STANDEX INTERNATIONAL CORP/DE/

Unaudited Condensed Consolidated Statements of Operations

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity

** Unaudited Condensed Consolidated Statements of Cash Flows**

S****TANDEX INTERNATIONAL CORPORATION

Notes to Unaudited** **Condensed Consolidated Financial Statements

1) Management Statement

As of* September 30, 2026*, Standex International Corporation (“Standex” or the “Company”) is a diversified industrial manufacturer infour broad business segments: Electronics, Aerospace & Defense, Scientific, and Engraving & Hydraulics 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”). During thethird quarter of fiscal2026, the Company sold its Federal Industries display merchandising business. This business was previously a part of the Specialty Solutions segment. Following this divestiture, the Company realigned its businesses and made organizational changes to better allocate resources to support changes to its business strategy. This resulted in combining the Hydraulics business which was previously a part of the Specialty Solutions segment with the Engraving business to form the Engraving & Hydraulics segment. Additionally, the Engineering Technologies segment was renamed as the Aerospace & Defense segment to better reflect the markets served by this segment. Following these changes, the Company reviewed the quantitative and qualitative characteristics of its remaining businesses and determined that it hasfour reportable segments as noted in Note15. Accordingly, all periods presented have been revised to reflect the new reportable segments. The Other segment included in Note15 includes the results of the Company's divested Federal Industries display merchandising business.

All intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests in subsidiaries related to Standex’s ownership interests of less than100% 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. The Company evaluated subsequent events through the date and time the 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 thethree months ended* September 30, 2026and2025*, the cash flows for thethree months ended* September 30, 2026and2025*, and the financial position of Standex at* September 30, 2026*. The interim results arenot 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 informationnot misleading. The unaudited condensed consolidated financial statements and notes donot contain information which would substantially duplicate the disclosures contained in the audited annual consolidated financial statements and notes for the year ended* June 30, 2026*. The condensed consolidated balance sheet at* June 30, 2026* presented herein was derived from audited financial statements, but doesnot 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 Form10-K and in particular, the audited consolidated financial statements for the year ended* June 30, 2026*. 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 year2027* includes thetwelve-month period from* July 1, 2026to June 30, 2027.*

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 arenot readily apparent from other sources. These estimates assist in the identification and assessment of the accounting treatment necessary with respect to commitments and contingencies. Changes in underlying assumptions or conditions could cause estimates to differ which would impact the financial statements. The estimates and assumptions used in the preparation of the consolidated financial statements have considered the implications on the Company 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 isnot 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, 2026* and the issuance date of this quarterly report on Form10-Q.

Research and development expenditures are expensed as incurred. Total research and development costs, which are classified under selling, general, and administrative expenses, were $6.6 million and $6.2 million for thethree months ended* September 30, 2026* and2025, respectively.

Deal related costs include costs related to acquired businesses and other pending acquisitions. These costs consist of (i) deferred compensation arrangements and (ii) deal 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 donot include purchase accounting expenses, which the Company defines as acquired backlog and the step-up of inventory to fair value, or the amortization of the acquired intangible assets. Deal related costs for thethree months ended* September 30, 2026* and2025 were $0.4 million and $0.4 million, respectively.

During thefirst quarter of fiscal2027, the Company entered into a lease agreement for a new manufacturing facility in Missouri City, Texas. The initial lease term is approximately 10 years and is expected to commence upon substantial completion of the facility, which is currently under construction. The lease provides for aggregate base rental payments of approximately $24.1 million over the initial lease term and includestwo five-year renewal options. The Company hasnot recognized a right-of-use asset or lease liability related to the lease as of* September 30, 2026* because the lease hasnot commenced.

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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 doesnot believe that the adoption of recently issued standards had or* may*have a material impact on its consolidated financial statements or disclosures.

