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55UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-07233

STANDEX INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

31-0596149

(State of incorporation)

(IRS Employer Identification No.)

23 Keewaydin drive, Salem, New Hampshire	03079
(Address of principal executive offices)	(Zip Code)

(603) 893-9701

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $1.50 Per Share	SXI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant's Common Stock outstanding on October 28, 2025 was 12,116,999.

STANDEX INTERNATIONAL CORPORATION

INDEX

		Page No.
PART I. FINANCIAL INFORMATION:

Item 1.

	Condensed Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025 (unaudited)	3

	Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024 (unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income for the three months ended September 30, 2025 and 2024 (unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2025 and 2024 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited)	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34

Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION:

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

PART I. FINANCIAL INFORMATION

ITEM 1

STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)	*September 30, 2025*			*June 30, 2025*
ASSETS
Current assets:
Cash and cash equivalents	$	98,653		$	104,542
Accounts receivable, less allowance for credit losses of $3,807 and $3,985 at September 30, 2025 and June 30, 2025, respectively		166,668			172,702
Inventories		135,777			129,994
Contract assets		64,237			59,228
Prepaid expenses and other current assets		22,238			14,413
Total current assets		487,573			480,879

Property, plant, and equipment, net		159,596			160,364
Intangible assets, net		218,164			225,757
Goodwill		599,923			610,338
Deferred tax asset		11,522			11,971
Operating lease right-of-use asset		46,950			47,998
Other non-current assets		31,136			29,573
Total non-current assets		1,067,291			1,086,001

Total assets	$	1,554,864		$	1,566,880

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	87,704		$	88,001
Accrued liabilities		66,654			63,204
Income taxes payable		15,339			15,770
Total current liabilities		169,697			166,975

Long-term debt		544,623			552,515
Operating lease long-term liabilities		38,399			40,057
Accrued pension and other non-current liabilities		67,337			67,743
Total non-current liabilities		650,359			660,315

Contingencies (Note 15)

Redeemable noncontrolling interest		27,149			27,913

Stockholders' equity:
Common stock, par value $1.50 per share, 60,000,000 shares authorized, 27,984,278 shares issued, 12,033,324 and 11,992,116 shares outstanding at September 30, 2025 and June 30, 2025		41,976			41,976
Additional paid-in capital		137,415			136,082
Retained earnings		1,138,071			1,126,851
Accumulated other comprehensive loss		(179,185	)		(164,765	)
Treasury shares: 15,950,954 and 15,992,162 shares at September 30, 2025 and June 30, 2025		(430,618	)		(428,467	)
Total stockholders' equity		707,659			711,677

Total liabilities and stockholders' equity	$	1,554,864		$	1,566,880

See notes to unaudited condensed consolidated financial statements

STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

	*Three Months Ended September 30,*
(In thousands, except per share data)	*2025*			*2024*
Net sales	$	217,431		$	170,464
Cost of sales		126,998			100,391
Gross profit		90,433			70,073

Selling, general, and administrative expenses		54,369			43,048
Restructuring costs		5,997			1,086
Acquisition related costs		433			1,840
Total operating expenses		60,799			45,974
Income from operations		29,634			24,099

Interest expense		8,912			977
Other non-operating expense, net		(265	)		(28	)
Income from continuing operations before income taxes		20,987			23,150
Provision for income taxes		5,165			4,962
Income from continuing operations		15,822			18,188

(Loss) Income from discontinued operations, net of tax		(27	)		9

Net income		15,795			18,197
Less: net income attributable to redeemable noncontrolling interest		739			-
Net income attributable to Standex International Corporation	$	15,056		$	18,197

Basic earnings per share attributable to Standex International Corporation shareholders:
Continuing operations	$	1.26		$	1.54
Discontinued operations		-			-
Total	$	1.26		$	1.54

Diluted earnings per share attributable to Standex International Corporation shareholders:
Continuing operations	$	1.25		$	1.53
Discontinued operations		-			-
Total	$	1.25		$	1.53

Weighted average number of shares:
Basic		12,013			11,787
Diluted		12,047			11,904

See notes to unaudited condensed consolidated financial statements

STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

	*Three Months Ended September 30,*
(In thousands)	*2025*			*2024*
Net income	$	15,795		$	18,197
Other comprehensive income (loss):
Defined benefit pension plans:
Actuarial gains (losses) and other changes in unrecognized costs, net of tax		79			(218	)
Amortization of unrecognized costs, net of tax		897			799
Derivative instruments:
Change in unrealized gains (losses), net of tax		(783	)		(290	)
Amortization of unrealized gains (losses) into interest expense, net of tax		(118	)		(1,284	)
Foreign currency translation gains (losses), net of tax		(15,273	)		23,010
Other comprehensive income (loss)		(15,198	)		22,017

Total comprehensive income (loss)		597			40,214
Less: comprehensive income (loss) attributable to redeemable noncontrolling interest		(39	)		-
Total comprehensive income (loss) attributable to Standex International Corporation	$	636		$	40,214

See notes to unaudited condensed consolidated financial statements

STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Stockholders' Equity


For the three month period ended	*Redeemable*					*Additional*						*Accumulated Other*									*Total*
September 30, 2025	*Noncontrolling*			*Common*		*Paid-in*			*Retained*			*Comprehensive*			*Treasury Stock*						*Stockholders'*
(in thousands, except as specified)	*Interest*			*Stock*		*Capital*			*Earnings*			*Income (Loss)*			*Shares*			*Amount*			*Equity*
Balance, June 30, 2025	$	27,913		$	41,976	$	136,082		$	1,126,851		$	(164,765	)		15,992		$	(428,467	)	$	711,677
Stock issued under incentive compensation plans and employee purchase plans		-			-		(441	)		-			-			(59	)		1,581			1,140
Stock-based compensation		-			-		1,774			-			-			-			-			1,774
Treasury stock acquired		-			-		-			-			-			18			(3,732	)		(3,732	)
Comprehensive income:		-			-		-			-			-			-			-			-
Net income		739			-		-			15,056			-			-			-			15,056
Foreign currency translation adjustment		(778	)		-		-			-			(14,495	)		-			-			(14,495	)
Pension, net of tax of $0.3 million		-			-		-			-			976			-			-			976
Change in fair value of derivatives, net of tax of $0.2 million		-			-		-			-			(901	)		-			-			(901	)
Distributions to non-controlling interests		(725	)		-		-			-			-			-			-			-
Dividends declared ($0.32 per share)		-			-		-			(3,836	)		-			-			-			(3,836	)
Balance, September 30, 2025	$	27,149		$	41,976	$	137,415		$	1,138,071		$	(179,185	)		15,951		$	(430,618	)	$	707,659


For the three month period ended September 30, 2024	*Redeemable*				*Additional*						*Accumulated Other*									*Total*
	*Noncontrolling*		*Common*		*Paid-in*			*Retained*			*Comprehensive*			*Treasury Stock*						*Stockholders'*
(in thousands, except as specified)	*Interest*		*Stock*		*Capital*			*Earnings*			*Income (Loss)*			*Shares*			*Amount*			*Equity*
Balance, June 30, 2024	$	-	$	41,976	$	106,193		$	1,086,277		$	(182,956	)		16,222		$	(429,987	)	$	621,503
Stock issued under incentive compensation plans and employee purchase plans		-		-		(378	)		-			-			(76	)		2,015			1,637
Stock-based compensation		-		-		2,568			-			-			-			-			2,568
Treasury stock acquired		-		-								-			25			(4,351	)		(4,351	)
Comprehensive income:						-			-
Net income		-		-		-			18,197			-			-			-			18,197
Foreign currency translation adjustment		-		-		-			-			23,010			-			-			23,010
Pension, net of tax of $0.2 million		-		-		-			-			581			-			-			581
Change in fair value of derivatives, net of tax of $0.5 million		-		-		-			-			(1,574	)		-			-			(1,574	)
Dividends declared ($0.30 per share)		-		-		-			(3,550	)		-			-			-			(3,550	)
Balance, September 30, 2024	$	-	$	41,976	$	108,383		$	1,100,924		$	(160,939	)		16,171		$	(432,323	)	$	658,021

See notes to unaudited condensed consolidated financial statements

STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

	*Three Months Ended September 30,*
(In thousands)	*2025*			*2024*
Cash flows from operating activities
Net income	$	15,795		$	18,197
Income (loss) from discontinued operations		(27	)		9
Income from continuing operations		15,822			18,188
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		9,817			7,061
Stock-based compensation		1,774			2,568
Non-cash portion of restructuring charge		149			(143	)
Contributions to defined benefit plans		(1,285	)		(3,379	)
Changes in operating assets and liabilities, net		(9,469	)		(6,748	)
Net cash provided by operating activities - continuing operations		16,808			17,547
Net cash provided by operating activities - discontinued operations		18			26
Net cash provided by operating activities		16,826			17,573
Cash flows from investing activities
Expenditures for property, plant, and equipment		(6,420	)		(6,725	)
Other investing activity		59			411
Net cash used in investing activities		(6,361	)		(6,314	)
Cash flows from financing activities
Payments of debt		(8,000	)		-
Contingent consideration payment		(330	)		-
Activity under share-based payment plans		1,140			1,637
Purchases of treasury stock and other		(3,742	)		(4,382	)
Distributions to non-controlling interests		(725	)		-
Cash dividends paid		(3,836	)		(3,528	)
Net cash used in financing activities		(15,493	)		(6,273	)
Effect of exchange rate changes on cash and cash equivalents		(861	)		5,395
Net change in cash and cash equivalents		(5,889	)		10,381
Cash and cash equivalents at beginning of year		104,542			154,203
Cash and cash equivalents at end of period	$	98,653		$	164,584

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	8,727		$	895
Income taxes, net of refunds	$	5,719		$	5,479

See notes to unaudited condensed consolidated financial statements

STANDEX INTERNATIONAL CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

1) Management Statement

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. 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”). 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.

