$ 1,585,708 $ 1,566,880

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

Current liabilities:

1 unchanged sentence

$ 80,098 $ 88,001

Redeemable noncontrolling interest purchase obligation

Accrued liabilities

1 unchanged sentence

Income taxes payable

17,419 15,770

Total current liabilities

11 unchanged sentences

Stockholders' equity:

Common stock, par value $ 1.50 per share - 60,000,000 shares authorized, 27,984,278 issued, 11,992,116 and 11,761,700 shares outstanding in 2025 and 2024

Common stock, par value $ 1.50 per share, 60,000,000 shares authorized, 27,984,278 shares issued, 12,054,110 and 11,992,116 shares outstanding at June 30, 2026 and June 30, 2025

41,976 41,976

9 unchanged sentences

755,214 711,677

Total liabilities and stockholders' equity

Total liabilities, redeemable noncontrolling interest and stockholders' equity

$ 1,585,708 $ 1,566,880

12 unchanged sentences

12,186 6,903 8,206

(Gain) loss on sale of business

Gain on sale of business

( 57,085 ) - ( 274 )

Acquisition related costs

Deal related costs

4,059 21,434 2,622

Other operating (income) expense, net

- 110 ( 611 )

Income from operations

10 unchanged sentences

128,687 57,726 73,591

Income (loss) from discontinued operations, net of tax

Loss from discontinued operations, net of tax

( 144 ) ( 42 ) ( 517 )

1 unchanged sentence

net income attributable to redeemable noncontrolling interest

23,911 1,924 -

Net income attributable to Standex International Corporation

1 unchanged sentence

Basic earnings per share attributable to Standex International Corporation shareholders:

Income (loss) from continuing operations

Income from continuing operations

$ 8.70 $ 4.68 $ 6.26

Income (loss) from discontinued operations

(Loss) income from discontinued operations

( 0.01 ) 0.00 ( 0.04 )

1 unchanged sentence

Diluted earnings per share attributable to Standex International Corporation shareholders:

Income (loss) from continuing operations

Income from continuing operations

$ 8.68 $ 4.64 $ 6.18

Income (loss) from discontinued operations

(Loss) income from discontinued operations

( 0.01 ) 0.00 ( 0.04 )

16 unchanged sentences

( 512 ) ( 3,413 ) ( 5,347 )

Foreign currency translation income (losses), net of tax

Foreign currency translation (losses) income, net of tax

( 45,924 ) 17,140 ( 17,555 )

Other comprehensive (loss), net of tax

Other comprehensive (loss) income, net of tax

( 36,805 ) 18,191 ( 24,479 )

comprehensive income attributable to redeemable noncontrolling interest

21,402 1,179 -

Comprehensive income

2 unchanged sentences

Standex International Corporation and Subsidiaries

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Redeemable Noncontrolling interest and Stockholders' Equity

Comprehensive

26 unchanged sentences

- - ( 683 ) - - ( 109 ) 2,909 2,226

Fair value of noncontrolling interest at acquisition

26,734 - - - - - - -

Stock issued for business acquisition

- - 21,881 - - ( 152 ) 4,071 25,952

Stock-based compensation

16 unchanged sentences

- - 129 - - ( 82 ) 2,218 2,347

Fair value of noncontrolling interest at acquisition

26,734 - - - - - - -

Stock issued for business acquisition

- - 21,881 - - ( 152 ) 4,071 25,952

Stock-based compensation

10 unchanged sentences

- - - - 1,764 - - 1,764

NCI adjustment through equity

17,411 - ( 17,411 ) - - - - ( 17,411 )

Reclassed to accrued expenses

( 64,000 ) - - - - - - -

Dividends accrued - MSPP and RSU

- - - ( 31 ) - - - ( 31 )

Distributions to noncontrolling interest

( 2,726 ) - - - - - - -

Dividends declared ($ 1.34 per share)

8 unchanged sentences

$ 128,543 $ 57,684 $ 73,074

Income (loss) from discontinued operations

Loss from discontinued operations

( 144 ) ( 42 ) ( 517 )

1 unchanged sentence

128,687 57,726 73,591

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

3 unchanged sentences

Gain on sale of real estate and equipment

102 - ( 199 )

Non-cash portion of restructuring charge

10 151 ( 444 )

(Gain) loss on sale of business

Gain on sale of business

( 57,085 ) - ( 274 )

18 unchanged sentences

89,913 69,647 93,346

Net cash provided by (used for) operating activities from discontinued operations

Net cash used for operating activities from discontinued operations

( 350 ) ( 52 ) ( 690 )

10 unchanged sentences

68,280 - 7,774

Proceeds from sale of real estate and equipment

Proceeds withdrawn from life insurance policies

Other investing activity

- - ( 2,654 )

Net cash provided by (used for) investing activities from continuing operations

1 unchanged sentence

Net cash provided by investing activities from discontinued operations

Net cash (used for) investing activities

Net cash provided by (used for) investing activities

43,095 ( 503,433 ) ( 61,629 )

5 unchanged sentences

Contingent consideration payment

- - ( 1,167 )

Activity under share-based payment plans

2 unchanged sentences

( 4,402 ) ( 9,906 ) ( 31,824 )

Distributions to noncontrolling interest

( 2,726 ) - -

Cash dividends paid

( 16,185 ) ( 15,033 ) ( 13,902 )

Net cash provided by (used for) financing activities

Net cash (used for) provided by financing activities

( 56,626 ) 380,491 ( 69,201 )

17 unchanged sentences

Basis of Presentation and Consolidation

Standex International Corporation (“Standex” or the “Company”) is a diversified industrial manufacturer in five broad business segments:

Electronics, Engineering Technologies, Scientific, Engraving and Specialty Solutions with operations in the United States, Europe, Canada, Japan, Singapore, Mexico, Turkey, India, and China.

As of June 30, 2026 , Standex International Corporation (“Standex” or the “Company”) is a diversified industrial manufacturer in four broad business segments:

Electronics, Aerospace & Defense (A&D), Scientific, and Engraving & Hydraulics with operations in the United States, Europe, Canada, Japan, Singapore, Mexico, Turkey, India, and China.

The accompanying consolidated financial statements include the accounts of Standex International Corporation and its subsidiaries and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

During the third quarter of fiscal 2026, the Company sold its Federal Industries display merchandising business.

This business was previously a part of the Specialty Solutions segment.

Following this divestiture, the Company realigned its businesses and made organizational changes to better allocate resources to support changes to its business strategy.

This resulted in combining the Hydraulics business which was previously a part of the Specialty Solutions segment with the Engraving business to form the Engraving & Hydraulics segment.

Additionally, the Engineering Technologies segment was re-named as the A&D segment to better reflect the markets served by this segment.

Following these changes, the Company reviewed the quantitative and qualitative characteristics of its remaining businesses and determined that it has four reportable segments as noted in Note 17.

Accordingly, all periods presented have been revised to reflect the new reportable segments.

The Other segment included in Note 17 includes the results of the Company's divested Federal Industries display merchandising business.

All intercompany accounts and transactions have been eliminated in consolidation.

Noncontrolling interests in subsidiaries related to Standex’ ownership interests of less than 100% are reported as Noncontrolling interests in the consolidated balance sheets.

The results of noncontrolling ownership interests held by Standex are reported as Net income attributable to redeemable noncontrolling interests in the consolidated statements of operations (refer to Note 2 ).

Noncontrolling interests in subsidiaries related to Standex’s ownership interests of less than 100% are reported as Noncontrolling interests in the consolidated balance sheets.

The results of noncontrolling ownership interests held by Standex are reported as Net income attributable to redeemable noncontrolling interests in the consolidated statements of operations.

The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

100 unchanged sentences

$ 6,680 $ 6,680 $ - $ -

Debt securities

3,629 - - 3,629

Equity securities

Interest rate swaps

2,310 - 2,310 -

1 unchanged sentence

Foreign exchange contracts

Contingent consideration(a)

$ 299 - 299 -

Financial Assets

1 unchanged sentence

$ 4,980 $ 4,980 $ - $ -

Interest rate swaps

4,673 - 4,673 -

Debt securities

Debt securities(b)

3,629 - - 3,629

Equity securities

Equity securities(a)

2,211 - - 2,211

Financial Liabilities

Contingent consideration(a)

$ 660 - - 660

(a) The Company’s financial liabilities based upon Level 3 inputs comprise of contingent consideration arrangement relating to its acquisition of SEPL in the event that certain financial targets are achieved during the two years following its acquisition in the fourth quarter of fiscal year 2024.

The maximum liability under this arrangement is $ 0.7 million.

The Company has determined the fair value of the liabilities for the contingent consideration based on an evaluation of the probability and amount of any deferred compensation that has been earned to date .

This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.

The fair value of the contingent consideration liability associated with future payments was based on several factors, the most significant of which are typically the financial performance of the acquired business and the risk-adjusted discount rate for the fair value measurement.

Additionally, the Company has financial assets based upon Level 3 inputs, which represent investments in a privately held company.

The Company invested $ 2.0 million for equity securities of a company whose securities are not publicly traded and where fair value is not readily available.

Foreign exchange contracts

Contingent consideration(c)

The Company had financial assets based upon Level 3 inputs, which represent investments in a privately held company.

(a) The Company invested $ 2.0 million for equity securities of a company whose securities are not publicly traded and where fair value is not readily available.

This was recorded as an investment within other non-current assets in the consolidated balance sheets to reflect the initial fair value of the stock acquired.