In* November 2024**,the FASB issued ASU2024-03, Income Statement - Reporting Comprehensive Income (Topic220): Expense Disaggregation Disclosures*. 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. Additionally, in* January 2025,the FASB issued ASU2025-01 to clarify the effective date of ASU2024-03. ASU2025-01 is effective for fiscal years beginning after December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027,with early adoption permitted. This ASU will be effective for the Company’s Form10*-K for fiscal2028 and Form10-Q filed thereafter. The Company is currently evaluating the impact this ASU* may*have on its financial statement disclosures.

In* November 2025**,the FASB issued ASU2025-09, Derivatives and Hedging (Topic815): Hedge Accounting Improvements. This ASU introducesfive* targeted improvements to better align hedge accounting with entities’ risk management activities. This ASU is effective for fiscal years beginning after* December 15, 2026,and interim periods within those annual reporting periods, with early adoption permitted. The amendments in this ASU are required to be applied on a prospective basis for all hedging relationships. The Company is currently evaluating the impact this ASU may*have on its financial statement disclosures.

In* September 2025**,the FASB issued ASU2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic350-40): 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 its consolidated financial statements.

In* December 2025**,the FASB issued ASUNo. 2025-11, Narrow-Scope Improvements (“ASU2025-11*”). The guidance in ASU2025-11 amends ASC Topic270, Interim Reporting, to provide clarity on the current interim reporting requirements and to require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity through the addition of the disclosure principle. The standard is effective for interim reporting periods within annual reporting periods beginning after* December 15, 2027,with early adoption permitted. Upon adoption, ASU2025-11 * may* be applied prospectively or retrospectively. The Company is currently evaluating when it will adopt the ASU2025-11 and the impact that the adoption may** *have on its consolidated financial statements, including related footnote disclosures.

2) 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 donot 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 Aerospace & Defense and Engraving & Hydraulics segments for highly customized customer products that haveno 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.

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Disaggregation of Revenue from Contracts with Customers

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

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

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

Contract Balances

Contract assets represent revenue recognized related to work completed butnot yet billed as of the reporting date. Contract liabilities are customer deposits for which revenue hasnot 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. Contract liabilities as of* September 30, 2026* and* June 30, 2026* were $1.8 million and $0.5 million, respectively.

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

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3) 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 arenot 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:

Level1 – 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.

Level2 – 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.

Level3 – Unobservable inputs based upon the Company’s best estimate of what market participants would use in pricing the asset or liability.

There wereno transfers of assets or liabilities between any levels of the fair value measurement hierarchy at* September 30, 2026* or* June 30, 2026*. 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):

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

4) Inventories

Inventories are comprised of the following (in thousands):

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 $3.3 million and $3.6 million for thethree months ended* September 30, 2026* and2025, respectively.

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5) Goodwill

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

6) 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 reasonably estimable.

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

**7)**Debt

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

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

At* September 30, 2026*, and* June 30, 2026*, the Company had $3.1 million standby letters of credit outstanding, primarily for insurance purposes and had the ability to borrow $168.5 million and $148.4 million, respectively, under the Facility. Funds borrowed under the Facility* maybe 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, 2026* and* June 30, 2026*.

8) Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

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9)** **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 the Company's Facility from a variable rate equal to1 month Secured Overnight Financing Rate (SOFR) to a weighted average fixed rate of 3.48% at* September 30, 2026*. The fair value of the swaps, recognized in accumulated other comprehensive loss, is as follows (in thousands, except percentages):

The Company reportedno losses for thethree months ended* September 30, 2026*, 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 loss into earnings as an adjustment to interest expense. Accumulated other comprehensive 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. The changes in the fair value of these contracts are recognized in earnings. At* September 30, 2026* and* June 30, 2026*, the Company had outstanding forward contracts related to hedging of intercompany loans that had an immaterial amount of net unrealized gain and loss, respectively. The notional amounts of the Company’s forward contracts are as follows (in thousands):

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

The table below presents the amount of gain (loss) recognized in comprehensive income on our derivative financial instruments (effective portion) designated as hedging instruments and their classification within comprehensive income for the periods ended (in thousands):

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

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10) 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):

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

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

11**) Income Taxes**

The Company's effective tax rate from continuing operations for thethree months ended* September 30, 2026* and2025 was 24.7% and 24.6%, respectively.