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. We evaluated subsequent events through the date and time our consolidated financial statements were issued.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the results of operations for the three months ended September 30, 2025 and 2024, the cash flows for the three months ended September 30, 2025 and 2024 and the financial position of Standex International Corporation (“Standex”, the “Company”, “we”, “us”, or “our”), at September 30, 2025. The interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements and notes do not contain information which would substantially duplicate the disclosures contained in the audited annual consolidated financial statements and notes for the year ended June 30, 2025. The condensed consolidated balance sheet at June 30, 2025 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The financial statements contained herein should be read in conjunction with the Annual Report on Form 10-K and in particular the audited consolidated financial statements for the year ended June 30, 2025. Unless otherwise noted, references to years are to the Company’s fiscal years. Currently the fiscal year end is June 30. For further clarity, the Company's fiscal year 2026 includes the twelve-month period from July 1, 2025 to June 30, 2026.

The preparation of consolidated financial statements in conformity with GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. Estimates are based on historical experience, actuarial estimates, current conditions and various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when they are not readily apparent from other sources. These estimates assist in the identification and assessment of the accounting treatment necessary with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. The estimates and assumptions used in the preparation of the consolidated financial statements have considered the implications on the Company as a result of ongoing global events and related economic impacts. As a result, there is heightened volatility and uncertainty around tariff actions, supply chain performance, labor availability, and customer demand. However, the magnitude of such impact on the Company’s business and its duration is uncertain. The Company is not aware of any specific event or circumstance that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of September 30, 2025 and the issuance date of the quarterly report on Form 10-Q.

Research and development expenditures are expensed as incurred. Total research and development costs, which are classified under selling, general, and administrative expenses were $6.2 million and $4.8 million for the three months ended September 30, 2025 and 2024, respectively.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts 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 unaudited condensed consolidated financial statements or disclosures.

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. Based on the Company's current analysis, the Company does not expect these changes to have a material impact on the Company's 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. 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.

In July 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 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 were effective for Standex beginning June 1, 2025. Based on the Company's current analysis of the provisions, the Company does not expect these tax law changes to have a material impact on the Company's financial statements. The Company will continue to evaluate the impact of these provisions throughout the remainder of the year.

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 our consolidated financial statements.

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 our consolidated financial statements.

2) Acquisitions

McStarlite

On February 5, 2025, the Company acquired 100% of the issued and outstanding shares of Basmat Inc., dba McStarlite, a privately held company, for $57.0 million, net of cash acquired. McStarlite is a leading provider of complex sheet metal aerospace components. 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.

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 McStarlite's technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $24.5 million consist primarily of $19.7 million for customer relationships to be amortized over 12 years and $4.8 million for indefinite lived tradenames. The goodwill of $16.2 million created by the transaction is not deductible for income tax purposes. 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 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.

During the three months ended September 30, 2025, the Company made the following changes to the purchase price allocation of McStarlite as mentioned below:

	*Preliminary Allocation as of June 30, 2025*			*Adjustments*			*Preliminary Allocation as of September 30, 2025*
Total purchase consideration:
Cash payments	$	57,549		$	-		$	57,549
Less: cash acquired		(586	)		-			(586	)
Total	$	56,963		$	-		$	56,963

Identifiable assets acquired and liabilities assumed:
Other acquired assets	$	8,808		$	-		$	8,808
Inventories		6,744			-			6,744
Customer backlog		3,970			-			3,970
Property, plant, and equipment		8,603			-			8,603
Identifiable intangible assets		24,500			-			24,500
Goodwill		16,761			(554	)		16,207
Liabilities assumed		(12,423	)		554			(11,869	)
Total	$	56,963		$	-		$	56,963

There were no changes to the purchase price allocations of any other acquisitions during the three months ended September 30, 2025.

Amran/Narayan Group

On October 28, 2024 (“Closing Date”), the Company acquired, in separate transactions, 100% of the outstanding membership interest in Amran LLC (“Amran”), a privately-held company based in Houston, Texas, pursuant to a Securities Purchase Agreement (the “Amran Purchase Agreement”) and through its wholly owned subsidiary, Mold-Tech Singapore PTE LTD (“Mold-Tech Singapore”), 90.1% of the capital stock of Narayan Powertech Private Limited (“Narayan”), a privately-held India-based company, pursuant to a Securities Purchase Agreement (the “Narayan Purchase Agreement”) (collectively the “Amran/Narayan Group”). With manufacturing locations in the United States and India, Amran/Narayan Group is a leading manufacturer of low voltage and medium voltage instrument transformers. Its custom product portfolio is specifically designed and developed in partnership with OEMs for their specific equipment related to electrical grid applications. This acquisition continues our portfolio strategy of focusing our higher-margin business segments in faster-growing markets. 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. 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. 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").

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. 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.

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. Goodwill recorded from this transaction is attributable to Amran/Narayan Group’s technical and applications expertise, which is highly complementary to the Company's existing business.

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. Goodwill of $298.4 was recognized. Only the portion related to the Amran (U.S.) acquisition is deductible for U.S. income tax purposes; the portion 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 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. 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):

	*Final Allocation as of September 30, 2025*
Fair value of business combination:
Total cash consideration	$	415,604
Less: cash acquired		(7,114	)
Stock consideration		25,953
Total	$	434,443


Identifiable assets acquired and liabilities assumed:
Other acquired assets	$	11,799
Accounts receivable		25,863
Inventories		13,677
Customer backlog		10,100
Property, plant, and equipment		2,816
Identifiable intangible assets		136,000
Goodwill		298,383
Deferred tax liabilities, net		(19,990	)
Other liabilities assumed		(17,471	)
Total identifiable assets acquired and liabilities assumed		461,177

Redeemable noncontrolling interest (see Note 18)		(26,734	)

Total identifiable assets, liabilities and redeemable noncontrolling interest	$	434,443

The following table reflects the unaudited pro forma operating results of the Company for the period ended September 30, 2024, which give effect to the acquisition of the Amran/Narayan Group as if it had occurred effective July 1, 2023. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisition been effective as of the date indicated, nor are they intended to be indicative of results that may occur in the future. 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:

(in thousands)	*Three Months Ended September 30, 2024*
Net sales	$	197,686
Net income		26,458

	●	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;
	●	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. The interest rate assumed for purposes of the pro forma financial information was 7.7% on average as the rate in agreement is a variable rate plus certain margins; and
	●	Income tax expense (benefit) was adjusted related to the above pro forma adjustments using an estimated tax rate of 22.6%.

With respect to each of the McStarlite and Amran/Narayan Group acquisitions, the estimated fair values of the indefinite lived tradenames were determined based on an income approach using the relief from royalty method, which assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of the tradenames assets. The cash flow projections the Company uses to estimate the fair value of the tradenames intangible assets involve several assumptions, including projected revenue growth, an estimated royalty rate, after-tax royalty savings expected from ownership of the tradenames, and a discount rate used to derive the estimated fair value of the tradenames. The estimated fair value of the customer relationships intangible assets were determined based on the income approach using the multi-period excess earnings method, which measures the economic benefit indirectly by calculating the income attributable to an asset after appropriate returns are paid to complementary assets used in conjunction with the subject asset to produce the earnings associated with the subject asset, commonly referred to as contributory asset charges. 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.

Acquisition Related Costs

Acquisition related costs 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 integration and acquisition activities, and regulatory matters related to acquired entities. These costs do not include purchase accounting expenses, which we define as acquired backlog and the step-up of inventory to fair value, or the amortization of the acquired intangible assets.

