Frank Cesario - 28 Jul 2025 Form 4 Insider Report for SIGMATRON INTERNATIONAL INC (SGMA)

Role: Chief Financial Officer
Signature: /s/ Gary R. Fairhead, as Attorney-in-Fact for Frank Cesario
Issuer symbol: SGMA
Transactions as of: 28 Jul 2025
Net transactions value: $0
Form type: 4
Filing time: 28 Jul 2025, 16:01:14 UTC
Previous filing: 15 Nov 2024
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
CESARIO FRANK	Chief Financial Officer	C/O SIGMATRON INTERNATIONAL INC., 2201 LANDMEIER RD, ELK GROVE VILLAGE	/s/ Gary R. Fairhead, as Attorney-in-Fact for Frank Cesario	28 Jul 2025	0001267497

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SGMA	Stock Option (right to buy)	Disposed to Issuer		-30,000	-100%		0	28 Jul 2025	Common Stock	30,000	$2.93	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Frank Cesario is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 20, 2025, by and among SigmaTron International, Inc. (the "Company"), Transom Axis AcquireCo, LLC ("Parent") and Transom Axis MergerSub, Inc. ("Merger Sub"). Pursuant to the Merger Agreement, Parent and MergerSub launched a tender offer (the "Offer") for all outstanding shares of common stock of the Company (the "Shares") for an offer price of $3.02 per share in cash, without interest and less any required tax withholding (the "Offer Consideration"). On July 28, 2025, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the "Merger").
F2	Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company common stock (a "Company Option"), whether vested or unvested, that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") and that had a per share exercise price that was less than the Offer Consideration (an "In the Money Option") was automatically accelerated and became fully vested, was cancelled and automatically converted into the right to receive for each share of Company common stock underlying such Company Option, an amount (without interest and less any required tax withholding) in cash equal to the excess of the Offer Consideration over the per share exercise price of such Company Option. At the Effective Time, each Company Option that was not an In the Money Option and that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled without any consideration payable therefor.

Content

Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 20, 2025, by and among SigmaTron International, Inc. (the "Company"), Transom Axis AcquireCo, LLC ("Parent") and Transom Axis MergerSub, Inc. ("Merger Sub"). Pursuant to the Merger Agreement, Parent and MergerSub launched a tender offer (the "Offer") for all outstanding shares of common stock of the Company (the "Shares") for an offer price of $3.02 per share in cash, without interest and less any required tax withholding (the "Offer Consideration"). On July 28, 2025, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the "Merger").

Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company common stock (a "Company Option"), whether vested or unvested, that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") and that had a per share exercise price that was less than the Offer Consideration (an "In the Money Option") was automatically accelerated and became fully vested, was cancelled and automatically converted into the right to receive for each share of Company common stock underlying such Company Option, an amount (without interest and less any required tax withholding) in cash equal to the excess of the Offer Consideration over the per share exercise price of such Company Option. At the Effective Time, each Company Option that was not an In the Money Option and that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled without any consideration payable therefor.

Remarks:

Exhibit 24.1 - Power of Attorney