These investments are recorded using either the equity method of accounting or the cost minus impairment adjusted for observable price changes, depending on ownership percentage and other factors that suggest significant influence.

This investment is recorded at cost minus any impairment adjusted for observable price changes.

The Company concluded it does not have a significant ownership percentage or influence.

The Company monitors this investment to evaluate whether any increase or decline in the value has occurred, based on the implied value of recent company financings, public market prices of comparable companies and general market conditions.

In the third quarter of fiscal year 2023, the Company purchased $ 2.7 million of debt securities from the same privately held company.

(b) In the third quarter of fiscal year 2023, the Company purchased $ 2.7 million of debt securities from the same privately held company.

The available for sale asset was recorded as a current asset in the prepaid expenses and other current assets line of the consolidated balance sheet to reflect the initial fair value of the instrument acquired .

This asset was originally due to mature one year from the d ate of issuance.

The maturity date was subsequently extended to August 2025.

The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire.

In April 2026, these debt securities were converted into additional equity shares of the same privately held company and no gain on loss was recognized.

(c) The Company’s financial liabilities based upon Level 3 inputs comprise of contingent consideration arrangement relating to its acquisition of SEPL in the event that certain financial targets are achieved during the two years following its acquisition in the fourth quarter of fiscal year 2024.

The Company determined the fair value of the liabilities for the contingent consideration based on an evaluation of the probability and amount of any deferred compensation that has been earned to date.

This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.

During the year ended June 30, 2026 , the reduction in the fair value of the contingent consideration liability was a result of the Company’s payment of $ 0.7 million pursuant to the SEPL agreement.

Concentration of Credit Risk

4 unchanged sentences

In general, the Company recognizes revenue at the point in time control transfers to its customer based on predetermined shipping terms.

Revenue is recognized over time under certain long-term contracts within the Engineering Technologies and Engraving groups for highly customized customer products that have no alternative use and in which the contract specifies the Company has a right to payment for its costs, plus a reasonable margin.

Revenue is recognized over time under certain long-term contracts within the A&D and Engraving & Hydraulics segments for highly customized customer products that have no alternative use and in which the contract specifies the Company has a right to payment for its costs, plus a reasonable margin.

For products manufactured over time, the transfer of control is measured pro rata, based upon current estimates of costs to complete such contracts.

21 unchanged sentences

Acquisitions and other charges

( 607 ) 181 92

Warranty expense

17 unchanged sentences

11,761,700 shares issued and outstanding as of

June 30, 2025 and

June 30, 2026 ,

2024 respectively.

2 unchanged sentences

may repurchase shares of common stock, which are held in treasury stock and reserved for future issuance.

June 30, 2025 and

June 30, 2026 ,

2024 there were

2 unchanged sentences

The Company uses shares acquired through treasury stock repurchases for the issuance of shares of common stock for the settlement of awards under its stock-based compensation plans, with the net effect of these transactions accounting for the change in common stock outstanding in each of the years ended

June 30, 2024 and

June 30, 2026 ,

During the years ended

June 30, 2026 ,

2024 the Company acquired

206,060 shares of treasury stock, respectively and issued

222,769 shares for settlement of stock-based compensation awards (refer to Note

13 ), respectively.

During the year ended

June 30, 2025, the Company acquired

31,308 shares of treasury stock and issued

June 30, 2025 , the Company issued

152,299 shares of Standex common stock in connection with a business acquisition (refer to Note

2 ) and for settlement of stock based compensation awards (refer to Note

13 ), respectively.

Foreign Currency Translation

5 unchanged sentences

Revenues and expenses of these operations are translated using monthly average exchange rates.

The resulting translation adjustment is reported as a component of comprehensive income (loss) in the consolidated statements of stockholders’ equity and compr ehensive income.

The resulting translation adjustment is reported as a component of comprehensive income (loss) in the consolidated statements of redeemable noncontrolling interest and stockholders’ equity and compr ehensive income.

Gains and losses from foreign currency transactions are included in results of operations and were not material for any period presented.

10 unchanged sentences

The Company does not hold or issue derivative instruments for trading purposes.

The income tax provision from continuing operations for the fiscal year ended June 30, 2025 was $ 11.1 million, or an effective rate of 16.1 %, compared to $ 21.5 million, or an effective rate of 22.6 %, for the year ended June 30, 2024, and $ 24.8 million, or an effective rate of 15.1 %, for the year ended June 30, 2023.

Changes in the effective tax rates from period to period may be significant as they depend on many factors including, but not limited to, the amount of our income or loss, the mix of income earned in the U.S.

versus outside the U.S., the effective tax rate in each of the countries in which we earn income, and any one -time tax issues which occur during the period.

The income tax provision from continuing operations for the fiscal year ended June 30, 2025 was impacted by the following items:

(i) a tax provision of $ 5.7 million due to the mix of income in various jurisdictions, (ii) tax benefits of $ 4.6 million related to foreign tax credits of $ 2.1 million, as well as Federal R&D tax credits of $ 2.5 million, (iii) a tax provision of $ 1.8 million related to officers’ compensation, (iv) a tax provision of $ 3.0 million related to cash repatriation, and (v) a tax benefit of $ 9.1 million (inclusive of $ 1.2 million of interest) related to the release of a Sec.

965 toll tax uncertain tax position due to the lapse of statute of limitations.

The income tax provision from continuing operations for the fiscal year ended June 30, 2024 was impacted by the following items:

(i) a tax provision of $ 3.1 million due to the mix of income in various jurisdictions, (ii) tax benefits of $ 2.8 million related to foreign tax credits of $ 0.7 million, as well as Federal R&D tax credits of $ 2.1 million, (iii) a tax provision of $ 3.8 million related to officers’ compensation, and (iv) a tax benefit of $ 3.8 million relating to share-based compensation.

The income tax provision from continuing operations for the fiscal year ended June 30, 2023 was impacted by the following items:

(i) a tax benefit of $ 4.3 million due to the mix of income in various jurisdictions, (ii) tax benefits of $ 14.3 million primarily related to foreign tax credits of $ 11.6 million, as well as Federal R&D tax credits of $ 2.7 million, (iii) a tax provision of $ 11.3 million related to the U.S.

tax effects of international operations, and (iv) a tax benefit of $ 5.0 million relating to the partial release of the valuation allowance on capital loss carryforwards, which were utilized against the capital gain recognized on the divestiture of the Procon business.

Income tax expense includes U.S., state, local and international income taxes.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

We adjust deferred income taxes for enacted changes in tax rates and tax laws.

Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.

The Company recognizes the tax benefit of uncertain income tax positions only if those positions are more likely than not to be sustained upon examination.

Judgment is required in evaluating tax positions and determining income tax provisions.

Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized.

Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company records interest and penalties related to unrecognized tax benefits in income tax expense.

See Note 11, Income Taxes, in the accompanying notes to the consolidated financial statements for further discussion on income taxes.

Earnings Per Share

6 unchanged sentences

Both basic and diluted income is the same for computing earnings per share.

There were no outstanding instruments that had an anti-dilutive effect at June 30, 2025, 2024 or 2023.

There were no outstanding instruments that had an anti-dilutive effect at June 30, 2026 , 2025 , and 2024 .

Performance stock units of 22,641 , 45,953 and 57,830 for the year ended June 30, 2026 , 2025 and 2024 respectively, are excluded from the diluted earnings per share calculation as the performance criteria have not been met.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that we adopt as of the specified effective date.

Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards had or may have a material impact on its condensed consolidated financial statements or disclosures.

Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards had or may have a material impact on its consolidated financial statements or disclosures.

The Company adopted ASC 2023 - 07 in fiscal 2025.

Industry Segment Information.

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ) ("ASU 2023 - 07" ).

This update provides, among other things, enhanced segment disclosure requirements including disclosures about significant segment expenses.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ) - Improvements to Income Tax Disclosures.

This ASU is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities on an annual basis to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.

This ASU is effective for fiscal years beginning after December 15, 2024.

The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted.

The Company is currently evaluating the effect of adopting this new accounting guidance, which would be applicable to fiscal year 2026.

This ASU requires enhanced disclosures of income taxes paid, adds disaggregation of continuing operations before income taxes between foreign and domestic earnings and defines specific categories for the reconciliation of jurisdictional tax rate to effective tax rate.

This ASU is effective for fiscal years beginning after December 15, 2024 and can be applied on a prospective basis.

The Company adopted ASU 2023 - 09 for the year ended June 30, 2026, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

See Note 11, Income Taxes, in the accompanying notes to the consolidated financial statements for further detail.

In July 2025, the FASB issued ASU 2025 - 05, Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient for measuring expected credit losses on current trade receivables and contract assets by assuming that current conditions remain unchanged over the life of the asset.

The amendments are effective for annual and interim periods beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In November 2024 , the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income (Topic 220 ):

Expense Disaggregation Disclosures .

Additionally, in January 2025, the FASB issued ASU 2025 - 01 to clarify the effective date of ASU 2024 - 03.

This ASU provides guidance to expand disclosures related to the disaggregation of income statement expenses.

This ASU also requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

ASU 2025 - 01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

Additionally, in January 2025, the FASB issued ASU 2025 - 01 to clarify the effective date of ASU 2024 - 03.

ASU 2025 - 01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

This ASU will be effective for the Company’s Form 10 -K for fiscal 2028 and Form 10 -Q filed thereafter.