Acquisition related costs for the three months ended September 30, 2025 and 2024 were $0.4 million and $1.8 million, respectively.

3) Revenue From Contracts With Customers

Most of the Company’s contracts have a single performance obligation which represents the product or service being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation and/or extended warranty. Additionally, most of the Company’s contracts offer assurance type warranties in connection with the sale of a product to customers. Assurance type warranties provide a customer with assurance that the product complies with agreed-upon specifications. Assurance type warranties do not represent a separate performance obligation.

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 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 these products, the transfer of control is measured pro rata, 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. Revisions in profit estimates are reflected on a cumulative basis in the period in which the basis for such revision becomes known.

Disaggregation of Revenue from Contracts with Customers

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

	*Three Months Ended*
Revenue by Product Line	*September 30, 2025*		*September 30, 2024*

Electronics	$	110,553	$	77,733

Engineering Technologies		29,894		20,530

Scientific		19,450		17,693

Engraving Services		32,621		29,821
Engraving Products		3,219		3,542
Total Engraving		35,840		33,363

Hydraulics Cylinders and Systems		12,172		11,622
Merchandising & Display		9,522		9,523
Total Specialty Solutions		21,694		21,145

Total revenue by product line	$	217,431	$	170,464

The following table presents revenue from continuing operations disaggregated by geography based on the Company’s locations (in thousands):

	*Three Months Ended*		*Three Months Ended*
Net sales	*September 30, 2025*		*September 30, 2024*
United States	$	126,331	$	100,735
Asia Pacific		56,382		37,696
EMEA (1)		32,634		29,269
Other Americas		2,084		2,764
Total	$	217,431	$	170,464

_⁽¹⁾ EMEA consists primarily of Europe, Middle East and S. Africa.

The following table presents revenue from continuing operations disaggregated by timing of recognition (in thousands):

	*Three Months Ended*
Timing of Revenue Recognition	*September 30, 2025*		*September 30, 2024*
Products and services transferred at a point in time	$	196,980	$	152,687
Products transferred over time		20,451		17,777
Net sales	$	217,431	$	170,464

Contract Balances

Contract assets represent revenue recognized related to work completed but not yet billed as of the reporting date. Contract liabilities are customer deposits for which revenue has not been recognized. Current contract liabilities are recorded as accrued liabilities.

The timing of revenue recognition, invoicing and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheets. When consideration is received from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the goods and services are transferred to the customer and all revenue recognition criteria have been met.

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

	*June 30, 2025*		*Additions*		*Deductions*		*September 30, 2025*
Three months ended September 30, 2025
Contract assets	$	59,228	$	20,451	$	15,442	$	64,237
Contract liabilities:
Customer deposits		5,189		1,634		1,190		5,633

	*June 30, 2024*		*Additions*		*Deductions*		*September 30, 2024*
Three months ended September 30, 2024
Contract assets	$	45,393	$	16,865	$	12,171	$	50,087
Contract liabilities:
Customer deposits		1,766		1,803		2,069		1,500

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

	*Three months ended*
Revenue recognized in the period from:	*September 30, 2025*		*September 30, 2024*
Amounts included in the contract liability balance at the beginning of the period	$	-	$	1,766

4) Fair Value Measurements

The financial instruments shown below are presented at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied.

Assets and liabilities recorded at fair value in the consolidated balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities and the methodologies used in valuation are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities. The Company’s deferred compensation plan assets consist of shares in various mutual funds (investments are participant-directed) which invest in a broad portfolio of debt and equity securities. These assets are valued based on publicly quoted market prices for the funds’ shares as of the balance sheet dates.

Level 2 – Inputs, other than quoted prices in an active market, that are observable either directly or indirectly through correlation with market data. For foreign exchange forward contracts and interest rate swaps, the Company values the instruments based on the market price of instruments with similar terms, which are based on spot and forward rates as of the balance sheet dates. The Company has considered the creditworthiness of counterparties in valuing all assets and liabilities.

Level 3 – Unobservable inputs based upon the Company’s best estimate of what market participants would use in pricing the asset or liability.

There were no transfers of assets or liabilities between any levels of the fair value measurement hierarchy at September 30, 2025 or June 30, 2025. The Company’s policy is to recognize transfers between levels as of the date they occur.

Cash and cash equivalents, accounts receivable, accounts payable, and debt are carried at cost, which approximates fair value.

The fair values of financial instruments were as follows (in thousands):

	*September 30, 2025*
	*Total*		*Level 1*		*Level 2*		*Level 3*
Assets
Marketable securities - deferred compensation plan	$	5,375	$	5,375	$	-	$	-

Liabilities
Interest rate swaps	$	1,181	$	-	$	1,181	$	-
Foreign exchange contracts		501		-		501		-
Contingent consideration (a)		330		-		-		330

	*June 30, 2025*
	*Total*		*Level 1*		*Level 2*		*Level 3*
Assets
Marketable securities - deferred compensation plan	$	4,980	$	4,980	$	-	$	-
Debt securities		3,629		-		-		3,629
Equity securities		2,211		-		-		2,211

Liabilities
Foreign exchange contracts	$	68		-	$	68	$	-
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 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. During the three months ended September 30, 2025 the reduction in the fair value of the contingent consideration liability was a result of the Company’s payment of $0.3 million pursuant to the SEPL agreement.

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

The Company also purchased $2.7 million of debt securities from the same privately held company. The available for sale asset was recorded in the prepaid expenses and other current assets line of the consolidated balance sheet to reflect the initial fair value of the instrument acquired. The maturity date of this asset, which was originally due to mature one year from the date of issuance, has been extended to the end of November 2025.

The Company updates its assumptions each reporting period based on new developments and records such amounts at fair value based on the revised assumptions.

5) Inventories

Inventories are comprised of the following (in thousands):

	*September 30, 2025*		*June 30, 2025*
Raw materials	$	61,404	$	57,302
Work in process		33,457		34,298
Finished goods		40,916		38,394
Total	$	135,777	$	129,994

Distribution costs associated with the sale of inventory, which are recorded as a component of selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations were $3.6 million and $2.4 million for the three months ended September 30, 2025 and 2024, respectively.

6) Goodwill

Changes to goodwill by reportable segment during the period were as follows (in thousands):

	*June 30, 2025*		*Acquisitions*			*Translation Adjustment*			*September 30, 2025*
Electronics	$	459,051	$	-		$	(11,140	)	$	447,911
Engineering Technologies		53,778		(554	)		(202	)		53,022
Scientific		15,454		-			-			15,454
Engraving		78,996		-			1,481			80,477
Specialty Solutions		3,059		-			-			3,059
Total	$	610,338	$	(554	)	$	(9,861	)	$	599,923

7) Warranty Reserves

The expected cost associated with warranty obligations on our products is recorded as a component of cost of sales when the revenue is recognized. The Company’s estimate of warranty cost is based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Since warranty estimates are forecasts based on the best available information, claims costs may differ from amounts provided. Adjustments to initial obligations for warranties are made as changes in the obligations become reasonable to estimate.

The change in warranty reserves, which are recorded as a component of accrued liabilities were as follows (in thousands):

	*September 30, 2025*			*June 30, 2025*
Balance at beginning of year	$	2,429		$	2,209
Acquisitions and other charges		(47	)		181
Warranty expense		713			705
Warranty claims		(388	)		(666	)
Balance at end of period	$	2,707		$	2,429

8) Debt

Long-term debt is comprised of the following (in thousands):

	*September 30, 2025*			*June 30, 2025*
Bank credit agreement	$	545,203		$	553,203
Total funded debt		545,203			553,203
Unamortized issuance costs		(580	)		(688	)
Total long-term debt	$	544,623		$	552,515

The Company's bank credit agreement matures in February 2028.

At September 30, 2025 and June 30, 2025, the Company had $1.9 million standby letters of credit outstanding, primarily for insurance purposes and had the ability to borrow $197.6 and $207.7 million under the facility. 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, are maintained), and other general corporate purposes. The Facility contains customary representations, warranties and restrictive covenants, as well as specific financial covenants which the Company was compliant with as of September 30, 2025 and June 30, 2025.

9) Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

	*September 30, 2025*		*June 30, 2025*
Payroll and employee benefits	$	19,521	$	24,804
Operating lease current liability		11,738		11,129
Restructuring costs		4,557		1,457
Accrued taxes payable		3,383		2,662
Accrued interest		3,177		3,152
Professional fees		2,803		2,304
Warranty reserves		2,707		2,429
Workers' compensation		1,579		1,245
Contingent consideration		330		330
Other		16,859		13,692
Total	$	66,654	$	63,204

10) Derivative Financial Instruments

Information about the Company’s derivative financial instruments is as follows:

Interest Rate Swaps

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 our Facility from a variable rate equal to 1 month Secured Overnight Financing Rate (SOFR) to a weighted average fixed rate of 3.48% at September 30, 2025. The fair value of the swaps, recognized in accumulated other comprehensive income, is as follows (in thousands, except percentages):

Effective Date		*Notional Amount*				*Fixed Interest Rate*			*Maturity*		*September 30, 2025*				*June 30, 2025*
August 30, 2025		$	225,000				3.48	%	August 30, 2028		$	(1,181	)		$	-

The Company reported no losses for the three months ended September 30, 2025, as a result of hedge ineffectiveness. Future changes in these swap arrangements, including termination of the agreements, may result in a reclassification of any gain or loss reported in accumulated other comprehensive income (loss) into earnings as an adjustment to interest expense. Accumulated other comprehensive income (loss) related to these instruments is being amortized into interest expense concurrent with the hedged exposure.

Foreign Exchange Contracts

Forward foreign currency exchange contracts are used to limit the impact of currency fluctuations on certain anticipated foreign cash flows, such as collections from customers and loan payments between subsidiaries. The Company enters into such contracts for hedging purposes only. At September 30, 2025 and June 30, 2025, the Company had outstanding forward contracts related to hedge of intercompany loans with net unrealized gains and losses of less than $0.5 million, which approximate the unrealized losses and gains on the related loans. The contract matures in October 2025.

The notional amounts of the Company’s forward contracts, by currency, are as follows (in thousands):

Currency	*September 30, 2025*		*June 30, 2025*
JPY	$	-	$	1,950,000
JPY	$	3,250,000	$	1,300,000

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

	*Liability Derivatives*
Derivative designated	*September 30, 2025*			*June 30, 2025*
as hedging instruments	*Balance Sheet Line Item*	*Fair Value*		*Balance Sheet Line Item*	*Fair Value*
Interest rate swaps	Accrued liabilities	$	1,181		$	-
Foreign exchange contracts	Accrued liabilities		501	Accrued liabilities		68
		$	1,682		$	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, excluding diminished foreign exchange contracts, along with their classification within comprehensive income for the periods ended (in thousands):

	*Three Months Ended September 30,*
	*2025*			*2024*
Interest rate swaps	$	(1,025	)	$	(384	)

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

Details about Accumulated Other	*Three Months Ended*						*Affected line item in the Unaudited*
Comprehensive Income (Loss) Components		*September 30, 2025*			*September 30, 2024*		*Condensed Statements of Operations*
Interest rate swaps	$	(155	)	$	(1,697	)	Interest expense

11) Retirement Benefits

The Company has defined benefit pension plans covering certain current and former employees both inside and outside of the U.S. The Company’s pension plan for U.S. employees is frozen for substantially all participants and has been replaced with a defined contribution benefit plan.

Net periodic benefit cost for the Company’s U.S. and foreign pension benefit plans for the periods ended consisted of the following components (in thousands):

	*U.S. Plans*						*Non-U.S. Plans*
	*Three Months Ended September 30,*						*Three Months Ended September 30,*
	*2025*			*2024*			*2025*			*2024*
Service cost	$	-		$	-		$	58		$	63
Interest cost		2,288			2,386			315			306
Expected return on plan assets		(2,521	)		(2,641	)		(304	)		(347	)
Recognized net actuarial loss		1,175			1,055			-			-
Amortization of prior service cost		-			-			(1	)		(1	)
Net periodic (benefit) cost	$	942		$	800		$	68		$	21

The following table sets forth the amounts recognized for the Company's defined benefit pension plans (in thousands):

Amounts recognized in the consolidated balance sheets consist of:	*September 30, 2025*			*June 30, 2025*
Prepaid benefit cost	$	3,307		$	3,294
Current liabilities		(1,258	)		(589	)
Non-current liabilities		(32,660	)		(31,721	)
Net amount recognized	$	(30,611	)	$	(29,016	)

The contributions made to defined benefit plans are presented below along with remaining contributions to be made for the current fiscal year (in thousands):

	*Fiscal Year 2026*
Contributions to defined benefit plans	*Three Months Ended September 30, 2025*		*Remaining Contributions*
United States, funded plan	$	1,259	$	5,290
United States, unfunded plan		26		90
Germany, unfunded plan		-		275
	$	1,285	$	5,655

12) Income Taxes

The Company's effective tax rate from continuing operations for the three months ended September 30, 2025 and 2024 was 24.6% and 21.4%, respectively.

The tax rate was impacted in the current period by the following items: (i) the recognition of a discrete tax benefit related to equity compensation, (ii) changes in the jurisdictional mix of earnings; (iii) foreign withholding taxes and (iv) federal research and development tax credits. The tax rate was impacted in the prior period by the following items: (i) a discrete tax benefit related to equity compensation, (ii) variations in the geographical mix of earnings, (iii) foreign withholding taxes, and (iv) tax credits related to federal research and development tax activities.

13) Earnings Per Share

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.

The following table sets forth a reconciliation of the number of shares (in thousands) used in the computation of basic and diluted earnings per share:

	*Three Months Ended September 30,*
	*2025*		*2024*
Basic - Average shares outstanding		12,013		11,787
Dilutive effect of unvested, restricted stock awards		34		117
Diluted - Average shares outstanding		12,047		11,904

Earnings available to common stockholders are the same for computing both basic and diluted earnings per share. There were no outstanding instruments that had an anti-dilutive effect at September 30, 2025 or 2024.

Performance stock units of 63,762 and 81,704 for the three months ended September 30, 2025 and 2024, respectively, are excluded from the diluted earnings per share calculation as the performance criteria have not been met.

14) Accumulated Other Comprehensive Income (Loss)

The components of the Company’s accumulated other comprehensive income (loss) are as follows (in thousands):

	*September 30, 2025*			*June 30, 2025*
Foreign currency translation adjustment	$	(89,283	)	$	(74,788	)
Unrealized pension losses, net of tax		(89,996	)		(90,972	)
Unrealized gains on derivative instruments, net of tax		94			995
Total	$	(179,185	)	$	(164,765	)

15) Contingencies

From time to time, the Company is subject to various claims and legal proceedings, including claims related to environmental remediation, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of these proceedings and claims cannot be predicted with certainty, the Company’s management does not believe that the outcome of any of the currently existing legal matters will have a material impact on the Company’s consolidated financial position, results of operations or cash flow. The Company accrues for losses related to a claim or litigation when the Company’s management considers a potential loss probable and can reasonably estimate such potential loss.

16) Industry Segment Information

The Company has five reportable segments organized around the types of products sold:

	•	Electronics – manufactures and sells 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 – sells specialty temperature-controlled equipment for the medical, scientific, pharmaceutical, biotech and industrial markets;
	•	Engraving - 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;
	•	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.

Net sales and income (loss) from continuing operations by segment were as follows:

	*September 30, 2025*
(in thousands)	Electronics			Engineering Technologies			Scientific			Engraving			Specialty Solutions			Total
Net Sales	$	110,553		$	29,894		$	19,450		$	35,840		$	21,694		$	217,431
Segment Expenses		(82,270	)		(26,277	)		(14,772	)		(29,303	)		(18,805	)		(171,427	)
Segment operating income		28,283			3,617			4,678			6,537			2,889			46,004
Corporate																	(9,940	)
Restructuring costs																	(5,997	)
Acquisition related costs																	(433	)
Income (Loss) From Operations																	29,634
Interest expense																	(8,912	)
Other non-operating (expense) income, net																	265
Income from continuing operations before income taxes																$	20,987

	September 30, 2024
(in thousands)	Electronics			Engineering Technologies			Scientific			Engraving			Specialty Solutions			Total
Net Sales	$	77,733		$	20,530		$	17,693		$	33,363		$	21,145		$	170,464
Segment Expenses		(60,706	)		(16,520	)		(12,944	)		(27,539	)		(17,597	)		(135,306	)
Segment operating income		17,027			4,010			4,749			5,824			3,548			35,158
Corporate																	(8,133	)
Restructuring costs																	(1,086	)
Acquisition related costs																	(1,840	)
Income (Loss) From Operations																	24,099
Interest expense																	(977	)
Other non-operating (expense) income, net																	28
Income from continuing operations before income taxes																$	23,150

Capital expenditures and depreciation and amortization expense by segment were as follows:

(in thousands)	*Capital Expenditures (1)*				*Depreciation and Amortization*
	*September 30, 2025*		*September 30, 2024*		*September 30, 2025*		*September 30, 2024*
Electronics	$	3,669	$	3,551	$	5,785	$	3,415
Engineering Technologies		1,585		1,462		1,408		886
Scientific		70		70		320		318
Engraving		572		941		1,788		2,029
Specialty Solutions		456		443		422		351
Corporate and Other		68		258		94		62
Total	$	6,420	$	6,725	$	9,817	$	7,061

Net sales include only transactions with unaffiliated customers and include no intersegment sales. Income (loss) from operations by segment excludes interest expense and other non-operating (income) expense.

