AstroNova (ALOT) director cashes out 75K shares in merger
Rhea-AI Filing Summary
AstroNova, Inc. (ALOT) director Richard S. Warzala reported issuer-directed dispositions tied to the Orion merger. On August 26, 2026, he disposed of 75,711 shares of common stock at $29.00 per share under the merger agreement, leaving 0 directly held common shares. Two fully vested stock options covering an aggregate 10,000 shares were cancelled pursuant to the merger in exchange for cash payments of $53,750 and $72,750, each calculated using the $29.00 per-share merger consideration over the respective exercise prices.
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Insights
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Insider Trade Summary
Net Seller: 75,711 shares
Net Sell
3 txns
Insider
WARZALA RICHARD S
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Purchase) F2 | 5,000 | $10.75 | $54K |
| Disposition | Stock Option (Right to Purchase) F3 | 5,000 | $14.55 | $73K |
| Disposition | Common Stock F1 | 75,711 | $29.00 | $2.20M |
Holdings After Transaction:
Stock Option (Right to Purchase) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- 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 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.
- F3. Stock Option originally granted on December 5, 2017, which became fully vested on December 5, 2018, and was cancelled on the Transaction Date as provided for in the Merger Agreement in exchange for an aggregate cash payment of $72,750, 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.
Key Figures
Common shares disposed: 75,711 shares
Disposition price per common share: $29.00 per share
Common shares held following transaction: 0 shares
+5 more
8 metrics
Common shares disposed
75,711 shares
Disposition to issuer on August 26, 2026 under merger agreement
Disposition price per common share
$29.00 per share
Merger Consideration applied to 75,711 common shares
Common shares held following transaction
0 shares
Directly held AstroNova common stock after August 26, 2026 disposition
Cancelled option shares (June 4, 2018 grant)
5,000 shares
Fully vested stock option cancelled under merger agreement
Cash received for June 4, 2018 option cancellation
$53,750
Aggregate cash payment based on $29.00 Merger Consideration over $18.25 exercise price
Cancelled option shares (December 5, 2017 grant)
5,000 shares
Fully vested stock option cancelled under merger agreement
Cash received for December 5, 2017 option cancellation
$72,750
Aggregate cash payment based on $29.00 Merger Consideration over $14.45 exercise price
Merger Consideration per share
$29.00 per share
Per-share amount used to value common stock and option cancellations
Key Terms
Agreement and Plan of Merger, Merger Consideration, Stock Option, Common Stock, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Disposed of pursuant to that certain Agreement and Plan of Merger, dated"
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 Consideration financial
"the excess, if any, of $29.00 (the "Merger Consideration") over the per share"
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.
Stock Option financial
"Stock Option originally granted on June 4, 2018, which became fully vested"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
Common Stock financial
"aggregate number of shares of the Company's common stock, par value $0.05 per share"
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.
disposition to issuer financial
"transaction_action": "issuer disposition""
FAQ
What did ALOT director Richard S. Warzala report in this Form 4?
He reported issuer-directed dispositions on August 26, 2026, related to AstroNova’s merger, including the disposition of 75,711 common shares at $29.00 per share and the cancellation of two stock option grants in exchange for aggregate cash payments.
What happened to Warzala’s AstroNova (ALOT) stock options in this filing?
Two fully vested stock options covering 5,000 shares each were cancelled on the transaction date under the merger agreement. They were exchanged for cash payments of $53,750 and $72,750, respectively, based on the $29.00 per-share merger consideration above the option exercise prices.
What is the merger consideration referenced for AstroNova (ALOT)?
The filing references a $29.00 per-share Merger Consideration. This amount is used to calculate both the cash for the 75,711 common shares disposed of and the aggregate cash payments for the cancelled stock options, as provided in the merger agreement.
What is Warzala’s direct common stock holding in AstroNova (ALOT) after these transactions?
Following the reported disposition of 75,711 shares at $29.00 per share under the merger agreement, the Form 4 shows Richard S. Warzala with 0 shares of AstroNova common stock held directly after the transaction.
Which merger is linked to these AstroNova (ALOT) transactions?
The transactions are linked to the Agreement and Plan of Merger dated June 16, 2026 among AstroNova, Inc., Orion Merger Parent, Inc., and Orion MergerCo X, Inc., under which Warzala’s common shares and options were disposed of or cancelled for cash.
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