Sec Form 4 Filing - CESARIO FRANK @ SIGMATRON INTERNATIONAL INC - 2025-07-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CESARIO FRANK 2. Issuer Name and Ticker or Trading Symbol SIGMATRON INTERNATIONAL INC [ SGMA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O SIGMATRON INTERNATIONAL INC., 2201 LANDMEIER RD 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2025 (Street) ELK GROVE VILLAGE, IL60007 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 2.93 07/28/2025 D( 1 ) 30,000 ( 2 ) 11/11/2034 Common Stock 30,000 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CESARIO FRANK C/O SIGMATRON INTERNATIONAL INC. 2201 LANDMEIER RD ELK GROVE VILLAGE, IL60007 Chief Financial Officer Signatures /s/ Gary R. Fairhead, as Attorney-in-Fact for Frank Cesario 07/28/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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

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