17) Restructuring

The Company has undertaken a number of initiatives that have resulted in severance, restructuring, and related charges. Related charges may include third party assistance with analysis and implementation of these activities.

2026 Restructuring Initiatives

The Company continues to focus its efforts to reduce cost and improve productivity across its businesses. Restructuring expenses primarily related to facility rationalizations and consolidations. The Company expects the 2026 restructuring activities to be completed by fiscal year 2027.

Prior Year Restructuring Initiatives

Restructuring expenses primarily related to headcount reductions and other cost saving initiatives within our Engraving and Electronics segments. The Company expects the prior year restructuring activities to be completed by fiscal year 2026.

A summary of charges by initiative is as follows (in thousands):

	*Three Months Ended September 30, 2025*
Fiscal Year 2026	*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*
Current year initiatives	$	4,599	$	81	$	4,680
Prior year initiatives		848		469	$	1,317
	$	5,447	$	550	$	5,997

	*Three Months Ended September 30, 2024*
Fiscal Year 2025	*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*
Current year initiatives	$	266	$	165	$	431
Prior year initiatives		344		311		655
	$	610	$	476	$	1,086

Activity in the restructuring liability reserve related to the initiatives is as follows (in thousands):

Current Year Initiatives	*Involuntary Employee Severance and Benefit Costs*			*Other*		*Total*
Restructuring liabilities at June 30, 2025	$	-		$	-	$	-
Additions and adjustments		4,599			81		4,680
Payments		(1,143	)		-		(1,143	)
Restructuring liabilities at September 30, 2025	$	3,456		$	81	$	3,537

Prior Year Initiatives	*Involuntary Employee Severance and Benefit Costs*			*Other*		*Total*
Restructuring liabilities at June 30, 2025	$	1,397		$	60	$	1,457
Additions and adjustments		848			469		1,317
Payments		(1,754	)		-		(1,754	)
Restructuring liabilities at September 30, 2025	$	491		$	529	$	1,020

Prior Year	*Involuntary Employee Severance and Benefit Costs*			*Other*			*Total*
Restructuring liabilities at June 30, 2024	$	1,253		$	194		$	1,447
Additions and adjustments		344			311			655
Payments		(362	)		(436	)		(798	)
Restructuring liabilities at September 30, 2024	$	1,235		$	69		$	1,304

The Company’s total restructuring expenses by segment are as follows (in thousands):

	*Three Months Ended September 30, 2025*
	*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*
Engraving	$	4,950	$	251	$	5,201
Electronics		426		299		725
Specialty Solutions		71		-		71
	$	5,447	$	550	$	5,997

	*Three Months Ended September 30, 2024*
	*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*
Engraving	$	531	$	476	$	1,007
Corporate		79		-		79
	$	610	$	476	$	1,086

Restructuring expense is expected to be approximately $1.5 million for the remainder of fiscal year 2026.

18) Redeemable Noncontrolling Interest

The redeemable noncontrolling interest consists of 9.9% of capital stock of Narayan Powertech Private Limited ("Narayan"), a privately-held India-based company. The Company owns the remaining 90.1%. During the period ended September 30, 2025, Narayan declared and distributed a dividend of $7.3 million to the Company and its noncontrolling interests, allocated according to equity ownership.

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 September 30, 2025, and accordingly no measurement adjustments have been recorded for the three months ended September 30, 2025.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Statements contained in this periodic report that are not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms or variations of those terms or the negative of those terms. There are many factors that affect the Company’s business and the results of its operations and that may cause the actual results of operations in future periods to differ materially from those currently expected or anticipated. These factors include, but are not limited to: the impact of pandemics and other global crises or catastrophic events on employees, our supply chain, and the demand for our products and services around the world; materially adverse or unanticipated legal judgments, fines, penalties or settlements; conditions in the financial and banking markets, including fluctuations in exchange rates and the inability to repatriate foreign cash; domestic and international economic conditions, including the impact, length and degree of economic downturns on the customers and markets we serve and more specifically conditions in the automotive, construction, aerospace, defense, transportation, food service equipment, consumer appliance, energy, oil and gas and general industrial markets; lower-cost competition; the relative mix of products which impact margins and operating efficiencies in certain of our businesses; the impact of higher raw material and component costs, particularly steel, certain materials used in electronics parts, petroleum based products, and refrigeration components; the impact of higher transportation and logistics costs, especially with respect to transportation of goods from Asia; the impact of inflation on the costs of providing our products and services; an inability to realize the expected cost savings from restructuring activities including effective completion of plant consolidations, cost reduction efforts including procurement savings and productivity enhancements, capital management improvements, strategic capital expenditures, and the implementation of lean enterprise manufacturing techniques; the potential for losses associated with the exit from or divestiture of businesses that are no longer strategic or no longer meet our growth and return expectations; the inability to achieve the savings expected from global sourcing of raw materials and diversification efforts in emerging markets; the impact on cost structure and on economic conditions as a result of actual and potential increases in trade tariffs; the inability to attain expected benefits from acquisitions and the inability to effectively consummate and integrate such acquisitions and achieve synergies envisioned by the Company; increased costs from acquisitions to improve and coordinate managerial, operational, financial, and administrative systems, including internal controls over financial reporting and compliance with the Sarbanes-Oxley Act of 2002, and other costs related to such systems in connection with acquired businesses; market acceptance of our products; our ability to design, introduce and sell new products and related product components; the ability to redesign certain of our products to continue meeting evolving regulatory requirements; the impact of delays initiated by our customers; our ability to increase manufacturing production to meet demand including as a result of labor shortages; the impact on our operations of any successful cybersecurity attacks; and potential changes to future pension funding requirements. For a more comprehensive discussion of these and other factors, see the “Risk Factors” section of the Company’s most recent annual report on Form 10-K filed with the SEC and available on the Company’s website. In addition, any forward-looking statements represent management's estimates only as of the day made and should not be relied upon as representing management's estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company and management specifically disclaim any obligation to do so, even if management's estimates change.

Overview

We are a diversified industrial manufacturer with leading positions in a variety of products and services that are used in diverse commercial and industrial markets. We are headquartered in Salem, New Hampshire, and have six operating segments aggregated into five reportable segments: Electronics, Engineering Technologies, Scientific, Engraving, and Specialty Solutions. Two operating segments are aggregated into Specialty Solutions. Our businesses work in close partnership with our customers to deliver custom solutions or engineered components that solve their unique and specific needs, an approach we call "Customer Intimacy".

Our long-term business strategy is to create, improve, and enhance shareholder value by building more profitable, focused industrial platforms through our Standex Value Creation System. This methodology employs four components: Balanced Performance Plan, Growth Disciplines, Operational Excellence, and Talent Management and provides both a company-wide framework and tools used to achieve our goals. We intend to continue investing organically and inorganically in high margin and growth businesses using this balanced and proven approach.

It is our objective to grow larger and more profitable business units through a commitment to both organic and inorganic initiatives. We have a particular focus on identifying and investing in businesses, new products and new applications that complement our existing products and will increase our overall scale, global presence and capabilities. We continue to execute on acquisitions where strategically aligned with our businesses and where the opportunity meets our investment metrics. We have divested, and likely will continue to divest, businesses that we feel are not strategic or do not meet our growth and return expectations.

As a result of our portfolio moves over the past several years, we have transformed Standex to a company with a more focused group of businesses selling customized solutions to high value end markets via a compelling customer value proposition. The narrowing of the portfolio allows for greater management focus on driving operational disciplines and positions us well to use our cash flow from operations to invest selectively in our ongoing pipeline of organic and inorganic opportunities.

The Company’s strong historical cash flow has been a cornerstone for funding our capital allocation strategy. We use cash flow generated from operations to fund investments in capital assets to upgrade our facilities, improve productivity and lower costs, invest in the strategic growth programs described above, including organic growth, and to return cash to our shareholders through payment of dividends and stock buybacks.

Restructuring expenses reflect costs associated with our efforts of continuously improving operational efficiency and expanding globally in order to remain competitive in our end user markets. We incur costs for actions to size our businesses to a level appropriate for current economic conditions, improve our cost structure, enhance our competitive position and increase operating margins. Such expenses include costs for moving facilities to locations that allow for lower fixed and variable costs, external consultants who provide additional expertise starting up plants after relocation, downsizing operations because of changing economic conditions, and other costs resulting from asset redeployment decisions. Shutdown costs include severance, benefits, stay bonuses, lease and contract terminations, asset write-downs, costs of moving fixed assets, and moving and relocation costs. Vacant facility costs include maintenance, utilities, property taxes and other costs.

