AstroNova (NASDAQ: ALOT) allows cash settlement of executive awards

Rhea-AI Filing Summary

AstroNova, Inc. updated the structure of certain executive incentive awards. On April 10, 2026, the company entered into Stock-Settled Performance Award Amendment Agreements with its President and CEO Jorik Ittmann, CFO Thomas DeByle, Senior VP–Aerospace Thomas Carll, and CTO Michael Natalizia.

The amendments allow the Human Capital and Compensation Committee to choose to settle these Stock Settled Performance Awards in cash instead of AstroNova common stock. All other terms of the existing performance awards remain unchanged.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

Stock Settled Performance Awards, Human Capital and Compensation Committee, common stock, NASDAQ Global Market

4 terms

Stock Settled Performance Awards financial

"The Amendment Agreements amend the terms of Stock Settled Performance Awards"

Human Capital and Compensation Committee financial

"at the discretion of the Human Capital and Compensation Committee of our Board"

common stock financial

"settled in cash, rather than shares of our common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

NASDAQ Global Market financial

"Common Stock, $0.05 Par Value | | ALOT | | NASDAQ Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 10, 2026

ASTRONOVA, INC.

(Exact name of registrant as specified in its charter)

Rhode Island		0-13200		05-0318215
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

600 East Greenwich Avenue

West Warwick, RI 02893

(Address of principal executive offices) (Zip Code)

(401) 828-4000

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Common Stock, $0.05 Par Value		ALOT		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 10, 2026, we entered into Stock-Settled Performance Award Amendment Agreements (the “Amendment Agreements”) with each of Jorik Ittmann, our President and Chief Executive Officer, Thomas DeByle, our Vice President, Chief Financial Officer and Treasurer, Thomas Carll, our Senior Vice President, General Manager–Aerospace, and Michael Natalizia, our Chief Technology Officer and Vice President–Technical & Strategic Alliances. The Amendment Agreements amend the terms of Stock Settled Performance Awards (“SSPAs”) previously issued to Messrs. Ittmann, DeByle, Carll and Natalizia to provide that, at the discretion of the Human Capital and Compensation Committee of our Board of Directors, the SSPAs may be settled in cash, rather than shares of our common stock. The Amendments do not vary any other terms of the SSPAs.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ASTRONOVA, INC.
Dated: April 16, 2026				By:		/s/ Thomas D. DeByle
						Thomas D. DeByle
						Vice President, Chief Financial Officer and Treasurer

FAQ

What executive compensation change did AstroNova (ALOT) disclose?

AstroNova amended certain Stock Settled Performance Awards for four senior executives. The change lets the board’s Human Capital and Compensation Committee decide whether to settle those awards in cash instead of common stock, while keeping all other award terms the same.

Which AstroNova (ALOT) executives are affected by the performance award amendments?

The amendments apply to awards held by President and CEO Jorik Ittmann, CFO and Treasurer Thomas DeByle, Senior Vice President–General Manager Aerospace Thomas Carll, and Chief Technology Officer and Vice President–Technical & Strategic Alliances Michael Natalizia.

Do AstroNova’s performance award amendments change vesting or performance terms?

The amendments only add flexibility to settle awards in cash instead of shares at the committee’s discretion. The filing states that the amendments do not vary any other terms of the existing Stock Settled Performance Awards for the affected executives.

Who decides if AstroNova (ALOT) awards are paid in cash or stock?

The Human Capital and Compensation Committee of AstroNova’s Board of Directors now has discretion to determine whether the affected Stock Settled Performance Awards will be settled in cash rather than shares of the company’s common stock, according to the disclosed amendment agreements.

What is the main purpose of AstroNova’s April 10, 2026 amendments?

The main purpose is to give AstroNova the option to settle certain executive Stock Settled Performance Awards in cash instead of issuing common stock. This added settlement choice applies only to specified executives and does not otherwise change their award terms.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB