AstroNova (ALOT) CTO exits stake in $29-a-share merger cash-out
Rhea-AI Filing Summary
AstroNova, Inc. (ALOT) reports that Chief Technology Officer Michael J. Natalizia disposed of his equity interests in connection with a merger. On August 26, 2026, 47,632.3445 shares of common stock and multiple option and RSU awards were cancelled and cashed out under an Agreement and Plan of Merger at a $29.00 per‑share merger consideration, leaving no shares reported as directly held after these transactions.
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Insights
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Insider Trade Summary
Net Seller: 47,632.3445 shares
Net Sell
7 txns
Insider
Natalizia Michael J
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Purchase) F2 | 17,500 | $10.75 | $188K |
| Disposition | Restricted Stock Units F3 | 592 | $29.00 | $17K |
| Disposition | Restricted Stock Units F4 | 2,689 | $29.00 | $78K |
| Disposition | Restricted Stock Units F5 | 21,795 | $29.00 | $632K |
| Disposition | Restricted Stock Units F6 | 4,590 | $29.00 | $133K |
| Disposition | Performance-Based Restricted Stock Units F7 | 56 | $29.00 | $2K |
| Disposition | Common Stock F1 | 47,632.3445 | $29.00 | $1.38M |
Holdings After Transaction:
Stock Option (Right to Purchase) — 0 shares (Direct);
Restricted Stock Units — 0 shares (Direct);
Performance-Based Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (7)
- 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. Stock Option originally granted on June 4, 2018, which became fully vested on June 4, 2021, and was cancelled on the Transaction Date as provided for in the Merger Agreement in exchange for an aggregate cash payment of $188,125, 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.
- F3. Restricted Stock Units originally granted on June 10, 2024, which became fully vested and were cancelled on the Transaction Date as provided for in the Merger Agreement in exchange for an aggregate cash payment of $17,168, representing an amount equal to the number of shares of Common Stock underlying such Restricted Stock Units multiplied by the Merger Consideration.
- F4. Restricted Stock Units originally granted on April 14, 2025, which became fully vested and were cancelled on the Transaction Date as provided for in the Merger Agreement in exchange for an aggregate cash payment of $77,981, representing an amount equal to the number of shares of Common Stock underlying such Restricted Stock Units multiplied by the Merger Consideration.
- F5. Restricted Stock Units originally granted on August 15, 2025, which became fully vested and were cancelled on the Transaction Date as provided for in the Merger Agreement in exchange for an aggregate cash payment of $632,055, representing an amount equal to the number of shares of Common Stock underlying such Restricted Stock Units multiplied by the Merger Consideration.
- F6. Restricted Stock Units originally granted on February 26, 2026, which became fully vested and were cancelled on the Transaction Date as provided for in the Merger Agreement in exchange for an aggregate cash payment of $133,110, representing an amount equal to the number of shares of Common Stock underlying such Restricted Stock Units multiplied by the Merger Consideration.
- F7. Earned portion of Performance-Based Restricted Stock Units originally granted on April 18, 2022, which became fully vested and were cancelled on the Transaction Date as provided for in the Merger Agreement in exchange for an aggregate cash payment of $1,624, representing an amount equal to the number of shares of Common Stock determined to be subject to the earned and vested portion of the Performance-Based Restricted Stock Units multiplied by the Merger Consideration.
Key Figures
Common Stock Disposed: 47,632.3445 shares at $29.00 per share
Stock Option Shares Cancelled: 17,500 shares with $18.25 exercise price
Stock Option Cash Payment: $188,125 aggregate cash payment
+3 more
6 metrics
Common Stock Disposed
47,632.3445 shares at $29.00 per share
Disposition to issuer on August 26, 2026 under the merger agreement
Stock Option Shares Cancelled
17,500 shares with $18.25 exercise price
Option granted June 4, 2018, fully vested, cancelled on August 26, 2026
Stock Option Cash Payment
$188,125 aggregate cash payment
Calculated as 17,500 shares times (Merger Consideration $29.00 minus $18.25 exercise price)
RSUs June 10, 2024 Grant
592 shares; $17,168 aggregate cash
RSUs became fully vested and were cancelled on August 26, 2026 at $29.00 Merger Consideration
RSUs August 15, 2025 Grant
21,795 shares; $632,055 aggregate cash
RSUs became fully vested and were cancelled on August 26, 2026 at $29.00 Merger Consideration
Performance-Based RSUs Earned Portion
56 shares; $1,624 aggregate cash
Earned portion from April 18, 2022 grant, vested and cancelled on August 26, 2026 at $29.00 Merger Consideration
Key Terms
Agreement and Plan of Merger, Restricted Stock Units, Performance-Based Restricted Stock Units, Merger Consideration
4 terms
Agreement and Plan of Merger regulatory
"Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of June 16, 2026"
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.
Restricted Stock Units financial
"Restricted Stock Units originally granted on June 10, 2024, which became fully vested"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance-Based Restricted Stock Units financial
"Earned portion of Performance-Based Restricted Stock Units originally granted on April 18, 2022"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Merger Consideration financial
"multiplied by the Merger Consideration"
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.
FAQ
What insider transaction did ALOT report for Michael J. Natalizia?
AstroNova (ALOT) reported that CTO Michael J. Natalizia disposed of 47,632.3445 shares of common stock and multiple option and RSU awards on August 26, 2026, all cancelled and cashed out pursuant to a merger agreement at a $29.00 per‑share merger consideration.
What happened to Michael J. Natalizia’s stock options in ALOT?
A stock option for 17,500 shares, originally granted June 4, 2018 and fully vested in 2021, was cancelled on August 26, 2026 under the merger agreement in exchange for an aggregate cash payment of $188,125, based on a $29.00 per‑share merger consideration and a $18.25 exercise price.
How were ALOT restricted stock units for the CTO treated in the merger?
Restricted Stock Units and Performance-Based RSUs covering 29,722 underlying shares in total (592, 2,689, 21,795, 4,590 and 56 shares) became fully vested and were cancelled on August 26, 2026, with aggregate cash payments of $17,168, $77,981, $632,055, $133,110 and $1,624 respectively.
Did Michael J. Natalizia retain any AstroNova (ALOT) holdings after these Form 4 transactions?
For the reported positions, the Form 4 shows 0 shares following the disposition of the common stock, the option and the performance-based RSUs. The filing does not list any remaining derivative positions in its derivative holdings summary.
What merger agreement affected the ALOT insider’s equity awards?
The equity dispositions arose under an Agreement and Plan of Merger dated June 16, 2026 among AstroNova, Inc., Orion Merger Parent, Inc. and Orion MergerCo X, Inc. The agreement provided for cancellation of the insider’s stock, options and RSUs in exchange for cash based on a $29.00 per‑share merger consideration.
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