CESARIO FRANK sold SGMA

Footnotes

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.