Because of the diversity of the Company’s businesses, end user markets and geographic locations, management does not use specific external indices to predict the future performance of the Company, other than general information about broad macroeconomic trends. Each of our individual business units serves niche markets and attempts to identify trends other than general business and economic conditions which are specific to its business and which could impact its performance. Those units report pertinent information to senior management, which uses it to the extent relevant to assess the future performance of the Company. A description of any such material trends is described below in the applicable segment analysis.

We monitor a number of key performance indicators (“KPIs”) including net sales, income from operations, backlog, effective income tax rate, gross profit margin, and operating cash flow. A discussion of these KPIs is included below. We may also supplement the discussion of these KPIs by identifying the impact of foreign exchange rates, acquisitions, and other significant items when they have a material impact on a specific KPI.

We believe the discussion of these items provides enhanced information to investors by disclosing their impact on the overall trend which provides a clearer comparative view of the KPI, as applicable. For discussion of the impact of foreign exchange rates on KPIs, we calculate the impact as the difference between the current period KPI calculated at the current period exchange rate as compared to the KPI calculated at the historical exchange rate for the prior period. For discussion of the impact of acquisitions, we isolate the effect on the KPI amount that would have existed regardless of such acquisition. Sales resulting from synergies between the acquisition and existing operations of the Company are considered organic growth for the purposes of our discussion.

Unless otherwise noted, references to years are to fiscal years.

Results from Continuing Operations

	Three Months Ended September 30,
(In thousands, except percentages)	2025			2024
Net sales	$	217,431		$	170,464
Gross profit margin		41.6	%		41.1	%
Income from operations		29,634			24,099

(In thousands)		Three Months Ended September 30, 2025
Net sales, prior year period	$	170,464
Components of change in sales:
Organic sales change		1,034
Effect of acquisitions		45,288
Effect of exchange rates		645
Net sales, current period	$	217,431

Net sales increased in the first quarter of fiscal year 2026 by $47.0 million or 27.6%, when compared to the prior year quarter. Acquisitions accounted for increased sales of $45.3 million or 26.6%. Foreign currency positively impacted sales by $0.6 million, or 0.4%. Organic sales increased $1.0 million, or 0.6%, primarily due to strong demand across space, defense and aviation end markets.

Gross Profit

Gross profit in the first quarter of fiscal year 2026 increased to $90.4 million, or a gross margin of 41.6% as compared to $70.1 million, or a gross margin of 41.1%, in the first quarter of fiscal year 2025. The increase was a result of the continued evolution of our portfolio and continued focus on pricing disciplines and productivity actions.

Selling, General, and Administrative Expenses

Selling, General, and Administrative (“SG&A”) expenses for the first quarter of fiscal year 2026 increased to $54.4 million, or 25.0% of sales as compared to $43.0 million, or 25.3% of sales during the prior year quarter. SG&A expenses during the first quarter of fiscal year 2026 were primarily impacted by increased expenses due to the recent acquisitions and increased administrative and research and development expenses as compared to the prior year quarter.

Restructuring Costs

We incurred restructuring expenses of $6.0 million in the first quarter of fiscal year 2026 primarily related to facility rationalization activities and announced closure of four sites in our Engraving segment. We have now substantially completed our restructuring activities in Engraving and are well positioned to better serve our customers.

We expect to start seeing realization of these restructuring actions during the second half of fiscal year 2026.

Acquisition Related Costs

We incurred acquisition related expenses of $0.4 million in the first quarter of fiscal year 2026. Acquisition related expenses typically consist of due diligence, advisory, legal, integration, and valuation expenses incurred in connection with recent or pending acquisitions.

Income from Operations

Income from operations for the first quarter of fiscal year 2026 was $29.6 million, compared to $24.1 million during the prior year quarter. The increase of $5.5 million, or 23.0%, is primarily due to the contributions from recent acquisitions and productivity improvement initiatives partially offset by increase in administrative and research and development expenses.

Interest Expense

Interest expense for the first quarter of fiscal year 2026 was $8.9 million, an increase from interest expense of $7.9 million from the prior year quarter. Our effective interest rate for the three months ended September 30, 2025 was 6.10%.

Income Taxes

The Company's effective tax rate from continuing operations for the first quarter of fiscal year 2026 and 2025 was 24.6% and 21.4%, respectively.

The tax rate was impacted in the prior period by the following items: (i) a discrete tax benefit related to equity compensation, (ii) variations in the geographical mix of earnings, (iii) foreign withholding taxes, and (iv) tax credits related to federal research and development tax activities.

Backlog

Backlog includes all active or open orders for goods and services. Backlog also includes any future deliveries based on executed customer contracts, so long as such deliveries are based on agreed upon delivery schedules. Backlog orders are not necessarily an indicator of future sales levels because of variations in lead times and customer production demand pull systems, with the exception of Engineering Technologies. Customers may delay delivery of products or cancel orders prior to shipment, subject to possible cancellation penalties. Due to the nature of long-term agreements in the Engineering Technologies segment, the timing of orders and delivery dates can vary considerably resulting in significant backlog changes from one period to another.

	As of September 30, 2025				As of September 30, 2024
	Total Backlog		Backlog under 1 year		Total Backlog		Backlog under 1 year
Electronics	$	154,415	$	119,952	$	103,974	$	92,581
Engineering Technologies		103,000		81,714		61,039		45,289
Scientific		5,967		5,967		2,729		2,729
Engraving		25,172		24,760		21,503		20,582
Specialty Solutions		13,905		13,868		17,708		17,473
Total	$	302,459	$	246,261	$	206,953	$	178,654

Total backlog realizable under one year increased $67.6 million, or 37.8%, to $246.3 million at September 30, 2025, from $178.7 million at September 30, 2024. The year over year increase is primarily driven by an additional $28.0 million and $25.4 million in backlog from the recent acquisitions in the Electronics and Engineering Technologies segments.

Changes in backlog under one year are as follows (in thousands):

	As of
(In thousands)	September 30, 2025
Backlog under 1 year, prior year period	$	178,654
Components of change in backlog:
Organic change		12,027
Effect of acquisitions		55,580
Backlog under 1 year, current period	$	246,261

Segment Analysis

Overall

Looking forward to the remainder of fiscal year 2026, we anticipate continued improvement in key financials metrics, supported by productivity initiatives.

In general, for the remainder of fiscal year 2026, we expect:

•

continued growth in the high margin electrical grid market through integration of the Amran/Narayan Group;

•

space markets to remain attractive, with modest volume increases expected from ongoing customer development;

•

continued strength in defense end markets as new platforms continue to ramp;

•

continued stability in hybrid and electric vehicle programs despite softness in general automotive end markets and planned new platform launches;

•

scientific cold storage demand to decline due to effects of NIH funding cuts;

•

refuse and dump end markets to remain stable;

•

stable demand levels in food service equipment markets;

•

growth of new product sales as recently launched products ramp up and additional launches are introduced.

Electronics Group

	Three Months Ended September 30,						%
(In thousands, except percentages)	2025			2024			Change
Net sales	$	110,553		$	77,733			42.2	%
Income from operations		28,283			17,027			66.1	%
Operating income margin		25.6	%		21.9	%

Net sales in the first quarter of fiscal year 2026 increased $32.8 million, or 42.2%, when compared to the prior year quarter. The recent acquisitions added $35.3 million, or 45.5%, in sales for the first quarter of fiscal year 2026. Organic sales decreased by $2.4 million, or 3.1%, due to timing of backlog conversion in the Magnetics business in North America. The foreign currency impact decreased net sales by 0.1% as compared to the prior year quarter.

Income from operations in the first quarter of fiscal year 2026 increased by $11.3 million, or 66.1%, when compared to the prior year quarter. The operating income increase was the result of contributions from the recent acquisitions, pricing initiatives and product mix.

In the second quarter of fiscal year 2026, on a sequential basis, we expect slightly higher revenue from core businesses partially offset by lower sales from the Amran/Narayan Group due to the holiday season in India. We expect similar operating margin sequentially, primarily driven by product mix and continued strategic growth investments.

Engineering Technologies Group

	Three Months Ended September 30,						%
(In thousands, except percentages)	2025			2024			Change
Net sales	$	29,894		$	20,530			45.6	%
Income from operations		3,617			4,010			(9.8	%)
Operating income margin		12.1	%		19.5	%

Net sales in the first quarter of fiscal year 2026 increased by $9.4 million, or 45.6%, when compared to the prior year quarter. Sales increase was attributable to the acquisition of McStarlite which added $6.6 million to revenue and an organic sales increase of $2.6 million or 12.7% driven by growth in the space and aviation end markets.