The Company is currently evaluating the impact this ASU may have on our financial statement disclosures.

The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

In November 2025 , the FASB issued ASU 2025 - 09, Derivatives and Hedging (Topic 815 ):

Hedge Accounting Improvements.

This ASU introduces five targeted improvements to better align hedge accounting with entities’ risk management activities.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted.

The amendments in this ASU are required to be applied on a prospective basis for all hedging relationships.

The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

In September 2025 , the FASB issued ASU 2025 - 06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350 - 40 ) :

Targeted Improvements to the Accounting for Internal-Use Software related to accounting for internal-use software costs.

The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

This update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, though early adoption is permitted.

The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements.

In December 2025 , the FASB issued ASU No.

2025 - 11, Narrow-Scope Improvements (“ASU 2025 - 11” ) .

The guidance in ASU 2025 - 11 amends ASC Topic 270, Interim Reporting , to provide clarity on the current interim reporting requirements and to require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity through the addition of the disclosure principle.

The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

Upon adoption, ASU 2025 - 11 may be applied prospectively or retrospectively.

The Company is currently evaluating when it will adopt the ASU 2025 - 11 and the impact that the adoption may have on its consolidated financial statements, including related footnote disclosures.

The Company’s recent acquisitions are strategically significant to the future growth prospects of the Company.

4 unchanged sentences

It designs and manufactures cold deep draw and bulge-formed aviation components, including segmented and single piece lipskins, nozzles, complex sheet metal assemblies, and tooling to support production hardware.

McStarlite's results are reported within the Company's Engineering Technologies segment.

McStarlite's results are reported within the Company's A&D segment.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date.

4 unchanged sentences

The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management's best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

Preliminary Allocation as of March 31, 2025

Preliminary Allocation as of June 30, 2025

Final Allocation as of June 30, 2026

Total purchase consideration:

18 unchanged sentences

$ 56,963 $ - $ 56,963

There were no changes to the purchase price allocations of any other acquisitions during the year ended June 30, 2026 .

Amran/Narayan Group

4 unchanged sentences

Amran/Narayan Group results are reported within the Company's Electronics segment.

Total consideration for Amran aggregated $ 179.7 million consisting of $ 153.7 million in cash consideration and 152,299 shares of Standex common stock, issued out of the Company's treasury shares, with a fair value of $ 26.0 million.

The fair value of Standex common stock issued as part of the consideration for Amran was determined on the basis of the closing market price of our common shares on the Closing Date.

Total consideration for Amran aggregated to $ 179.7 million, consisting of $ 153.7 million in cash consideration and 152,299 shares of Standex common stock, issued out of the Company's treasury shares, with a fair value of $ 26.0 million.

The fair value of Standex common stock issued as part of the consideration for Amran was determined on the basis of the closing market price of the Company's common shares on the Closing Date.

The total consideration for the 90.1 % interest in Narayan consisted of a cash payment of $ 261.9 million.

The Company entered into a Shareholder Agreement that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining minority interest at a contractually defined redemption value.

The Company entered into a Shareholder Agreement that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining noncontrolling interest at a contractually defined redemption value.

As the redemptions are contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the redeemable noncontrolling interest in the mezzanine equity section on the consolidated balance sheets, which is presented above the equity section and below liabilities.

The repurchase price of the redeemable noncontrolling interests is the greater of the share price paid for similar shares as part of the Amran/Narayan Acquisition or 12 times twelve months' trailing EBITDA.

The redeemable noncontrolling interest represents the minority shareholder's interest.

Subject to receipt of regulatory approval from the Reserve Bank of India (“RBI”), Mold-Tech Singapore will acquire the remaining 9.9 % of the capital stock of Narayan in a second closing for shares of Standex common stock with a fair value of $ 26.7 million ("Share Swap Provision").

In accounting for the subsequent measurement of the redeemable noncontrolling interest measurement adjustments pursuant to ASC 480, Distinguishing Liabilities from Equity , the Company has made accounting policy elections to record any such applicable changes on the immediate recognition of the full adjustment required to report the redeemable noncontrolling interest at its redemption value, while also electing to record such adjustments under the income method, with a corresponding offset recorded to the Net income attributable to noncontrolling interests in consolidated subsidiaries within the consolidated statement of operations for the period in which such measurement adjustment becomes required.

Given the pending approval of the RBI for the second closing and share swap, the noncontrolling interest is not probable of redemption as of June 30, 2025, and accordingly no measurement adjustments have been recorded for the year ended June 30, 2025.

Additionally, on October 28, 2024, as contemplated by the Narayan Purchase Agreement, the Company, Mold-Tech Singapore and the owners of the remaining 9.9% ownership interest in Narayan, which was not acquired by the Company, entered into a Shareholders’ Agreement.

The Shareholders’ Agreement provides the noncontrolling interest holders with certain put rights upon the expiration of the Share Swap Provision.

The noncontrolling interest holders will have the right (but not an obligation) to transfer up to their remaining interest in Narayan for a period of three years ("Put Option Period") to Mold-Tech Singapore.

The repurchase price of the redeemable noncontrolling interests is the greater of the share price paid for similar shares as part of the Narayan Acquisition or 12 times twelve months' trailing EBITDA.

The redeemable noncontrolling interest represents the noncontrolling shareholder's interest.

More specifically, the Shareholders’ Agreement provides the noncontrolling interest holders with the right (but not an obligation) to transfer up to their remaining interest in Narayan for a period of three years ("Put Option Period") to Mold-Tech Singapore.

Subsequent to the expiration of the Put Option Period, Mold-Tech Singapore will have the right (but not an obligation) to acquire the remaining interest in Narayan for an additional three -year consecutive period.

Please see Note 21.

Redeemable noncontrolling interest for subsequent accounting and purchase of noncontrolling interest by the Company.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed and noncontrolling interest based on a valuation of their fair values on the Closing Date.

1 unchanged sentence

Identifiable intangible assets of $ 136.0 million consist primarily of $ 28.7 million for indefinite lived tradenames and $ 107.3 million of customer relationships to be amortized over 12 years.

The goodwill of $ 298.4 million created by the transaction is deductible for income tax purposes.

Goodwill of $ 298.4 million was recognized.

Goodwill related to the Amran (U.S.) acquisition is deductible for U.S.

income tax purposes;

the goodwill related to the Narayan (India) acquisition is not deductible.

The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed.

The fair value of the noncontrolling interest in Narayan was determined based on the consideration expected to be transferred by the Company for its controlling ownership interest based on the Standex share price at the Closing Date.

The following table summarizes the allocation of the aggregate total consideration for the Amran/Narayan Group to the estimated fair values of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interest assumed (in thousands):

Preliminary Allocation as of December 31, 2024

Preliminary Allocation as of June 30, 2025

On the date of acquisition, the fair value of the noncontrolling interest in Narayan was determined based on the consideration expected to be transferred by the Company for its controlling ownership interest based on the Standex share price at the Closing Date.

The following table summarizes the final allocation of the aggregate total consideration for the Amran/Narayan Group to the estimated fair values of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interest assumed (in thousands):

Final Allocation as of June 30, 2026

Fair value of business combination:

Total cash consideration

$ 414,852 $ 752 $ 415,604

cash acquired

(7,126 ) 12 (7,114 )

Stock consideration

$ 433,679 $ 764 $ 434,443

Identifiable assets acquired and liabilities assumed:

Other acquired assets

$ 11,799 $ - $ 11,799

Accounts receivable

27,670 (1,807 ) 25,863

14,017 (340 ) 13,677

Customer backlog

9,500 600 10,100

Property, plant, and equipment

1,158 1,658 2,816

Identifiable intangible assets

135,000 1,000 136,000

298,938 (555 ) 298,383

Deferred tax liabilities, net

(19,932 ) (58 ) (19,990 )

Other liabilities assumed

(17,737 ) 266 (17,471 )

Total identifiable assets acquired and liabilities assumed

460,413 764 461,177

Redeemable noncontrolling interest (see Note 18)

(26,734 ) - (26,734 )

Total identifiable assets, liabilities and redeemable noncontrolling interest

$ 433,679 $ 764 $ 434,443

The initial allocation of the purchase price is based upon a preliminary valuation, and accordingly, our estimates and assumptions are subject to change as we obtain additional information during the measurement period.

The Company anticipates finalizing the purchase price allocation within 12 months from the acquisition date.

The following table reflects the unaudited pro forma operating results of the Company for the year ended June 30, 2025 and 2024 , respectively, which give effect to the acquisition of the Amran/Narayan Group as if it had occurred effective July 1, 2023.

1 unchanged sentence

The pro forma information does not include the effects of any synergies related to the Amran/Narayan Group acquisition, transactions between the entities prior to acquisition, or the pre-acquisition impact of other businesses acquired by the Company during this period as they were not material to the Company’s historical results of operations.

Pro forma earnings during the periods presented were adjusted to include the following adjustments:

Year Ended June 30,

2 unchanged sentences

87,415 72,034

Pro forma earnings during the periods presented were adjusted to include the following adjustments:

Amortization of inventory step-up to fair value assuming inventory turns within a two -month period;

Amortization of definite-lived intangible assets recognized at fair value that exceed one year as if acquired July 1, 2023;

Non-recurring acquisition-related costs have been excluded from net income;

Non-recurring deal related costs have been excluded from net income;

Interest expense (including amortization of loan discount) on the Term Loan Credit Agreement entered into in connection with the acquisition as if the loan was obtained July 1, 2023.

