Standex Amends 10-K to Include Mandated Clawback Policy
Ticker: SXI · Form: 10-K/A · Filed: Dec 31, 2025 · CIK: 310354
Sentiment: neutral
Topics: SEC Filing, 10-K/A, Corporate Governance, Clawback Policy, Regulatory Compliance, Amendment, Executive Compensation
Related Tickers: SXI
TL;DR
**SXI's 10-K/A is a non-event, just a technical fix for a missing clawback policy; no financial impact, move along.**
AI Summary
STANDEX INTERNATIONAL CORP/DE/ (SXI) filed a 10-K/A Amendment No. 2 on December 31, 2025, solely to include its SEC-mandated Compensation Clawback Policy, which was inadvertently omitted from the original August 4, 2025 10-K filing. This amendment does not update any other financial or operational data from the fiscal year ended June 30, 2025. The Compensation Clawback Policy was originally adopted on August 15, 2023, and has been publicly available on the company's website. The company's common stock, with a par value of $1.50 per share, trades on the New York Stock Exchange under the symbol SXI. As of December 31, 2024, the aggregate market value of non-affiliate common equity was approximately $2,222,611,330, with a closing price of $186.99 per share. On July 31, 2025, there were 12,068,262 shares of common stock outstanding. The filing confirms the company is a large accelerated filer and has filed all required reports.
Why It Matters
This amendment is a technical correction, ensuring STANDEX INTERNATIONAL CORP/DE/ (SXI) complies with SEC regulations regarding executive compensation disclosure. For investors, it reinforces transparency and adherence to governance standards, particularly concerning the recovery of incentive-based compensation. While not impacting the company's financial performance or competitive position directly, it signals a commitment to regulatory compliance, which can be a positive long-term indicator for corporate governance. Employees and customers are unlikely to see any direct real-world impact from this specific filing.
Risk Assessment
Risk Level: low — The risk level is low because this 10-K/A is solely for the purpose of adding a previously adopted Compensation Clawback Policy, which was inadvertently excluded from the original filing. It explicitly states, "This Amendment No. 2 does not update or amend any other items in the 2025 Form 10-K." This indicates no new financial or operational risks are being disclosed.
Analyst Insight
Investors should view this filing as a routine regulatory update with no material impact on STANDEX INTERNATIONAL CORP/DE/'s financial health or operational outlook. No immediate action is required based on this specific amendment, but it serves as a reminder to monitor the company's full 10-K for comprehensive financial and risk information.
Key Numbers
- $2.22B — Aggregate market value of non-affiliate common equity (Reported on December 31, 2024, reflecting the company's market capitalization for non-insider holdings.)
- $186.99 — Common Stock closing price (Reported on December 31, 2024, indicating the per-share value at year-end.)
- 12.07M — Shares of Common Stock outstanding (As of July 31, 2025, representing the total number of shares available.)
- $1.50 — Common Stock Par Value (Per share, a statutory value for the company's common stock.)
Key Players & Entities
- STANDEX INTERNATIONAL CORPORATION (company) — Registrant filing the 10-K/A
- SEC (regulator) — Securities and Exchange Commission, requiring the filing
- Ademir Sarcevic (person) — Vice President/Chief Financial Officer of Standex International Corporation
- Deloitte & Touche LLP (company) — Auditor firm
- $2,222,611,330 (dollar_amount) — Aggregate market value of non-affiliate common equity on December 31, 2024
- $186.99 (dollar_amount) — Closing price per share on December 31, 2024
- 12,068,262 (dollar_amount) — Number of shares of Common Stock outstanding on July 31, 2025
- $1.50 (dollar_amount) — Par Value Per Share of Common Stock
FAQ
Why did Standex International Corporation file a 10-K/A on December 31, 2025?
Standex International Corporation filed this 10-K/A (Amendment No. 2) solely to include its SEC-mandated Compensation Clawback Policy, which was inadvertently excluded from its original Annual Report on Form 10-K filed on August 4, 2025.
What is the Compensation Clawback Policy mentioned in Standex's 10-K/A?
The Compensation Clawback Policy is an SEC-mandated exhibit that allows the company to recover incentive-based compensation from executives under certain circumstances, such as restatements of financial results. Standex's policy was adopted on August 15, 2023.
Does this 10-K/A from Standex International Corporation update any financial figures?
No, this Amendment No. 2 explicitly states that it "does not update or amend any other items in the 2025 Form 10-K in any way other than as described in the preceding paragraph." Therefore, no financial figures from the fiscal year ended June 30, 2025, have been updated.
What was the market value of Standex International Corporation's non-affiliate common equity?
As of the close of business on December 31, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates of Standex International Corporation was approximately $2,222,611,330.
How many shares of common stock did Standex International Corporation have outstanding?
On July 31, 2025, Standex International Corporation had 12,068,262 shares of its Common Stock outstanding.
What is the trading symbol and exchange for Standex International Corporation's common stock?
Standex International Corporation's Common Stock, with a par value of $1.50 per share, trades under the symbol SXI on the New York Stock Exchange.
Who signed the 10-K/A filing for Standex International Corporation?
The 10-K/A filing for Standex International Corporation was signed by Ademir Sarcevic, who holds the position of Vice President/Chief Financial Officer.
Is Standex International Corporation considered a well-known seasoned issuer?
The filing indicates 'No' when asked if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
What is the significance of a company filing a 10-K/A for a missing exhibit?