Income from operations in the first quarter of fiscal year 2026 decreased by $0.4 million, or 9.8%, when compared to the prior year quarter. The decrease in operating income was a result of purchase accounting expenses and project timing related to the Mcstarlite acquisition.

In the second quarter of fiscal year 2026, on a sequential basis, we expect moderately higher revenue due to growth in new product sales and similar operating margin.

Scientific Group

	Three Months Ended September 30,						%
(In thousands, except percentages)	2025			2024			Change
Net sales	$	19,450		$	17,693			9.9	%
Income from operations		4,678			4,749			(1.5	%)
Operating income margin		24.1	%		26.8	%

Net sales in the first quarter of fiscal year 2026 increased by $1.8 million, or 9.9%, when compared to the prior year quarter due primarily to an 18.6% benefit from the Custom Biogenic Systems acquisition, partially offset by an organic decline of 8.7% from lower demand at academic and research institutions that were impacted by NIH funding cuts.

Income from operations in the first quarter of fiscal year 2026 decreased $0.1 million, or 1.5%, when compared to the prior year quarter due to organic decline partially offset by contribution from the acquisition.

In the second quarter of fiscal year 2026, on a sequential basis, we expect similar revenue and slightly lower operating margin due to higher contribution from Custom Biogenic Systems and increased tariff costs.

Engraving Group

	Three Months Ended September 30,						%
(In thousands, except percentages)	2025			2024			Change
Net sales	$	35,840		$	33,363			7.4	%
Income from operations		6,537			5,824			12.2	%
Operating income margin		18.2	%		17.5	%

Net sales in the first quarter of fiscal year 2026 increased by $2.5 million, or 7.4%, when compared to the prior year quarter. Organic sales increased by $1.8 million, or 5.6%, due to improved demand in Europe. Foreign currency negative impacts on net sales were $0.6 million, or 1.9%.

Income from operations in the first quarter of fiscal year 2026 increased by $0.7 million, or 12.2%, when compared to the prior year quarter. The operating income increase was driven by organic sales increase and the realization of previously announced productivity initiatives and restructuring actions.

In the second quarter of fiscal year 2026, on a sequential basis, we expect moderately lower sales and slightly lower operating margin due to project timing.

Specialty Solutions Group

	Three Months Ended September 30,						%
(In thousands, except percentages)	2025			2024			Change
Net sales	$	21,694		$	21,145			2.60	%
Income from operations		2,889			3,548			(18.6	%)
Operating income margin		13.3	%		16.8	%

Net sales in the first quarter of fiscal year 2026 increased by $0.5 million, or 2.6%, when compared to the prior year quarter primarily due to slightly improved demand in the Hydraulics business.

Income from operations in the first quarter of fiscal year 2026 decreased $0.7 million, or 18.6%, when compared to the prior year quarter, due to the higher tariff costs which have been partly offset by increased pricing.

In the second quarter of fiscal year 2026, on a sequential basis, we expect slightly higher revenue and operating margin.

Corporate and Other

	Three Months Ended September 30,				%
(In thousands, except percentages)	2025		2024		Change
Income (loss) from operations:
Corporate	$	9,940	$	8,133		22.2	%
Acquisition related costs		433		1,840		(76	%)
Restructuring costs		5,997		1,086		452.2	%

Corporate expenses in the first quarter of fiscal year 2026 increased as compared to the prior year periods primarily due to increase in variable compensation, employee medical costs and professional fees.

The restructuring and acquisition related costs have been discussed above in the Company Overview.

Discontinued Operations

In pursuing our business strategy, we may divest certain businesses. Future divestitures may be classified as discontinued operations based on their strategic significance to the Company. Net income (loss) from discontinued operations was less than $0.1 million for the three months ended September 30, 2025 and less than $0.1 million for the three months ended September 30, 2024.

Liquidity and Capital Resources

At September 30, 2025, our total cash balance was $98.7 million, of which $78.9 million was held by foreign subsidiaries. The amount and timing of cash repatriation is dependent upon foreign exchange rates and each business unit’s operational needs including requirements to fund working capital, capital expenditure, and jurisdictional tax payments. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to capital controls; however, those balances are generally available without legal restrictions to fund ordinary business operations.

Net cash provided by continuing operating activities for the three months ended September 30, 2025, was $16.8 million compared to net cash provided by continuing operating activities of $17.5 million in the prior year. We generated $26.3 million from income statement activities and used $9.5 million of cash to fund working capital and other balance sheet increases. Cash flow used in investing activities for the three months ended September 30, 2025 totaled $6.4 million and consisted primarily of cash used for capital expenditures. Cash used for financing activities for the three months ended September 30, 2025 totaled $15.5 million and consisted primarily of repayments of borrowings of $8.0 million, cash paid for dividends of $3.8 million and activity under share-based payment plans of $1.1 million.

Under the terms of the Credit Facility, we pay a variable rate of interest and a commitment fee on borrowed amounts as well as 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 funded debt to EBITDA (as defined in the agreement) ratio at the last day of each quarter. As our funded debt to EBITDA ratio increases, the commitment fee increases.

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, are maintained), and other general corporate purposes.

During the second quarter of fiscal year 2025, we entered into a $250 million 364-day term loan with existing lenders. Also, during the period, we converted the 364-day term loan into an exercise of the accordion feature under our existing credit facilities. In connection with the conversion of the loan, we entered into a Second Amendment to Third Amended and Restated Credit Agreement. This amendment expanded the total available credit under the Revolving Credit Agreement from $500 million to $825 million. As of September 30, 2025, we used $1.9 million against the letter of credit sub-facility and had the ability to borrow $197.6 million under the facility based on our current trailing twelve-month EBITDA. The facility contains customary representations, warranties and restrictive covenants, as well as specific financial covenants. Current financial covenants under the facility are as follows:

Interest Coverage Ratio We are 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. The facility also allows for unlimited non-cash purchase accounting and goodwill adjustments. At September 30, 2025, the Interest Coverage Ratio was 4.62:1.

Leverage Ratio The 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 September 30, 2025, the leverage ratio was 2.62:1.

As of September 30, 2025, we had borrowings under our facility of $544.6 million. In order to manage our interest rate exposure on these borrowings, we are party to $225 million of active floating to fixed rate swaps. These swaps convert our interest payments from SOFR to a weighted average fixed rate of 3.48%. The effective rate of interest for our outstanding borrowings, including the impact of the interest rate swaps, was 6.10%.

Our primary cash requirements in addition to day-to-day operating needs include interest payments, capital expenditures, acquisitions, share repurchases, and dividends. Our primary sources of cash for these requirements are cash flows from continuing operations and borrowings under the facility. We expect fiscal year 2026 capital spending to be between $33.0 million and $38.0 million. We expect that fiscal year 2026 depreciation and amortization expense will be between $24.0 million and $26.0 million and $15.5 million and $17.5 million, respectively.

The following table sets forth our capitalization:

(In thousands)	September 30, 2025			June 30, 2025
Long-term debt	$	544,623		$	552,515
Less cash and cash equivalents		(98,653	)		(104,542	)
Net (cash) debt		445,970			447,973
Total stockholders' equity		707,659			711,677
Total capitalization	$	1,153,629		$	1,159,650

We sponsor a number of defined benefit and defined contribution retirement plans. The U.S. pension plan is frozen for substantially all participants. We have evaluated the current and long-term cash requirements of these plans, and our existing sources of liquidity are expected to be sufficient to cover required contributions under ERISA and other governing regulations.

The fair value of our U.S. defined benefit pension plan assets was $149.7 million at September 30, 2025, as compared to $146.4 million at the most recent measurement date, which occurred as of June 30, 2025. The next measurement date to determine plan assets and benefit obligations will be on June 30, 2026.

Contributions of $1.3 million and $3.4 million were made during the three months ended September 30, 2025 and 2024, respectively. We expect to pay $5.7 million in contributions to our defined benefit plans during the remainder of fiscal year 2026 comprising of $5.4 million and $0.3 million to our unfunded defined benefit plans in the U.S. and Germany, respectively. There are no required contributions to the plans in Japan or the U.K. Any subsequent plan contributions will depend on the results of future actuarial valuations.

We have an insurance program in place to fund supplemental retirement income benefits for two retired executives. Current executives and new hires are not eligible for this program. At September 30, 2025, the underlying policies had a cash surrender value of $6.5 million and are reported net of loans of $2.7 million for which we have the legal right of offset, these amounts are reported net on our balance sheet.