5 unchanged sentences

The fair value determination of the customer relationships intangible asset required us to make significant estimates and assumptions related to future cash flows and the selection of an appropriate discount rate to apply to future cash flows.

The Company incurred acquisition-related costs of $ 14.2 million for the year ended June 30, 2025, which is reported separately in the consolidated statements of operations.

From the date of acquisition, the Amran/Narayan Group has contributed $ 84.4 million of net sales and $ 13.7 million of net income for the periods ended June 30, 2025.

The Company incurred deal related costs of $ 14.2 million for the year ended June 30, 2025 , which is reported separately in the consolidated statements of operations.

From the date of acquisition through June 30, 2025 , the Amran/Narayan Group contributed $ 84.4 million of net sales and $ 13.7 million of net income.

Transactions with Related Parties of Amran/Narayan Group

The Amran/Narayan Group, acquired in the second quarter of fiscal year 2025, has certain transactions with parties affiliated with current and former shareholders of the Amran/Narayan Group, including the current President of the Amran/Narayan Group entities in India.

The Amran/Narayan Group has certain transactions with parties affiliated with current and former shareholders of the Amran/Narayan Group, including the current President of the Amran/Narayan Group entities in India.

The transactions with these parties continue and are summarized as follows:

Names of related parties Relationship with the Amran / Narayan Group

Narayan Epoxy Components Private Limited Entity controlled by minority shareholders of Narayan

Gujarat Plug In Devices Private Limited Narayan minority shareholders have significant ownership interest

Narayanshree Infrastructure LLP Partners are former and current minority shareholders of Narayan

Relative of Narayan Minority Shareholders Lessors of certain real property

At June 30, 2025, $ 0.4 million is due to the above related parties which is included in accounts payable in the consolidated balance sheets.

Names of related parties

Relationship with the Amran / Narayan Group

Narayan Energy Solutions Pvt.

(formerly known as Narayan Epoxy Components Private Limited)

Entity controlled by minority shareholders of Narayan

Gujarat Plug In Devices Private Limited

Narayan minority shareholders have significant ownership interest

Narayanshree Infrastructure LLP

Partners are former and current minority shareholders of Narayan

Relative of Narayan Minority Shareholders

Lessors of certain real property

At June 30, 2026 and 2025 , $ 0.3 million and $ 0.4 million, respectively, is due to the above related parties which is included in accounts payable in the consolidated balance sheets.

During the twelve months ended June 30, 2026 , payments for inventory purchases and rental payments were $ 2.0 million and $ 0.3 million, respectively.

During the twelve months ended June 30, 2024, sales made to related parties were $ 0.1 million.

During the twelve months ended June 30, 2025 , payments for inventory purchases and rental payments were $ 2.5 million and $ 0.3 million, respectively.

During the twelve months ended June 30, 2026 , 2025 and 2024 , sales made to related parties were $ 0.1 million.

Several of the Amran/Narayan Group leases in India are with Narayanshree Infrastructure LLP and directly with relatives of Narayan minority shareholders.

Undiscounted cash flows expected to be paid for operating leases with related parties are as follows as of June 30, 2026 :

Fiscal year Amount ($)

Nascent Technology

3 unchanged sentences

Custom Biogenic Systems

On November 13, 2024, the Company purchases all of the issued and outstanding equity interests of Custom Biogenic Systems for $ 4.7 million, net of cash acquired.

On November 13, 2024, the Company purchased all of the issued and outstanding equity interests of Custom Biogenic Systems for $ 4.7 million, net of cash acquired.

Its results are reported within the Company's Scientific segment.

On May 3, 2024, the Company purchased all of the issued and outstanding equity interests of Sanyu Electric Pte Ltd, or SEPL, a privately held company for $ 3.5 million.

Its results are reported within the Company's Electronics segment.

The Company paid $ 1.1 million, net of cash acquired in the fourth quarter of fiscal year 2024.

The goodwill of $ 1.9 million created by the transaction is not deductible for income tax purposes.

On July 31, 2023, the Company paid $ 29.2 million in cash for the purchase of all the issued and outstanding equity interests of Minntronix, a privately held company.

Minntronix designs and manufactures customized as well as standard magnetics components and products including transformers, inductors, current sensors, coils, chokes, and filters.

The products are used in applications across cable fiber, smart meters, industrial control and lighting, electric vehicles, and home security markets.

Minntronix' results are reported within the Company's Electronics segment.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date.

Goodwill recorded from this transaction is attributable to Minntronix's technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $ 10.7 million consist primarily of $ 3.2 million for indefinite lived tradenames and $ 7.5 million of customer relationships to be amortized over 15 years.

The goodwill of $ 13.9 million created by the transaction is not deductible for income tax purposes.

The components of the fair value of the Minntronix acquisition, including the final allocation of the purchase price are as follows (in thousands):

Final Allocation as of September 30, 2024

Fair value of business combination:

Cash payments

Less, cash acquired

Identifiable assets acquired and liabilities assumed:

Other acquired assets

Customer backlog

Property, plant, & equipment

Identifiable intangible assets

Liabilities assumed

On February 19, 2024, the Company completed the purchase of all the issued and outstanding equity interests of Sanyu Switch Co., Ltd (Sanyu), a privately held company for $ 20.9 million, net of cash acquired.

Sanyu designs and manufactures reed relays for test and measurement and other switching applications.

Products include surface mount relays, high current relays, high insulation relays, high density relays for test boards, and RF relays which are used in semi-conductors, other electronics manufacturing and other switching applications.

Sanyu's results are reported within the Company's Electronics segment.

The Company paid $ 22.2 million in cash in the third quarter of fiscal year 2024 and recorded $ 2.5 million as holdback amounts.

Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are sa tisfied and are expected to be settled within 24 months from the date of acquisition.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date.

Goodwill recorded from this transaction is attributable to Sanyu's technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $ 2.9 million consist primarily of $ 0.7 million for indefinite lived tradenames and $ 2.2 million of customer relationships to be amortized over 12 years.

The goodwill of $9.1million created by the transaction is not deductible for income tax purposes.

The components of the fair value of the Sanyu acquisition, including the final allocation of the purchase price are as follows (in thousands):

Final Allocation as of March 31, 2025

Total purchase consideration:

Cash payments

Less cash acquired

Identifiable assets acquired and liabilities assumed:

Other acquired assets

Property, plant, and equipment

Identifiable intangible assets

Liabilities assumed

Acquisition Related Expenses

Acquisition related expenses include costs related to acquired businesses and other pending acquisitions.

These costs consist of (i) deferred compensation arrangements and (ii) acquisition related professional service fees and expenses, including financial advisory, legal, accounting, and other outside services incurred in connection with acquisition activities, and regulatory matters related to acquired entities.

Deal Related Costs

Deal related costs include costs related to acquired businesses and other pending acquisitions, and divestitures.

These costs consist of (i) deferred compensation arrangements and (ii) deal related professional service fees and expenses, including financial advisory, legal, accounting, and other outside services incurred in connection with integration and acquisition activities, and regulatory matters related to acquired and divested entities.

These costs do not include purchase accounting expenses, which the Company defines as acquired backlog and the step-up of inventory to fair value, or the amortization of the acquired intangible assets.

Acquisition related expenses were $ 21.4 million, $ 2.6 million and $ 0.6 million for fiscal years 2025, 2024 and 2023, respectively.

Deal related costs were $ 4.1 million, $ 21.4 million and $ 2.6 million for fiscal years 2026 , 2025 and 2024 , respectively.

REVENUE FROM CONTRACTS WITH CUSTOMERS

5 unchanged sentences

In general, the Company recognizes revenue at the point in time control transfers to its customer based on predetermined shipping terms.

For products manufactured over time, the transfer of control is measured pro rata, based upon current estimates of costs to complete such contracts.

2 unchanged sentences

Disaggregation of Revenue from Contracts with Customers

The following table presents revenue disaggregated by product line and segment (in thousands):

The following table presents revenue from continuing operations disaggregated by product line and segment (in thousands):

June 30, 2026

2 unchanged sentences

$ 475,036 $ 400,130 $ 321,956

Engineering Technologies

Aerospace & Defense

135,031 102,595 83,476

4 unchanged sentences

11,015 11,583 10,094

Total Engraving

128,360 150,685 152,067

Hydraulics Cylinders and System

Hydraulics Cylinders and Systems

46,070 50,943 55,349

Merchandising & Display

Total Engraving & Hydraulics

182,329 179,303 206,034

Total Specialty Solutions

23,453 35,699 40,238

32 unchanged sentences

The following table provides information about contract assets and liability balances (in thousands):

Year ended June 30, 2025

Balance at Beginning of Period Additions Deductions Balance at End of Period

Contract assets:

Contract assets

$ 45,393 84,722 70,887 $ 59,228

Contract liabilities:

Customer deposits

$ 1,766 10,755 7,332 $ 5,189

Year ended June 30, 2024

Balance at Beginning of Period Additions Deductions Balance at End of Period

June 30, 2026

June 30, 2025

June 30, 2024

Contract assets:

4 unchanged sentences

$ 455 $ 5,189 $ ( 4,734 ) $ 5,189 $ 1,766 $ 3,423

The vast majority of our contracts are customer purchase orders that require us to transfer specified quantities of tangible products to our customers.

These performance obligations are generally satisfied within a short period of time.

