AstroNova (NASDAQ: ALOT) director cashes out in $29-per-share merger
Rhea-AI Filing Summary
AstroNova, Inc. (ALOT) director Mitchell I. Quain reported a series of dispositions on August 26, 2026 in connection with the company’s merger under an Agreement and Plan of Merger with Orion Merger Parent, Inc. and Orion MergerCo X, Inc. He disposed of 108,910 directly held common shares and 16,701 shares held in a trust at a per‑share merger consideration of $29.00, resulting in reported common-stock holdings of 0 shares both directly and indirectly. Two stock option awards for 5,000 shares each were cancelled pursuant to the Merger Agreement in exchange for cash payments of $53,750 and $75,500, reflecting the excess of the $29.00 merger consideration over their respective exercise prices.
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Insights
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Insider Trade Summary
Net Seller: 125,611 shares
Net Sell
4 txns
Insider
QUAIN MITCHELL I
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Purchase) F3 | 5,000 | $10.75 | $54K |
| Disposition | Stock Option (Right to Purchase) F4 | 5,000 | $15.10 | $76K |
| Disposition | Common Stock F1 | 108,910 | $29.00 | $3.16M |
| Disposition | Common Stock F2 | 16,701 | $29.00 | $484K |
Holdings After Transaction:
Stock Option (Right to Purchase) — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, Held in a trust of which the reporting person is a trustee)
Footnotes (4)
- F1. Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of June 16, 2026, by and among AstroNova, Inc. (the "Company"), Orion Merger Parent, Inc. ("Parent"), and Orion MergerCo X, Inc., a wholly owned subsidiary of Parent (as it may be amended from time to time, the "Merger Agreement").
- F2. Shares held in a trust of which the reporting person is a trustee were disposed of pursuant to the Merger Agreement.
- F3. Stock Option originally granted on June 4, 2018, which became fully vested at the Company's 2019 Annual Meeting of Shareholders, and was cancelled on the Transaction Date as provided for in the Merger Agreement in exchange for an aggregate cash payment of $53,750, representing an amount equal to the product of: (i) the aggregate number of shares of the Company's common stock, par value $0.05 per share (the "Common Stock") subject to such Stock Option multiplied by (ii) the excess, if any, of $29.00 (the "Merger Consideration") over the per share exercise price under such Stock Option.
- F4. Stock Option originally granted on May 17, 2017, which became fully vested on May 17, 2018, and was cancelled on the Transaction Date as provided for in the Merger Agreement in exchange for an aggregate cash payment of $75,500, representing an amount equal to the product of: (i) the aggregate number of shares of the Company's common stock, par value $0.05 per share (the "Common Stock") subject to such Stock Option multiplied by (ii) the excess, if any, of $29.00 (the "Merger Consideration") over the per share exercise price under such Stock Option.
Key Figures
Direct common shares disposed: 108,910 shares
Indirect common shares disposed (trust): 16,701 shares
Merger Consideration per common share: $29.00 per share
+5 more
8 metrics
Direct common shares disposed
108,910 shares
Common Stock disposition to issuer on August 26, 2026 pursuant to the Merger Agreement
Indirect common shares disposed (trust)
16,701 shares
Common Stock held in a trust, disposed on August 26, 2026 pursuant to the Merger Agreement
Merger Consideration per common share
$29.00 per share
Consideration used to calculate cash for common shares and options under the Merger Agreement
Stock option shares cancelled (June 4, 2018 grant)
5,000 shares
Stock Option cancelled on transaction date; originally granted June 4, 2018
Cash payment for June 4, 2018 option cancellation
$53,750
Aggregate cash equal to 5,000 shares times the excess of $29.00 over $18.25 exercise price
Stock option shares cancelled (May 17, 2017 grant)
5,000 shares
Stock Option cancelled on transaction date; originally granted May 17, 2017
Cash payment for May 17, 2017 option cancellation
$75,500
Aggregate cash equal to 5,000 shares times the excess of $29.00 over $13.90 exercise price
Common shares held after transaction
0 shares
Reported direct and indirect AstroNova common‑stock holdings following August 26, 2026 dispositions
Key Terms
Agreement and Plan of Merger, Merger Agreement, Merger Consideration, Disposition to issuer, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of June 16"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Agreement regulatory
"as it may be amended from time to time, the "Merger Agreement""
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Merger Consideration financial
"the excess, if any, of $29.00 (the "Merger Consideration") over the per share exercise"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Disposition to issuer financial
""D" transaction code description is "Disposition to issuer""
Stock Option (Right to Purchase) financial
"security_title": "Stock Option (Right to Purchase)""
FAQ
What transactions did ALOT director Mitchell I. Quain report on this Form 4?
He reported four dispositions on August 26, 2026: two sales of AstroNova common stock totaling 125,611 shares and the cancellation of two stock option grants covering 10,000 shares in total, all in connection with the closing of a merger.
What happened to Mitchell I. Quain’s AstroNova (ALOT) stock options?
Two stock option awards, each covering 5,000 shares of common stock, were cancelled on the transaction date under the Merger Agreement in exchange for aggregate cash payments of $53,750 and $75,500, based on the excess of the $29.00 merger consideration over their exercise prices.
What is Mitchell I. Quain’s reported AstroNova (ALOT) common‑stock holding after these transactions?
Following the reported dispositions on August 26, 2026, his reported holdings of AstroNova common stock are 0 shares held directly and 0 shares held indirectly through the trust referenced in the filing.
What merger is referenced in this AstroNova (ALOT) Form 4 filing?
The transactions are pursuant to an Agreement and Plan of Merger dated June 16, 2026 among AstroNova, Inc., Orion Merger Parent, Inc., and Orion MergerCo X, Inc., under which AstroNova common stock is converted into the right to receive $29.00 per share.
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