Other Matters

Tariff – Several of our segments may be impacted by recent tariff announcements. While we cannot predict the impact of potential new tariffs on global trade and economic growth, our regional presence, strong customer relationships, and our disciplined approach to pricing and productivity actions position us well to manage through these challenges. We monitor the regulatory environment and continue to make adjustments whenever it is deemed necessary. Most of our supply chain is strategically located to service regional demand. We plan to continue to invest in our key strategic growth priorities while closely managing our cost structure and driving productivity and pricing actions and seeking alternate sources of supply to further reduce the impact of tariffs as appropriate.

Inflation – Certain of our expenses, such as wages and benefits, occupancy costs, freight and equipment repair and replacement, are subject to normal inflationary pressures. Inflation for medical costs can impact both our employee benefit costs as well as our reserves for workers' compensation claims. We monitor the inflationary rate and make adjustments to reserves whenever it is deemed necessary. Our ability to control worker compensation insurance medical cost inflation is dependent upon our ability to manage claims and purchase insurance coverage to limit our maximum exposure. Each of our segments is subject to the effects of changing raw material costs caused by the underlying commodity price movements. We have experienced price fluctuations for a number of materials including rhodium, steel, and other metal commodities. These materials are some of the key elements in the products manufactured in these segments. Wherever possible, we will implement price increases to offset the impact of changing prices. The ultimate acceptance of these price increases will be impacted by our affected divisions’ respective competitors and the timing of their price increases. In general, we do not enter into purchase contracts that extend beyond one operating cycle. While Standex considers our relationship with our suppliers to be good, there can be no assurances that we will not experience any supply shortage.

Foreign Currency Translation – Our primary functional currencies used by our non-U.S. subsidiaries are the Euro, British Pound Sterling (Pound), Japanese (Yen), Peso, Chinese (Yuan) and Indian (Rupee).

Defined Benefit Pension Plans – We record expenses related to these plans based upon various actuarial assumptions such as discount rates, mortality rates, and assumed rates of returns. Our pension plan is frozen for substantially all eligible U.S. employees and participants in the plan ceased accruing future benefits.

Environmental Matters – To the best of our knowledge, we believe that we are presently in substantial compliance with all existing applicable environmental laws and regulations and do not anticipate any instances of non-compliance that will have a material effect on our future capital expenditures, earnings or competitive position.

Seasonality – We are a diversified business with generally low levels of seasonality.

Employee Relations – We have labor agreements with several union locals in the United States and several European employees belong to European trade unions.

Critical Accounting Policies

The condensed consolidated financial statements include the accounts of Standex International Corporation and all of its subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying condensed consolidated financial statements. Although we believe that materially different amounts would not be reported due to the accounting policies adopted, the application of certain accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Our Annual Report on Form 10-K for the year ended June 30, 2025 lists a number of accounting policies which we believe to be the most critical.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

We are exposed to market risks from changes in interest rates, commodity prices and changes in foreign currency exchange. To reduce these risks, we selectively use, from time to time, financial instruments and other proactive management techniques. We have internal policies and procedures that place financial instruments under the direction of the Treasurer and restrict all derivative transactions to those intended for hedging purposes only. The use of financial instruments for trading purposes (except for certain investments in connection with the non-qualified defined contribution plan) or speculation is strictly prohibited. No majority-owned subsidiaries are excluded from the consolidated financial statements. Further, we have no interests in or relationships with any special purpose entities.

Exchange Rate Risk

We are exposed to both transactional risk and translation risk associated with exchange rates. The transactional risk is mitigated, in large part, by natural hedges developed with locally denominated debt service on intercompany accounts. We also mitigate certain of our foreign currency exchange rate risks by entering into forward foreign currency contracts from time to time. The contracts are used as a hedge against anticipated foreign cash flows, such as loan payments, customer remittances, and materials purchases, and are not used for trading or speculative purposes. The fair values of the forward foreign currency exchange contracts are sensitive to changes in foreign currency exchange rates, as an adverse change in foreign currency exchange rates from market rates would decrease the fair value of the contracts. However, any such losses or gains would generally be offset by corresponding gains and losses, respectively, on the related hedged asset or liability. At September 30, 2025 the fair value, in the aggregate, of our open foreign exchange contracts was a liability of $0.5 million.

Our primary translation risk is with the Euro, British Pound Sterling, Peso, Japanese Yen and Chinese Yuan. A hypothetical 10% appreciation or depreciation of the value of any these foreign currencies to the U.S. Dollar at September 30, 2025, would not result in a material change in our operations, financial position, or cash flows. We hedge our most significant foreign currency translation risks primarily through cross currency swaps and other instruments, as appropriate.

Interest Rate Risk

Our effective interest rate on borrowings was 6.10% at September 30, 2025. Our interest rate exposure is limited primarily to interest rate changes on our variable rate borrowings (currently based on a rolling 1-month SOFR) and is partially mitigated by our use of an interest rate swap agreement to modify our exposure to interest rate movements. At September 30, 2025, we have $225 million of active floating to fixed rate swaps with terms through August 2028. These swaps convert our interest payments from a SOFR-based rate to a fixed rate of 3.48% on $225 million of debt. At September 30, 2025, the fair value, in the aggregate, of the interest rate swaps was a liability of $1.1 million. A 25-basis point increase in interest rates would increase our annual interest expense by approximately $0.9 million.

Concentration of Credit Risk

We have a diversified customer base. As such, the risk associated with concentration of credit risk is inherently minimized. As of September 30, 2025, no one customer accounted for more than 5% of our consolidated outstanding receivables or of our sales.

Commodity Prices

We are exposed to fluctuating market prices for all commodities used in our manufacturing processes. Each of our segments is subject to the effects of changing raw material costs caused by the underlying commodity price movements. In general, we do not enter into purchase contracts that extend beyond one operating cycle. While Standex considers our relationship with our suppliers to be good, there can be no assurances that we will not experience any supply shortage.

The Engineering Technologies, Specialty Solutions, and Electronics segments are sensitive to price increases for steel and aluminum products, other metal commodities such as rhodium and copper, and petroleum-based products. We have experienced price fluctuations for a number of materials including rhodium, steel, and other metal commodities. These materials are some of the key elements in the products manufactured in these segments. Wherever possible, we will implement price increases to offset the impact of changing prices. The ultimate acceptance of these price increases, if implemented, will be impacted by our affected divisions’ respective competitors and the timing of their price increases.

ITEM 4. CONTROLS AND PROCEDURES

At the end of the period covered by this Report, the management of the Company, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025 in ensuring that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms, and 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 was no change in the Company's internal control over financial reporting during the quarterly period ended September 30, 2025 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(c)	The following table provides information about purchases by the Company of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:

Issuer Purchases of Equity Securities⁽¹⁾

Quarter Ended September 30, 2025

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or appropriate dollar value) of shares (or units) that may yet be purchased under the plans or programs
July 1, 2025 - July 31, 2025		107	$	166.64		107	$	27,794

August 1, 2025 - August 31, 2025		17,685		210.48		17,685		24,072

September 1, 2025 - September 30, 2025		-		-		-		24,072

Total		17,792		-		17,792	$	24,072

⁽¹⁾

The Company has a Stock Buyback Program (the “Program”) which was originally announced on January 30, 1985 and most recently amended on April 28, 2022. Under the Program, the Company is authorized to repurchase up to an aggregate of $200 million of its shares. Under the program, purchases may be made from time to time on the open market, including through 10b5-1 trading plans, or through privately negotiated transactions, block transactions, or other techniques in accordance with prevailing market conditions and the requirements of the Securities and Exchange Commission. The Board’s authorization is open-ended and does not establish a timeframe for the purchases. The Company is not obligated to acquire a particular number of shares, and the program may be discontinued at any time at the Company’s discretion.

ITEM 5. 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 September 30, 2025.

Item 6. Exhibits

(a)

Exhibits

		Incorporated
Exhibit		by Reference		Filed
Number	Exhibit Description	Form	Date	Herewith
31.1	Principal Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X

31.2	Principal Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X

32	Principal Executive Officer and Principal Financial Officer Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			X

101	The following materials from this Quarterly Report on Form 10-Q, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (loss), (iv) Unaudited Condensed Consolidated Statements of Stockholders' Equity, (v) Unaudited Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.			X

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).			X

ALL OTHER ITEMS ARE INAPPLICABLE

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		STANDEX INTERNATIONAL CORPORATION

Date:	October 31, 2025	/s/ ADEMIR SARCEVIC
		Ademir Sarcevic
		Vice President/Chief Financial Officer
		(Principal Financial & Accounting Officer)

Date:	October 31, 2025	/s/ DANIELLE RANGEL
		Danielle Rangel
		Vice President/Chief Accounting Officer

STANDEX INTERNATIONAL CORP/DE/ 10-Q