We have elected the practical expedient in ASC Topic 606 to not disclose our remaining performance obligations as these obligations are generally less than one year in duration.

The Company’s accounts receivable balance as of July 1, 2024 was $ 123.4 million.

We recognized the following revenue which was included in the contract liability beginning balances (in thousands):

1 unchanged sentence

June 30, 2026

Amounts included in the contract liability balance at the beginning of the year

Revenue recognized in the period from:

June 30, 2025

Amounts included in the contract liability balance at the beginning of the year

Revenue recognized in the period from:

June 30, 2024

Amounts included in the contract liability balance at the beginning of the year

$ 5,189 $ 1,766 $ -

Inventories are comprised of (in thousands):

21 unchanged sentences

The Company’s annual test for impairment is performed using a May 31st measurement date.

The Company has identified six reporting units for impairment testing:

Electronics, Engineering Technologies, Scientific, Engraving, Federal, and Hydraulics.

The Specialty Solutions segment includes Federal and Hydraulics.

The Company has identified four reporting units for impairment testing:

Electronics, Aerospace & Defense, Scientific and Engraving & Hydraulics.

As quoted market prices are not available for the Company’s reporting units, the fair value of the reporting units is determined using a discounted cash flow model (income approach).

3 unchanged sentences

The most significant assumption involved in the Company’s determination of fair value is the cash flow projections of each reporting unit.

If the estimates of future cash flows for each reporting unit may be insufficient to support the carrying value of the reporting units, the Company will reassess its conclusions related to fair value and the recoverability of goodwill.

If the estimates of future cash flows for each reporting unit are insufficient to support the carrying value of the reporting units, the Company will reassess its conclusions related to fair value and the recoverability of goodwill.

The Company completed its annual impairment testing as of May 31, in each of the last three fiscal years and determined that the fair value of each of its reporting units substantially exceeded each unit’s respective carrying value, therefore, no impairment charges were recorded in connection with the testing and assessment.

4 unchanged sentences

$ 459,051 $ - $ - $ ( 29,133 ) $ 429,918

Engineering Technologies

Aerospace & Defense

53,778 ( 554 ) - ( 331 ) 52,893

15,454 - - - 15,454

Engraving & Hydraulics

82,055 - - 1,233 83,288

Specialty Solutions

$ 610,338 $ ( 554 ) $ - $ ( 28,231 ) $ 581,553

June 30, 2024

Translation Adjustment

June 30, 2025

$ 149,910 $ 305,793 $ - $ 3,348 $ 459,051

Aerospace & Defense

36,255 16,761 - 762 53,778

15,454 - - - 15,454

Engraving & Hydraulics

79,664 - - 2,391 82,055

$ 281,283 $ 322,554 $ - $ 6,501 $ 610,338

Intangible Assets

25 unchanged sentences

The Company's long-term debt matures in February 2028 .

During the third quarter of fiscal year 2023 , the Company entered into a Third Amended & Restated Credit Agreement which renewed the existing Credit Agreement for an additional five -year period (“Credit Facility”, or “facility”).

The facility had a borrowing limit of $ 500 million, which could be increased by an amount of up to $ 250 million, in accordance with specified conditions contained in the agreement.

The facility also included a $ 10 million sublimit for swing line loans and a $ 35 million sublimit for letters of credit.

Through the second quarter of fiscal year 2025 the facility had a borrowing limit of $ 500 million, which can be increased by an amount of up to $ 250 million, in accordance with specified conditions contained in the agreement.

The facility also includes a $ 10 million sublimit for swing line loans and a $ 35 million sublimit for letters of credit.

During the second quarter of fiscal year 2025, the Company entered into a $ 250 million 364 -day term loan with existing lenders.

2 unchanged sentences

This amendment expanded the total available credit under the Revolving Credit Agreement from $ 500 million to $ 825 million.

Under the terms of the Credit Agreement, the Company pays a variable rate of interest and a commitment fee on borrowed amounts as well as a commitment fee on unused amounts under the facility.

Under the terms of the Credit Agreement, the Company pays interest on borrowed amounts based on a variable rate of interest and a credit spread based on quarterly reported leverage and a commitment fee on unused amounts under the facility.

The amount of the commitment fee depends upon both the undrawn amount remaining available under the facility and the Company’s funded debt to EBITDA (as defined in the agreement) ratio at the last day of each quarter.

1 unchanged sentence

Funds borrowed under the facility may be used for the repayment of debt, working capital, capital expenditures, acquisitions (so long as certain conditions, including a specified funded debt to EBITDA leverage ratio is maintained), and other general corporate purposes.

As of June 30, 2025 , the Company had standby letters of credit outstanding, primarily for insurance purposes, of $ 1.9 million and had the ability to borrow $ 207.7 million under the facility based on our current EBITDA.

The facility contains customary representations, warranties and restrictive covenants, as well as specific financial covenants which the Company was compliant with as of June 30, 2025 .

The Company’s current financial covenants under the facility are as follows:

As of June 30, 2026 and 2025 , the Company had standby letters of credit outstanding of $ 3.1 million and $ 1.9 million, primarily for insurance purposes and had the ability to borrow $ 148.4 million and $ 207.7 million under the facility based on our current EBITDA.

The facility contains customary representations, warranties and restrictive covenants, as well as specific financial covenants which the Company was compliant with as of June 30, 2026 and 2025 The Company’s current financial covenants under the facility are as follows:

Interest Coverage Ratio - The Company is required to maintain a ratio of Earnings Before Interest and Taxes, as Adjusted (“Adjusted EBIT per the Credit Facility”), to interest expense for the trailing twelve months of at least 2.75:1.

Adjusted EBIT per the Credit Facility specifically excludes extraordinary and certain other defined items such as cash restructuring and acquisition related charges up to the lower of $ 20.0 million or 10 % of EBITDA.

Adjusted EBIT per the Credit Facility specifically excludes extraordinary and certain other defined items such as cash restructuring and deal related charges up to the lower of $ 20.0 million or 10 % of EBITDA.

The facility allows for unlimited non-cash charges including purchase accounting and goodwill adjustments.

At June 30, 2025 , the Company’s Interest Coverage Ratio was 6.42:1.

At June 30, 2026 and 2025 , the Company’s Interest Coverage Ratio was 4.97:1 and 6.42:1 , respectively.

Leverage Ratio - The Company’s ratio of funded debt to trailing twelve month Adjusted EBITDA per the Credit Facility, calculated as Adjusted EBIT per the Credit Facility plus depreciation and amortization, may not exceed 3.5:1.

Under certain circumstances in connection with a Material Acquisition (as defined in the Facility), the Facility allows for the leverage ratio to go as high as 4.0:1 for a four -fiscal quarter period.

At June 30, 2025 , the Company’s Leverage Ratio was 2.60:1.

At June 30, 2026 and 2025 the Company’s Leverage Ratio was 2.41:1 and 2.60:1 .

Our primary sources of cash for these requirements are cash flows from continuing operations and borrowings under the facility.

At June 30, 2025, the effective rate of interest on the outstanding borrowings was 6.38 %.

At June 30, 2026 and 2025 , the effective rate of interest on the outstanding borrowings was 5.71 % and 6.38 %

Accrued LIABILITIES

3 unchanged sentences

Operating lease current liability

Accrued interest

12,530 11,129

Accrued material and services costs

Accrued taxes payable

Warranty reserves

Accrued interest

Professional fees

3 unchanged sentences

$ 67,999 $ 63,204

$ 63,204 $ 56,698

Derivative Financial Instruments

Interest Rate Swaps

The fair value of the swaps recognized in accrued liabilities and in other comprehensive income (loss) is as follows (in thousands):

From time to time as dictated by market opportunities, the Company enters into interest rate swap agreements designed to manage exposure to interest rates on the Company’s variable rate indebtedness.

The Company recognizes all derivatives on its consolidated balance sheets at fair value.

The Company designates its interest rate swap agreements, including those that may be forward-dated, as cash flow hedges, and changes in the fair value of the swaps are recognized in accumulated other comprehensive income until the hedged items are recognized in earnings.

Hedge ineffectiveness, if any, associated with the swaps is reported in earnings within interest expense.

The Company’s effective swap agreements convert the base borrowing rate on $ 225 million of debt due under its Facility from a variable rate equal to 1 month Secured Overnight Financing Rate (SOFR) to a weighted average fixed rate of 3.48 % at June 30, 2026 .

The fair value of the swaps, recognized in accumulated other comprehensive loss, is as follows (in thousands, except percentages):

Effective Date

1 unchanged sentence

Interest Rate

February 23, 2023

100,000 0.86 %

March 23, 2025

25,000 0.81 %

April 24, 2025

February 24, 2023

August 30, 2025

225,000 3.48 %

March 24, 2025

August 30, 2028

The Company reported no losses for the years ended June 30, 2026 , 2025 , and 2024 , as a result of hedge ineffectiveness.

7 unchanged sentences

At June 30, 2026 and 2025 , the Company had outstanding forward contracts related to hedges of intercompany loans that had an immaterial amount of net unrealized loss.

The contracts have maturity dates in fiscal year 2025, which correspond to the related intercompany loans.

