{"url_path":"/sec/sxi/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **         **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/310354/0001437749-26-022576-index.html","accession_number":"0001437749-26-022576","cik":"0000310354","ticker":"SXI","issuer_name":"STANDEX INTERNATIONAL CORP/DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/310354/0001437749-26-022576-index.html","primary_entity_key":"0000310354","primary_entity_name":"STANDEX INTERNATIONAL CORP/DE/"},"word_count":644,"has_tables":true,"body_markdown":"**Item 1.01**         **Entry into a Material Definitive Agreement.**\n\n \n\nOn October 28, 2024 (the “Original Closing Date”), Standex International Corporation, a Delaware corporation (“Standex”), through its wholly owned Singaporean subsidiary, Mold-Tech Singapore PTE LTD (“Mold-Tech Singapore”), acquired 90.10% of the capital stock of Narayan Powertech Private Limited, a private company incorporated under the laws of India (“Narayan”), pursuant to a Securities Purchase Agreement dated as of the Original Closing Date (the “Original Narayan Purchase Agreement”) by and among Standex, Mold-Tech Singapore, Narayan and the stockholders of Narayan (the “Narayan Selling Parties”), all as previously reported by Standex in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2024.\n\n \n\nPursuant to the Original Narayan Purchase Agreement, subject to receipt of regulatory approval from the Reserve Bank of India (“RBI”), Mold-Tech Singapore was to acquire the remaining 9.90% of the capital stock of Narayan from the Narayan Selling Parties in a second closing, in consideration for shares of Standex common stock (the “Share Swap”). Simultaneously with the execution of the Original Narayan Purchase Agreement, Standex, Mold-Tech Singapore and certain of the Narayan Selling Parties named therein (the “Narayan Minority Shareholders”) entered into a Shareholders’ Agreement dated as of the Original Closing Date (the “Shareholders’ Agreement”), which provided that if RBI approval for the Share Swap was not obtained by October 28, 2025, the remaining 9.90% of the outstanding capital stock of Narayan would instead become subject to put and call options exercisable in accordance with schedules set forth in the Shareholders’ Agreement, at a purchase price based on the greater of (a) the fair market value of the securities of Narayan as of the Original Closing Date and (b) a formula based on Narayan’s adjusted EBITDA for the twelve months prior to the exercise of any such put or call option.\n\n \n\nRBI approval for the Share Swap was not obtained by October 28, 2025. As a result, in accordance with the terms of the Shareholders’ Agreement, the put and call options described above became exercisable with respect to the remaining 9.90% of the outstanding capital stock of Narayan in lieu of the Share Swap.\n\n \n\nRather than exercising those put and call options, Standex, through Mold-Tech Singapore, and the Narayan Minority Shareholders determined to negotiate a direct sale of the remaining minority interest in Narayan. On June 26, 2026, Standex, through Mold-Tech Singapore, and the Narayan Minority Shareholders entered into a Securities Purchase Agreement (the “Second Narayan Purchase Agreement”), pursuant to which Mold-Tech Singapore agreed to acquire the remaining 9.90% of the outstanding capital stock of Narayan from the Narayan Minority Shareholders for aggregate cash consideration of approximately $64,000,000 (the “Second Narayan Transaction”), rather than pursuant to the put and call options under the Shareholders’ Agreement. The closing of the Second Narayan Transaction is expected to occur on July 2, 2026. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.\n\n \n\nThe foregoing description of the Second Narayan Purchase Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Second Narayan Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.\n\n \n\nThe Second Narayan Purchase Agreement has been filed herewith to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the parties thereto. The Second Narayan Purchase Agreement contains representations, warranties and covenants that the parties made to each other solely for purposes of that agreement, which may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, and no person should rely on such representations and warranties as statements of factual information at the time they were made or otherwise."}