Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
The management of the Company including its Chief Executive Officer, and Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2026 , that the disclosure controls and procedures are effective in ensuring that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and (ii) that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.
There were no changes in the Company’s internal control over financial reporting identified in connection with management’s evaluation that occurred during the fourth quarter of our fiscal year ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
The management of Standex is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 240.13a-15(f) of the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management, including the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this report on Form 10-K. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework (2013).” These criteria are in the areas of control environment, risk assessment, control activities, information and communication and monitoring. Management’s assessment included documenting, evaluating and testing the design and operating effectiveness of our internal control over financial reporting.
Based on the Company’s processes, as described above, management, including the Chief Executive Officer and the Chief Financial Officer, has concluded that our internal control over financial reporting was effective as of June 30, 2026 to provide reasonable assurance of achieving its objectives. These results were reviewed with the Audit Committee of the Board of Directors. Deloitte & Touche, LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an unqualified attestation report on the Company’s internal control over financial reporting, which is included below.
Inherent Limitation on Effectiveness of Controls
No matter how well designed, internal control over financial reporting has inherent limitations. Internal control over financial reporting determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and may not prevent or detect all misstatements that might be due to error or fraud. In addition, a design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Standex International Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Standex International Corporation and subsidiaries (the “Company”) as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2026, of the Company and our report dated August 13, 2026 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
August 13, 2026
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Item 9B. Other Information
None of our directors or executive officers adopted or terminated a Rule 10b5 - 1 trading arrangement or adopted or terminated a non-Rule 10b5 - 1 trading arrangement (as defined in Item 408 (c) of Regulation S-K) during the quarter ended June 30, 2026 .
We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and the listing standards of the New York Stock Exchange. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10‑K.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The Company will file with the Securities and Exchange Commission (“SEC”) a definitive Proxy Statement no later than 120 days after the close of the fiscal year ended June 30, 2026 (the “Proxy Statement”). The information required by this item and not provided in Part 1 of this report under Item 1 “Executive Officers of Standex” is incorporated by reference from the Proxy Statement under the captions “Election of Directors,” “Stock Ownership in the Company,” “Other Information Concerning the Company, Board of Directors and its Committees” and “Section 16 (a) Beneficial Ownership Reporting Compliance.”
There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors. Information regarding the process for identifying and evaluating candidates for director are set forth and incorporated in reference to the information in the Proxy Statement under the caption “Corporate Governance/Nominating Committee Report.”
Information regarding the Audit Committee Financial Expert and the identification of the Audit Committee is incorporated by reference to the information in the Proxy Statement under the caption “Other Information Concerning the Company, Board of Directors and its Committees, Audit Committee.” The Audit Committee is established in accordance with Section 3 (a)( 58 )(A) of the Securities Exchange Act.
We maintain a corporate governance section on our website, which includes our code of ethics for senior financial management that applies to our chief executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. Our corporate governance section also includes our code of business conduct and ethics for all employees. In addition, we will promptly post any amendments to or waivers of the code of ethics for senior financial management on our website. You can find this and other corporate governance information at www.standex.com.
Item 11. Executive Compensation
Information regarding executive compensation is incorporated by reference from the Proxy Statement under the captions and sub-captions: “Executive Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “ 2026 Summary Compensation Table,” “Other Information Concerning the Company, Board of Directors and Its Committees,” and “Directors Compensation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The stock ownership of each person known to Standex to be the beneficial owner of more than 5% of its Common Stock is incorporated by reference in the Proxy Statement under the caption “Stock Ownership of Certain Beneficial Owners.” The beneficial ownership of Standex Common Stock of all directors and executive officers of the Company is incorporated by reference in the Proxy Statement under the caption and sub-caption “Stock Ownership in the Company” and “Stock Ownership by Directors, Nominees for Director and Executive Officers,” respectively.
The Equity Compensation Plan table below represents information regarding the Company’s equity-based compensation plan at June 30, 2026 .
(A)
(B)
(C)
Number of Securities To
Weighted-Average
Number of Securities Remaining
Be Issued Upon Exercise
Exercise Price Of
Available for Future Issuance Under
Of Outstanding Options,
Outstanding Options,
Equity Compensation Plans (Excluding
Plan Category
Warrants and Rights
Warrants and Rights
Securities reflected in Column (A))
2018 Omnibus Equity compensation plan approved by stockholders
349,571
$
1.86
168,537
Total
349,571
$
1.86
168,537
The Company has one equity compensation plan, approved by stockholders, under which equity securities of the Company have been authorized for issuance to employees and non-employee directors. During fiscal year 2022, shareholders approved an amendment to and restatement of the 2018 Omnibus Equity compensation plan. The change increased the number of shares authorized for grants under the 2018 Omnibus Equity compensation plan by 400,000 to 900,000 shares of our common stock.
This plan is further described in the “Notes to Consolidated Financial Statements” under the heading “Stock-Based Compensation and Purchase Plans.”