The notional amounts of these instruments, by currency in thousands, are as follows:

5,107,000 3,250,000

The table below presents the fair value of derivative financial instruments as well as their classification on the balance sheet at June 30 ( in thousands):

Asset Derivatives

Derivative designated as hedging instruments

Balance Sheet Line Item

Fair Value Balance Sheet Line Item

Balance Sheet Line Item

Interest rate swaps

1 unchanged sentence

$ 2,310 Prepaid expenses and other current assets

Foreign exchange contracts

Accrued Liabilities

( 299 ) Accrued Liabilities

$ 2,011 $ ( 68 )

The table below presents the amount of gain (loss) recognized in comprehensive income on our derivative financial instruments (effective portion) designated as hedging instruments and their classification within comprehensive income for the periods ended (in thousands):

3 unchanged sentences

$ 2,972 $ 149 $ 1,469

$ 149 $ 1,469 $ 6,130

The table below presents the amount reclassified from accumulated other comprehensive income (loss) to net income for the periods ended (in thousands):

23 unchanged sentences

$ 1,411 $ ( 9,666 ) $ ( 2,759 )

Total Income Tax Expense (Benefit):

$ 3,163 $ ( 10,545 ) $ 5,842

A reconciliation from the U.S.

Federal income tax rate on continuing operations to the total tax provision is as follows:

2,430 ( 723 ) 8

28,660 22,352 15,682

$ 34,253 $ 11,084 $ 21,532

Income tax payments (net of refunds received):

State and Local

Total income taxes paid, (net of refunds received)

The differences between income taxes computed at the United States statutory rate and the provision for income taxes are summarized as follows for the fiscal year 2026 (in thousands):

$ 162,940 $ 34,217 21 %

Domestic, state and local income taxes, net of federal income tax effect (a)

Foreign tax effects

Statutory tax rate difference between Japan and United States

Statutory tax rate difference between India and United States

Withholding Taxes

Statutory tax rate difference between China and United States

Local taxes at a rate different than the statutory rate

( 2,020 ) ( 1.2 %)

( 619 ) ( 0.4 %)

Effect of cross-border tax laws

Global intangible low-taxed income, net of credits

( 621 ) ( 0.4 %)

Research & Development Credits

( 2,560 ) ( 1.6 %)

Foreign Tax Credits

( 1,784 ) ( 1.1 %)

Changes in valuation allowances

( 4,978 ) ( 3.1 %)

Nontaxable or Nondeductible Items

Changes in unrecognized tax benefits

( 682 ) ( 0.4 %)

Provision for income taxes

$ 162,940 $ 34,253 21 %

(a) State taxes in California, Massachusetts, Michigan and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.

The differences between income taxes computed at the United States statutory rate and the provision for income taxes are summarized as follows for the fiscal years 2025 and 2024 (in thousands):

Provision at statutory tax rate

2 unchanged sentences

Impact of foreign operations

8.4 % 3.3 % ( 2.6 %)

Federal tax credits

1 unchanged sentence

Cash repatriation

4.3 % 0.2 % 1.0 %

0.0 % 0.0 % 6.9 %

Uncertain Tax Positions

1 unchanged sentence

Officers compensation

2.7 % 4.0 % 0.4 %

Share-based compensation

1 unchanged sentence

Return to provision

1.0 % 0.6 % ( 1.3 %)

Valuation allowance release

0.0 % 0.6 % ( 3.1 %)

Tax expense on Procon Pumps disposal

0.9 % ( 0.8 %)

0.9 % ( 0.8 %) ( 0.1 %)

Effective income tax provision

1 unchanged sentence

Changes in the effective tax rates from period to period may be significant as they depend on many factors including, but not limited to, size of the Company’s income or loss and any one -time activities occurring during the period.

The income tax provision from continuing operations for the fiscal year ended June 30, 2025 was impacted by the following items:

965 toll tax uncertain tax position due to the lapse of statute of limitations.

The income tax provision from continuing operations for the fiscal year ended June 30, 2024 was impacted by the following items:

The income tax provision from continuing operations for the fiscal year ended June 30, 2023 was impacted by the following items:

tax effects of international operations, and (iv) a tax benefit of $ 5.0 million relating to the partial release of the valuation.

Significant components of the Company’s deferred income taxes are as follows (in thousands):

11 unchanged sentences

$ 3,241 $ 2,553

Accrued expenses and reserves

Accrued expenses, reserves and other

3,935 ( 16,313 )

8 unchanged sentences

( 8,522 ) ( 11,527 )

Net deferred tax asset (liability)

Net deferred tax liability

$ ( 16,732 ) $ ( 15,971 )

The Company estimates the degree to which deferred tax assets, including net operating loss and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction and provides a valuation allowance for tax assets and loss carry forwards that it believes will more likely than not go unrealized.

The valuation allowance at June 30, 2025 applies to federal capital loss, state loss, foreign loss, and state R&D credit carryforwards, which management has concluded that it is more likely than not that these tax benefits will not be realized.

The increase (decrease) in the valuation allowance from the prior year was due to the current year activity in those same federal, state and foreign jurisdictions.

As of June 30, 2025, the Company had gross state net operating loss ("NOL") and credit carry forwards of approximately $ 15.8 million and $ 5.4 million, respectively, which may be available to offset future state income tax liabilities and expire at various dates from 2024 through 2044.In addition, the Company had federal NOL carry forwards of approximately $ 2.7 million and foreign NOL carry forwards of approximately $ 2.7 million, all of which carry forward indefinitely.

The valuation allowance at June 30, 2026 applies to state net operating loss, foreign net operating loss, branch basket foreign tax credit carryforward and state R&D credit carryforwards, which management has concluded that it is more likely than not that these tax benefits will not be realized.

The $ 3.0 million decrease in the valuation allowance at June 30, 2026 was primarily driven by the release of the valuation allowance on Federal capital loss carryforwards as a result of the capital gain recognized on the sale of Federal Industries.

The $ 0.8 million decrease in the valuation allowance at June 30, 2025 was primarily driven by current year activity in state and foreign jurisdictions.

The $ 2.8 million increase in the valuation allowance at June 30, 2024 was primarily driven by the establishment of a valuation allowance on branch basket foreign tax credit carryforwards and current year activity in state and foreign jurisdictions.

As of June 30, 2026, the Company had gross state net operating loss ("NOL") and credit carry forwards of approximately $ 14.7 million and $ 6.0 million, respectively, which may be available to offset future state income tax liabilities and expire at various dates from 2024 through 2046.

In addition, the Company had gross federal NOL carry forwards of approximately $ 2.7 million and gross foreign NOL carry forwards of approximately $ 14.8 million, all of which carry forward indefinitely.

The Company also had federal credit carryforwards of approximately $ 5.1 million which expire at various dates from 2027 through 2046.

Under ASU 2016 - 09, Improvements to Employee Share-Based Payment Accounting, all excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the statement of operations.

Accordingly, we recorded an income tax benefit in the consolidated statement of operation of $ 0.9 million during the fiscal year ended June 30, 2025 for the windfall of tax benefits related to equity compensation.

Accordingly, we recorded an income tax benefit in the consolidated statement of operation of $ 1.1 million during the fiscal year ended June 30, 2026, $ 0.9 million during the fiscal year ended June 30, 2025, and $ 3.9 million during the fiscal year ended June 30, 2024, for the windfall of tax benefits related to equity compensation.

tax law allows a 100% dividend received deduction for foreign dividends and the Company has begun to bring back cash from foreign subsidiaries.

16 unchanged sentences

Additions based on tax positions related to the current year

Additions for tax positions of prior years

Reductions for tax positions of prior years

Statute lapses

246 1,108 273

Statute lapses and settlements

( 928 ) ( 7,961 ) -

Ending Balance

2 unchanged sentences

We are not able to provide a reasonable estimate of the timing of future payments related to these obligations.

The Company increased its uncertain tax position during the year due to state R&D tax credit exposures.

The Company decreased its uncertain tax position during the year due to the statute of limitations lapsing on the Sec.

965 toll tax position that was established in prior years.

The Company increased its uncertain tax position during the year due to federal R&D tax credit exposures.

The Company decreased its uncertain tax position during the year due to the statute of limitations lapsing on federal R&D tax credits.

If the unrecognized tax benefits in the table above were recognized in a future period, $ 2.2 million of the unrecognized tax benefit would impact the Company’s effective tax rate.

The Company expects a decrease in net unrecognized tax benefits of approximately $ 0.9 million in the next twelve months as a result of the lapse in the statute of limitations.

Within the next twelve months, the statute of limitations will close in various U.S., state and non-U.S.

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The Company’s policy is to include interest expense and penalties related to unrecognized tax benefits within the provision for income taxes on the consolidated statements of operations.

2024, the company had

$ 1.3 million for accrued interest expense on unrecognized tax benefits.

On July 4, 2025, the U.S.

government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S.

government enacted The One Big Beautiful Bill Act of 2025 (“OBBBA”) which includes, among other provisions, changes to the U.S.

corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

Certain provisions are effective for the company beginning fiscal 2026.

We are evaluating the future impact of these tax law changes on our financial statements.

The OBBBA did not have a material impact on the Company’s financial statements for fiscal year 2026.

The Organization for Economic Co-operation and Development (OECD) and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the "Inclusive Framework") have put forth Pillar Two proposals that ensure a minimal level of taxation.

Several countries in which the Company operates, including several European Union member states, have adopted domestic legislation to implement the Inclusive Framework's global corporate minimum tax rate of fifteen percent.

This legislation became effective for the Company beginning July 1, 2024.

Based on the Company's analysis of Pillar Two provisions, these tax law changes did not have a material impact on the Company's financial statements for fiscal 2025.

This legislation became effective for the Company beginning June 1, 2024.