Filing a 10-K/A for a missing exhibit, like a Compensation Clawback Policy, is typically a technical correction to ensure full compliance with SEC disclosure requirements. It demonstrates the company's commitment to regulatory adherence, even if the underlying policy was already in effect and publicly available.
When was Standex International Corporation's Compensation Clawback Policy originally adopted?
Standex International Corporation's Compensation Clawback Policy was originally adopted on August 15, 2023, and has been publicly available under the 'Investors' section of the Company's website prior to this amendment.
Industry Context
Standex International Corporation operates in diverse industrial markets, including engineering technologies, specialty solutions, and food service equipment. The company competes within these segments against a range of players, from large conglomerates to specialized niche providers. Trends such as supply chain resilience, automation, and sustainability are increasingly influencing product development and operational strategies across these industries.
Regulatory Implications
The primary regulatory implication of this filing is Standex's adherence to SEC disclosure requirements, specifically regarding the Compensation Clawback Policy. By filing the amendment, the company demonstrates compliance with rules mandating the inclusion of such policies in annual reports. Failure to do so could have resulted in continued non-compliance and potential scrutiny.
What Investors Should Do
- Review the Compensation Clawback Policy.
- Note the filing date of the amendment.
- Confirm continued large accelerated filer status.
Key Dates
- 2023-08-15: Adoption of Compensation Clawback Policy — This policy is now a formal part of the company's governance, outlining procedures for recovering incentive compensation under specific circumstances.
- 2025-07-31: Shares of Common Stock outstanding reported — Provides the total number of shares available as of this date, crucial for per-share calculations and market capitalization.
- 2025-08-04: Original 10-K filing for fiscal year ended June 30, 2025 — The initial annual report filing, which inadvertently omitted the Compensation Clawback Policy.
- 2025-12-29: Compensation Clawback Policy filed as Exhibit 97 — This is the date the policy was officially filed with the SEC as part of the amendment.
- 2025-12-31: 10-K/A Amendment No. 2 filed — This amendment specifically addresses the omission of the Compensation Clawback Policy, ensuring regulatory compliance.
- 2025-12-31: Aggregate market value of non-affiliate common equity reported — Indicates the market's valuation of the company's publicly traded shares as of this date.
Glossary
- 10-K/A
- An amended annual report filed with the SEC to correct or supplement information in a previously filed 10-K. (This filing is an amendment to Standex's annual report, specifically to add a missing exhibit.)
- Compensation Clawback Policy
- A policy that allows a company to recover incentive-based compensation previously awarded to executive officers if certain conditions are met, such as financial restatements due to misconduct. (This policy is the sole reason for the 10-K/A filing and is a key governance document.)
- Large Accelerated Filer
- A classification for public companies that meet specific size and reporting requirements, allowing them certain filing accommodations. (Confirms Standex meets the criteria for this filer status, indicating a certain level of financial maturity and reporting.)
- Sarbanes-Oxley Act of 2002 (SOX)
- A federal law that mandates certain practices in financial record keeping and reporting for public companies. (The certifications from the CEO and CFO (Exhibits 31.1 and 31.2) are required under SOX, demonstrating compliance with its provisions.)
- Par Value
- A nominal value assigned to a share of stock by the company's charter, often a very small amount, with no relation to market value. (The $1.50 par value is a statutory requirement for Standex's common stock.)
Year-Over-Year Comparison
This 10-K/A filing is an amendment to the original 10-K filed on August 4, 2025, and does not contain updated financial or operational data for the fiscal year ended June 30, 2025. The sole purpose of this amendment is to include the Compensation Clawback Policy, which was inadvertently omitted from the initial filing. Therefore, a comparison of key financial metrics like revenue, net income, or margins against the prior year is not possible based on this specific amendment. The filing does confirm the company's status as a large accelerated filer and includes standard CEO/CFO certifications.
Filing Stats: 1,136 words · 5 min read · ~4 pages · Grade level 13.6 · Accepted 2025-12-31 12:45:44
Key Financial Figures
- $1.50 — ch Registered Common Stock, Par Value $1.50 Per Share SXI New York Stock Exchan
- $186.99 — tock Exchange for December 31, 2024 was $186.99 per share. The number of shares of Reg
Filing Documents
- sxi20251110c_10ka.htm (10-K/A) — 51KB
- ex_902364.htm (EX-31.1) — 4KB
- ex_902365.htm (EX-31.2) — 4KB
- 0001437749-25-039046.txt ( ) — 259KB
- sxi-20250630.xsd (EX-101.SCH) — 5KB
- sxi-20250630_def.xml (EX-101.DEF) — 16KB
- sxi-20250630_lab.xml (EX-101.LAB) — 33KB
- sxi-20250630_pre.xml (EX-101.PRE) — 17KB
- sxi20251110c_10ka_htm.xml (XML) — 5KB
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following exhibits are hereby added to the Exhibit List as part of this Amendment No. 2 to the Company's Annual Report on Form 10-K: Exhibit 97 – Compensation Clawback Policy INDEX TO EXHIBITS Incorporated Exhibit by Reference Filed Number Exhibit Description Form Date Herewith 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 97. Compensation Clawback Policy 10-K/A 12/29/25 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 Amendment No. 2 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on December 31, 2025. STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ ADEMIR SARCEVIC Ademir Sarcevic Vice President/Chief Financial Officer Deloitte & Touche LLP 115 Federal Street, Winthrop Center Boston, MA 02210-1894 USA Auditor Firm Id: 34 END OF FORM 10-K/A