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Item 13. Certain Relationships and Related Transactions and Director Independence
Information regarding certain relationships and related transactions is incorporated by reference in the Proxy Statement under the caption and sub-caption “Certain Relationships and Related Transactions” And “Stock Ownership by Directors, Nominees for Director and Executive Officers,” respectively.
Information regarding director independence is incorporated by reference in the Proxy Statement under the caption “Election of Directors - Determination of Independence.”
Item 14. Principal Accountant Fees and Services
This Information in addition to information regarding aggregate fees billed for each of the last two fiscal years for professional services rendered by the professional accountant for audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-K as well as others are incorporated by reference in the Proxy Statement under the caption “Independent Auditors’ Fees.”
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements
Financial Statements covered by the Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
(A)
Consolidated Statements of Operations for the fiscal years ended June 30, 2026 , 2025 and 2024
(B)
Consolidated Balance Sheets as of June 30, 2026 and 2025
(C)
Comprehensive Income for the fiscal years ended June 30, 2026 , 2025 and 2024
(D)
Consolidated Statements of Redeemable Noncontrolling interest and Stockholders’ Equity for the fiscal years ended June 30, 2026 , 2025 and 2024
(E)
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2026 , 2025 and 2024
(F)
Notes to Consolidated Financial Statements
2.
Financial Statements Schedule
The following financial statement schedule is included as required by Item 8 to this report on Form 10-K
Schedule II – Valuation and Qualifying Accounts is included in the Notes to Consolidated Financial Statements
All other schedules are not required and have been omitted
3.
Exhibits
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Incorporated
Exhibit
by Reference
Filed
Number
Exhibit Description
Form
Date
Herewith
3.
(i)
Restated Certificate of Incorporation of Standex, dated October 27, 1998
10-Q
12/31/1998
(ii)
By-Laws of Standex, as amended, and restated effective October 22, 2024, filed as Exhibit 3.1
8-K
10/28/24
10.
(a)
Employment Agreement dated January, 20, 2014 between the Company and David Dunbar*
10-K
6/30/2016
(b )
Standex International Corporation Supplemental Retirement Plan adopted April 26, 1995 and Amended on July 26, 1995 filed as Exhibit 10(n).*
10-K
6/30/1995
(c )
Form of Indemnification Agreement for directors and executive officers of the Company.*
8-K
5/5/2008
(d)
2018 Omnibus Incentive Plan, as Amended and Restated*
14-A
9/06/2024
(e )
Standex Deferred Compensation Plan for highly compensated employees filed as Item 5.02.*
8-K
1/31/2008
(f)
Third Amended and Restated Credit Agreement Dated February 2, 2023 by and among Standex International Corporation, Citizens Bank, N.A.; Bank of America N.A.; TD Bank, N.A., JPMorgan Chase Bank, N.A.; and Truist Bank
10-Q
2/03/2023
(g)
Form of Performance Share Unit Award Agreement under the Amended and Restated 2018 Omnibus Incentive Plan
10-K
8/02/2024
(h)
Form of Stock Grant Award Agreement under the Amended and Restated 2018 Omnibus Incentive Plan
10-K
8/02/2024
(i)
Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2018 Omnibus Incentive Plan
10-K
8/02/2024
(j)
Securities Purchase Agreement dated as of October 28, 2024, by and among the Owners listed therein, Bolt Founders, Inc., Amran LLC, Seller Representative (as defined therein) and Standex International Corporation
8-K
10/31/2024
(k)
Securities Purchase Agreement dated as of October 28, 2024, by and among Narayan Powertech Private Limited, the persons listed in Exhibit D thereto, Mold-Tech Singapore Pte. Ltd. and Standex International Corporation
8-K
10/31/2024
(l)
Shareholders’ Agreement dated as of October 28, 2024 by and amongst Narayan Powertech Private Limited, and Mold-Tech Singapore Pte. Ltd., and Standex International Corporation and the Minority Shareholders listed therein
8-K
10/31/2024
(m)
Second Amendment to Third Amended and Restated Credit Agreement dated as of December 6, 2024 by and among Standex International Corporation, Citizens Bank, N.A., a national banking association, as Administrative Agent and Lender, and the other Lenders party thereto
8-K
12/12/2024
(n)
Securities Purchase Agreement, dated as of June 26, 2026, by and among Standex International Corporation, Mold-Tech Singapore PTE LTD and the Narayan Minority Shareholders named therein.
8-K
7/02/2026
14.
Code of Ethics for Chief Executive Officer and Senior Financial Officers is incorporated by reference as Exhibit 14.
10-K
6/30/2004
19.
Insider trading policy
X
21.
Subsidiaries of Standex International Corporation
X
23.
Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP
X
24.