Based on the Company's analysis of Pillar Two provisions, these tax law changes did not have a material impact on the Company's financial statements for fiscal year 2026.

On January 5, 2026, the OECD Inclusive Framework members approved changes to the model rules, including the introduction of a “side by side” rule which would exempt U.S.-parented companies from certain aspects of the global minimum tax regime.

The updated model rules will need to be incorporated into local tax legislation to be effective.

We do not expect the new rules to have a material impact on our consolidated financial statements.

CONTINGENCIES

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Compensation expense related to stock awards recognized was $ 6.4 million, $ 5.2 million, and $ 6.0 million, respectively, for fiscal years ended June 30, 2026 , 2025 , and 2024 .

Substantially all awards are expected to vest.

A summary of restricted stock awards activity is as follows:

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Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan that allows employees to purchase shares of common stock of the Company at a discount from the market each quarter.

The ESPP plan, which was effective as of July 1, 2005, provided employees the option to purchase Standex stock at a discount of 5 %.

The Plan was modified, effective as of April 1, 2017, to increase the stock purchase discount to 15 % and is considered a compensatory Plan.

Under this amendment, at the beginning of each calendar quarter, employees may elect to purchase shares of Company stock at a value equal to 85 % of the closing price on the last trading day of the quarter.

The Company has an Employee Stock Purchase Plan, which is considered a compensatory Plan as it allows employees to purchase shares of common stock of the Company at a 15 % discount from the market each quarter.

At the beginning of each calendar quarter, employees may elect to purchase shares of Company stock at a value equal to 85 % of the closing price on the last trading day of the quarter.

The 15% discount is recorded as a component of SG&A in the Company’s Consolidated Statements of Operations.

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Prior Year Initiatives

2,189 871 3,060

Total expense

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Prior Year Initiatives

456 801 1,257

Total expense

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2026 Restructuring Initiatives

The Company continues to focus our efforts to reduce cost and improve productivity across our businesses, particularly through headcount reductions, facility closures, and consolidations.

The Company continues to focus its efforts to reduce cost and improve productivity across businesses, particularly through headcount reductions, facility closures, and consolidations.

Restructuring expenses primarily related to headcount reductions and other cost saving initiatives.

During fiscal year 2025 , we also incurred restructuring expenses related to third party assistance with analysis and implementation of these activities.

During fiscal year 2026 , we also incurred restructuring expenses related to third party assistance with analysis and implementation of these activities, write off of leases and other equipment, and relocation expenses.

Involuntary Employee

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Prior Year Restructuring Initiatives

The Company continues to focus our efforts to reduce cost and improve productivity across our businesses, particularly through headcount reductions, facility closures, and consolidations.

The Company continues to focus its efforts to reduce cost and improve productivity across our businesses, particularly through headcount reductions, facility closures, and consolidations.

During fiscal years 2025 and 2024 , the Company also incurred restructuring expenses related to headcount reductions, facility rationalization and third party assistance with analysis and implementation of these activities.

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$ 1,817 $ 434 $ 2,251

Aerospace & Defense

Engraving & Hydraulics

6,154 3,250 9,404

Corporate and Other

Total expense

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Fiscal Year 2025

$ 903 $ 496 $ 1,399

Engineering Technologies

Engraving & Hydraulics

$ 3,561 $ 1,762 $ 5,323

Corporate and Other

1,135 273 1,408

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Fiscal Year 2024

Engraving & Hydraulics

$ 2,414 $ 3,042 $ 5,456

903 496 1,399

Specialty Solutions

Corporate and Other

Aerospace & Defense

1,297 - 1,297

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employees is frozen for substantially all employees and participants in the plan have ceased accruing future benefits.

Obligations under the Company's defined benefit plan operated in Ireland have been transferred to the buyer of the Procon business as part of the divestiture in fiscal year 2023.

Obligations under the unfunded defined benefit plan operated by the Sanyu business in Japan were transferred to the Company as of the date of acquisition in the third quarter of fiscal year 2024 .

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4,698 4,221 3,802 ( 4 ) - ( 607 )

Settlement (gain) / loss recognized

- - - ( 22 ) - -

Amortization of prior service cost (benefit)

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$ 104,004 $ 114,166 $ 5,200 $ 5,174

The accumulated benefit obligation for all defined benefit pension plans was $ 191.6 million and $ 199.2 million at June 30, 2025 and 2024 , respectively.

The accumulated benefit obligation for all defined benefit pension plans was $ 180.8 and $ 191.6 million at June 30, 2026 and 2025 , respectively.

The estimated actuarial net loss for the defined benefit pension plans that will be amortized from accumulated ot her comprehensive income into net periodic benefit cost over the next fiscal year is $ 5.1 million.

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Included in the above are the following assumptions relating to the obligations for defined benefit pension plans in the United States at June 30, 2026 ;

a discount rate of 5.60 % and expected return on assets of 6.35 %.

discount rate of 5.8 % and expected return on assets of 6.35 %.

defined benefit pension plans represent the majority of our pension obligations.

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If a participating employer stops contributing to the multiemployer plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

If we choose to stop participating in some of our multiemployer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

If the Company chooses to stop participating in some of its multiemployer plans, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

However, cessation of participation in a multiemployer plan and subsequent payment of any withdrawal liability is subject to the collective bargaining process.

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Industry Segment Information

The company operates in the following five reportable segments organized around the types of products sold.

The Company has aggregated its operating segments into its reportable segments where they contained similar products and economic characteristics, and shared similar types of customers, and production and distribution methods.

The company operates in the following four reportable segments organized around the types of products sold.

Its operating segments contain similar products and economic characteristics, and shared similar types of customers, and production and distribution methods.

The Company has determined that its CEO is its Chief Operating Decision Maker (CODM) who is responsible for assessing performance and allocating resources.

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• Electronics – manufacturing and selling of electronic components for applications throughout the end-user market spectrum;

• Engineering Technologies – provides net and near net formed single-source customized solutions in the manufacture of engineered components for the aviation, aerospace, defense, energy, industrial, medical, marine, oil and gas, and manned and unmanned space markets;

• Scientific – specialty temperature-controlled equipment for the medical, scientific, pharmaceutical, biotech and industrial markets;

• Engraving – provides mold texturizing, slush molding tools, project management and design services, roll engraving, hygiene product tooling, low observation vents for stealth aircraft, and process machinery for a number of industries;

• Specialty Solutions – an aggregation of two operating segments that manufacture and sell refrigerated, heated and dry merchandizing display cases, and single and double acting telescopic and piston rod hydraulic cylinders.

The Procon business was included in the Specialty Solutions Segment through the date of divestiture in the third quarter of fiscal year 2023.

• Aerospace & Defense – provides net and near net formed single-source customized solutions in the manufacture of engineered components for the aviation, aerospace, defense, energy, industrial, medical, marine, oil and gas, and manned and unmanned space markets;

• Scientific – sells specialty temperature-controlled equipment for the medical, scientific, pharmaceutical, biotech and industrial markets;

• Engraving & Hydraulics – provides mold texturing, slush molding tools, project management and design services, roll engraving, hygiene product tooling, low observation vents for stealth aircraft, and process machinery for a number of industries and single and double acting telescopic and piston rod hydraulic cylinders;

Net sales include only transactions with unaffiliated customers and include

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Assets of the Corporate segment consist primarily of cash, office equipment, and other non-current assets.

Given the nature of our corporate expenses, management concluded that it would not presently be appropriate to allocate the expenses associated with corporate activities to our operating segments.

Given the nature of its corporate expenses, the Company concluded that it would not presently be appropriate to allocate the expenses associated with corporate activities to our operating segments.

These corporate expenses include the costs for the corporate headquarters, salaries and wages for the personnel in corporate, professional fees related to corporate matters and compliance efforts, stock-based compensation and post-retirement benefits related to our corporate executives, officers and directors, and other compliance related costs.

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(in thousands)

Engineering Technologies

Specialty Solutions

Aerospace & Defense

Engraving & Hydraulics

Total reportable segments

$ 475,036 $ 135,031 $ 75,748 $ 182,329 $ 868,144 $ 23,453 $ 891,597

3 unchanged sentences

121,339 21,952 18,035 27,404 188,730 4,046 192,776

Gain on sale of business

Restructuring costs

Acquisition related costs

Income (Loss) From Operations

Deal related costs

Income From Operations

Interest expense

Other non-operating (expense) income, net

Other non-operating expense, net

Income from continuing operations before income taxes

(in thousands)

Engineering Technologies

Specialty Solutions

Aerospace & Defense

Engraving & Hydraulics

Total reportable segments

$ 400,130 $ 102,595 $ 72,380 $ 179,303 $ 754,408 $ 35,699 $ 790,107

4 unchanged sentences

Restructuring costs

(Gain) loss on sale of business

Acquisition related costs

Other operating (income) expense, net

Income (Loss) From Operations

Deal related costs

Income From Operations

Interest expense

Other non-operating (expense) income, net

Other non-operating expense, net

Income from continuing operations before income taxes

(in thousands)

Engineering Technologies

Specialty Solutions

Aerospace & Defense

Engraving & Hydraulics

Total reportable segments

$ 321,956 $ 83,476 $ 68,931 $ 206,034 $ 680,397 $ 40,238 $ 720,635

4 unchanged sentences

Restructuring costs

(Gain) loss on sale of business

Acquisition related costs

Other operating (income) expense, net

Income (Loss) From Operations

Gain on sale of business

Deal related costs

Other operating expense

Income From Operations

Interest expense

Other non-operating (expense) income, net

Other non-operating expense, net

Income from continuing operations before income taxes

3 unchanged sentences

$ 8,568 $ 10,062 $ 6,844 $ 22,054 $ 19,936 $ 12,722

Engineering Technologies

Aerospace & Defense

3,349 6,795 1,495 6,189 4,605 3,657

778 780 118 1,246 1,255 1,314

Engraving & Hydraulics

11,806 8,098 9,663 8,619 8,779 9,561

Specialty Solutions

550 1,288 1,405 421 543 493

Corporate and Other

148 4 462 124 320 393

$ 25,199 $ 27,027 $ 19,987 $ 38,653 $ 35,438 $ 28,140

( 1 ) Includes capital expenditures in accounts payable of $ 1.8 million, $ 1.5 million, and $ 0.3 million at June 30, 2025 , 2024 , and 2023 respectively.