The tax rate was impacted in thethree months ended* September 30, 2026* and2025 by the following items: (i) the recognition of a discrete tax benefit related to equity compensation; (ii) variations in the geographic mix of earnings; (iii) foreign withholding taxes and (iv) federal tax credits related to research and development activities.

**12)**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:

For thethree months ended* September 30, 2026*,37,254 share awards were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. There wereno outstanding share awards that had an anti-dilutive effect for thethree months ended* September 30, 2025.*

Earnings available to common stockholders are the same for computing both basic and diluted earnings per share.

Performance stock units of 37,403 and 63,762 for thethree months ended* September 30, 2026* and2025, respectively, are excluded from the diluted earnings per share calculation as the performance criteria havenot been met.

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13**)**** Accumulated OtherComprehensiveL****oss**

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

14**) 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 doesnot 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.

15) Industry Segment Information

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

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

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Capital expenditures and depreciation and amortization expense by segment were as follows (in thousands):

Net sales include only transactions with unaffiliated customers and includeno intersegment sales. Income from operations by segment excludes interest expense and other non-operating (income) expense.

16) Restructuring

The Company continues to focus its efforts to reduce cost and improve productivity across its businesses, particularly through headcount reductions, facility closures, and consolidations. Restructuring expenses primarily related to headcount reductions and other cost saving initiatives. The Company has undertaken a number of initiatives that have resulted in severance, restructuring, and related charges. Related charges* mayincludethird* party assistance with analysis and implementation of these activities, write off of leases and other equipment, and relocation expenses.

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

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

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The Company’s total restructuring expenses by segment are as follows:

Restructuring expense is expected to be approximately $1.6 million for the remainder of fiscal year2027.

17) Redeemable Noncontrolling Interest

On* June 26, 2026,the Company and the Narayan noncontrolling interest holders entered into a Securities Purchase Agreement, pursuant to which the Company agreed to acquire the remaining 9.90% of the outstanding capital stock of Narayan from the Narayan noncontrolling shareholders for aggregate cash consideration of approximately $64.0 million. The closing of this transaction occurred on July 2, 2026.*

18) Divestiture

On* March 5, 2026,the Company closed on the sale of and divested Federal Industries ("Federal"), its display merchandising business to athird* party for cash proceeds of $68.3 million, net of cash retained and subject to customary adjustments for net working capital, cash and indebtedness. The divestiture doesnot represent a strategic shift that has a major effect on the Company’s operations and financial results and, therefore, its results are included in continuing operations on the Company's Consolidated Statements of Operations. The net income of the disposal group through the completion date is included in the Company's Consolidated Statements of Operations. The pre-tax income for Federal was $2.0 million for thethree months ended* September 30, 2025.*

During thethree months ended* September 30, 2026*, the Company finalized the post-closing purchase price adjustment provided for under the purchase agreement. Pursuant to a settlement agreement with the buyer, the Company agreed to pay $0.9 million in settlement of the final closing statement and related purchase price adjustment. Accordingly, during thethree months ended* September 30, 2026*, the Company recorded a $0.9 million reduction to the previously recognized pre-tax gain on divestiture.

The table below summarizes the components of the transaction and the resulting gain on divestiture (in thousands):

In connection with the divestiture, the Company entered into a Transaction Services Agreement (TSA) to facilitate smooth operational transition. Under the agreement, following the divestiture date, the Company is providing payroll processing, travel and expense booking, finance, treasury and information technology support services for a period ofsix months unless earlier terminated or extended by the buyer. These services are to be provided at cost to the Company.

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