Powers of Attorney of Charles H. Cannon, Thomas E. Chorman, Robin J Davenport, Jeffrey S. Edwards, B. Joanne Edwards, Michael A. Hick ey, and Andy L. Nemeth
X
31.1
Rule 13a-14(a) Certification of President and Chief Executive Officer
X
31.2
Rule 13a-14(a) Certification of Vice President and Chief Financial Officer
X
32.
Section 1350 Certification
X
97.1
Compensation Clawback Policy
10-K/A
12/31/2025
101.
The following materials from this Annual Report on Form 10-K, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Redeemable Noncontrolling interest and Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements
X
104.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
X
* Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Standex International Corporation has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on August 13, 2026
STANDEX INTERNATIONAL CORPORATION
(Registrant)
/s/ DAVID DUNBAR
David Dunbar
President/Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Standex International Corporation and in the capacities indicated on :
Signature
Title
/s/ DAVID DUNBAR
President/Chief Executive Officer
David Dunbar
/s/ ADEMIR SARCEVIC
Vice President/Chief Financial Officer and Treasurer
Ademir Sarcevic
/s/ DANIELLE RANGEL
Vice President/Chief Accounting Officer
Danielle Rangel
David Dunbar, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 13, 2026 ,
as attorney-in-fact for the following directors of the Registrant:
Charles H. Cannon
Jeffrey S. Edwards
Thomas E. Chorman
Michael A. Hickey
Robin J. Davenport
Andy L. Nemeth
B. Joanne Edwards
/s/ DAVID DUNBAR
David Dunbar
Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act.
The Company will furnish its 2026 Proxy Statement and proxy materials to security holders subsequent to the filing of the annual report on this Form. Copies of such material shall be furnished to the Commission when they are sent to security holders.
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INDEX TO EXHIBITS
19
Insider trading policy
21
Subsidiaries of Standex
23
Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP
24
Powers of Attorney of Charles H. Cannon, Thomas E. Chorman, Robin J. Davenport, B. Joanne Edwards, Jeffrey S. Edwards, Thomas J. Hansen, Michael A. Hickey, and Andy L. Nemeth
31.1
Rule 13a-14(a) Certification of President and Chief Executive Officer
31.2
Rule 13a-14(a) Certification of Vice President and Chief Financial Officer
32
Section 1350 Certification
END OF FORM 10-K
SUPPLEMENTAL INFORMATION FOLLOWS
Board of Directors
Title
Charles H. Cannon, Jr., 1, 3
Retired Executive Chairman and CEO, JBT Corporation
Thomas E. Chorman 1, 3, 4
CEO, Solar LED Innovations, LLC
Robin J. Davenport 1, 2
Retired Vice President-Corporate Finance, Parker-Hannifin Corporation
David Dunbar
President and Chief Executive Officer; Chairman of the Board
Jeffrey S Edwards 2, 3
Chairman and Chief Executive Officer, Cooper Standard Holdings, Inc.
B. Joanne Edwards 3, 4
Retired Senior Vice President & General Manager, Residential & Wiring Device Business, Eaton Corporation
Michael A. Hickey 2, 4,5
Retired Executive Vice President and President of the Global Institutional Business, Ecolab Inc.
Andy L. Nemeth 1, 2
Chairman, President & Chief Executive Officer of Patrick Industries, Inc.
________________________
1 Member of Audit Committee
2 Member of Compensation Co mmittee
3 Member of Corporate Governance/Nominating Committee
4 Member of Innovation & Technology Committee
5 Lead Independent Director
Corporate Officers
David Dunbar
President and Chief Executive Officer
Ademir Sarcevic
Vice President, Chief Financial Officer and Treasurer
Alan J. Glass
Vice President, Chief Legal Officer and Secretary
Danielle Rangel
Vice President, Chief Accounting Officer
Timo Goodloe
Vice President, Global Tax
Michelle Newbury
Vice President, Chief Human Resources Officer
Max Arets
Vice President, Chief Information Officer
Vineet Kshirsagar
Vice President, Chief Strategy Officer
Esther Zolotova
Corporate Governance Officer & Assistant Secretary
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Shareholder Information
Corporate Headquarters
Standex International Corporation
23 Keewaydin Drive, Suite 300
Salem, NH 03079
(603) 893-9701
Facsimile: (603) 893-7324
www.standex.com
Common Stock
Listed on the New York Stock Exchange
(Ticker symbol: SXI)
Transfer Agent and Registrar
Computershare
150 Royall Street
Canton, MA 02021
(800) 368-5948
www.Computershare.com
Independent Auditors
Deloitte & Touche LLP
115 Federal Street
Boston, MA 02120
Shareholder Services
Stockholders should contact Standex’s Transfer Agent (Computershare, 150 Royall Street, Canton, MA 02021) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts.
Stockholders’ Meeting
The Annual Meeting of Stockholders will be held at 9:00 a.m. on Tuesday, October 20, 2026 at Standex International Corporation’s Corporate Headquarters, 23 Keewaydin Drive 3 rd Floor, Salem, NH 03079