Identifiable Assets

$ 913,923 $ 944,506

Engineering Technologies

53,778 36,255 219,754 128,897

Aerospace & Defense

207,202 219,754

108,701 108,402

Specialty Solutions

Engraving & Hydraulics

338,580 264,143

Corporate & Other

17,302 15,820

8 unchanged sentences

EMEA consists primarily of Europe, Middle East and S.

On February 28, 2023 , the Company divested its Procon pumps business (“Procon”) to Investindustrial, a leading European investment and advisory group.

Procon generated approximately $ 21.2 million in revenue in the first eight months of fiscal year 2023 .

Procon, which is reported within the Specialty Solutions Group, was divested in order to focus on the continued simplification of the Company’s portfolio and enable greater focus on managing larger platforms and pursuing growth opportunities.

The Company received $ 67.0 million cash consideration at closing, which was presented as an investing cash flow for fiscal year 2023.

Cash consideration received at closing excluded amounts held in escrow and was net of closing cash.

The Company recorded a pre-tax gain on sale of the business of $ 62.1 million in fiscal year 2023.

The operating unit's goodwill balance of $ 0.2 million was written off as a part of the transaction.

The sale transaction and financial results of Procon were classified as continuing operations in the Consolidated Financial Statements.

During the first quarter of fiscal year 2024 , the Company recorded an additional $ 0.3 million gain on the sale of the business due to cash received in the period related to closing cash adjustments.

During the third quarter of fiscal year 2024, the company received $ 7.5 million of cash held in escrow, which was presented as an investing cash flow in fiscal year 2024 .

On March 5, 2026, the Company closed on the sale of and divested Federal Industries ("Federal"), its display merchandising business to a third party for cash proceeds of $ 68.3 million, net of cash retained and subject to customary adjustments for net working capital, cash and indebtedness.

The divestiture does not represent a strategic shift that has a major effect on the Company’s operations and financial results and its results are included in continuing operations on the Company's Consolidated Statements of Operations.

The net income of the disposal group through the completion date is included in the Company's Consolidated Statements of Operations.

The pre-tax income for Federal was $ 4.0 million, $ 7.3 million and $ 9.3 million for years ended June 30, 2026 , 2025 and 2024 respectively.

The table below summarizes the components of the transaction and the resulting gain on divestiture (in thousands):

Cash received

Current assets

Property, plant and equipment, net and other noncurrent assets

Current liabilities

Net assets sold

Pre-tax gain on divestiture

Income tax expense relating to the gain on divestiture

Gain on divestiture , net of tax

DISCONTINUED OPERATIONS

24 unchanged sentences

June 30, 2025

June 30, 2024

Operating lease cost

1 unchanged sentence

Variable lease cost

1,924 1,274 1,270

Net lease cost

7 unchanged sentences

June 30, 2026

June 30, 2025

June 30, 2024

Weighted average remaining lease term (years)

7.58 8.18 6.59

Weighted average discount rate (percentage)

4.59 % 4.31 % 3.94 %

Other Information

2 unchanged sentences

June 30, 2025

June 30, 2024

Operating cash outflows from operating leases

$ 15,843 $ 12,615 $ 11,204

Redeemable Noncontrolling Interest

The redeemable noncontrolling interest consists of 9.9 % of common stock of Narayan Powertech Private Limited ("Narayan"), a privately-held India-based company.

The Company owned the remaining 90.1 %.

During the year ended June 30, 2026 , Narayan declared and distributed a dividend of $ 2.7 million to the Company and its noncontrolling interests, allocated according to equity ownership.

A re-measurement adjustment of $ 21.0 million was recorded for the year ended June 30, 2026 to record the noncontrolling interest as of June 30, 2026 at its estimated redemption value based on the terms of the Shareholder Agreement with the noncontrolling interest shareholder.

This re-measurement adjustment was recorded as a component of the total net income attributable to redeemable noncontrolling interest financial statement line in the Company’s consolidated statements of operations.

On June 26, 2026, the Company and the Narayan noncontrolling interest holders entered into a Securities Purchase Agreement, pursuant to which the Company agreed to acquire the remaining 9.90 % of the outstanding capital stock of Narayan from the Narayan noncontrolling shareholders for aggregate cash consideration of approximately $ 64.0 million.

The closing of this transaction occurred on July 2, 2026.

As of June 30, 2026 , the difference of $ 17.4 million between the carrying amount of redeemable noncontrolling interest and the aggregate cash consideration is accounted for as an equity transaction and did not impact the income statement.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Standex International Corporation and subsidiaries (the "Company") as of June 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for the each of the three years in the period ended June 30, 2025, and the related notes (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Standex International Corporation and subsidiaries (the "Company") as of June 30, 2026 and 2025, the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and stockholders' equity, and cash flows, for each of the three years in the period ended June 30, 2026, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition – Revenue recognized over time – Refer to note 3 to the financial statements

Critical Audit Matter Description

For products manufactured over time, the transfer of control is measured pro rata, based upon current estimates of costs to complete such contracts.

Revenue is recognized over time under certain long-term contracts within the Aerospace & Defense group for highly customized customer products that have no alternative use and in which the contract specifies the Company has a right to payment for its costs, plus a reasonable margin.

For products manufactured over time, the transfer of control is measured based upon current estimates of costs to complete such contracts.

Losses on contracts are fully recognized in the period in which the losses become determinable.

1 unchanged sentence

We identified revenue recognized over time as a critical audit matter because of the judgments and subjectivity involved in the determination of estimated costs to complete contracts.

This required extensive audit effort and a high degree of auditor judgment when performing audit procedures to audit costs incurred to date and management’s estimates of margin at completion used to recognize revenue over time and evaluating the results of those procedures.

This required extensive audit effort and a high degree of auditor judgment when performing audit procedures to test costs incurred to date and management’s estimates of margin at completion used to recognize revenue over time and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimates of total costs and profit for the performance obligations used to recognize revenue for certain performance obligations accounted for over time included the following, among others:

Our audit procedures related to management’s estimates of total costs and profit used to recognize revenue for certain performance obligations accounted for over time included the following, among others:

We selected a sample of long-term contracts with customers for which the revenue is recognized over time and we performed the following:

evaluated management’s ability to achieve the estimates of total costs and profit at completion by comparing the estimates to management’s work plans, engineering specifications, and supplier contracts, and performing corroborating inquiries with the Company’s operational management;

tested the accuracy and completeness of the costs incurred to date for the performance obligation to supporting documentation;

evaluated management’s ability to achieve the estimates of total costs and profit at completion by comparing the estimates to management’s work plans, and supplier contracts, and performing corroborating inquiries with the Company’s operational management;

tested the accuracy and completeness of the costs incurred to date for the performance obligations to supporting documentation;

tested the mathematical accuracy of management’s calculation of revenue for the contract.

We evaluated management’s ability to estimate total costs and profits accurately by comparing actual costs and profits to management’s historical estimates for performance obligations that have been fulfilled.

We evaluated management’s ability to estimate total costs and profits accurately by comparing actual costs and profit to management’s historical estimates.

We tested the effectiveness of controls for revenue recognized over time, including management’s controls over the estimates of total costs and profit for performance obligations.

Acquisitions – Amran/Narayan Group Customer Relationships Intangible Asset – Refer to note 2 to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of Amran LLC and Narayan Powertech Private Limited collectively the “Amran/Narayan Group”.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including a customer relationships intangible asset of $107 million.

Management estimated the fair value of the customer relationships intangible asset using the multi-period excess earnings method, which is a specific discounted cash flow method.

The fair value determination of the customer relationships intangible asset required management to make significant estimates and assumptions related to future cash flows and the selection of the discount rate.

We identified the customer relationships intangible asset for the Amran/Narayan Group as a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of the asset.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flows and the selection of the discount rate for the customer relationship intangible asset.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future cash flows and the selection of the discount rate for the customer relationships intangible asset included the following, among others:

We assessed the reasonableness of management’s forecasts of future cash flows by comparing the projections to historical results and certain external market information.

With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:

Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation.

Developing a range of independent estimates and comparing those to the discount rate selected by management.

Comparing the weighted average cost of capital utilized to the internal rate of return applied to determine the enterprise value for the business acquired.

We evaluated whether the estimated future cash flows were consistent with evidence obtained in other areas of the audit.

We tested the effectiveness of controls over the valuation of the customer relationships intangible asset, including management’s controls over forecasts of future cash flows and selection of the discount rate.

/s/ Deloitte & Touche LLP

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data