Astrotech (ASTC) prolongs rights plan to 2026 and reports 2025 vote results

Rhea-AI Filing Summary

Astrotech Corporation extended the duration of its stockholder rights plan. On December 12, 2025, the company entered into Amendment No. 3 to its Rights Agreement with Equiniti Trust Company, moving the Final Expiration Date of the rights to 5:00 p.m. New York City time on December 20, 2026, unless the date is further extended or the rights are earlier redeemed or exchanged under the agreement. All other terms of the rights plan remain the same.

The company also held its annual stockholder meeting on December 12, 2025, with 969,211 of 1,769,269 common shares entitled to vote represented in person or by proxy. Stockholders elected all director nominees and ratified the appointment of RBSM LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 935,627 votes for, 20,631 against, and 12,952 withheld.

Insights

Corporate governance analyst

Astrotech extends its rights plan to late 2026 and confirms board and auditor.

Astrotech Corporation has chosen to keep its stockholder rights plan in place longer by executing Amendment No. 3, which pushes the Final Expiration Date to December 20, 2026. A rights plan typically outlines how special rights attached to shares would function under certain ownership or control-change scenarios, and extending the date maintains the existing framework rather than letting it lapse.

The amendment leaves all other rights plan terms unchanged, so the main effect is the longer time horizon during which the current protections and mechanics apply. The document also confirms routine annual-meeting outcomes: all director nominees were elected and RBSM LLP was ratified as auditor for the fiscal year ending June 30, 2026 with 935,627 votes for, 20,631 against, and 12,952 withheld. These voting results indicate stockholder support for the board slate and audit firm under the present governance structure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 12, 2025

Astrotech Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-34426		91-1273737
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
1817 W. Braker Lane, Suite 400, Austin, Texas				78758
(Address of Principal Executive Offices)				(Zip Code)

(512) 485-9530

Registrant’s Telephone Number, Including Area Code

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication 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, $0.001 par value per share		ASTC		NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on December 21, 2022, Astrotech Corporation, a Delaware corporation (the “Company”), entered into a Rights Agreement (the “Rights Agreement”) with Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability company, as rights agent (the “Rights Agent”), as amended by that certain Amendment No. 1, entered into by and between the Company and the Rights Agent on December 18, 2023, and further amended by that certain Amendment No. 2, entered into by and between the Company and the Rights Agent on December 12, 2024.

On December 12, 2025, the Company entered into Amendment No. 3 to the Rights Agreement with the Rights Agent (the “Amendment”), which amends the Rights Agreement. The Amendment extends the Final Expiration Date (as defined in the Rights Agreement) to 5:00 P.M., New York City time, on December 20, 2026, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Agreement (the “Rights”) are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Agreement. All other terms and conditions of the Rights Agreement remain unchanged.

The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, as amended by the Amendment. The descriptions of the Rights Agreement, the previous amendments and the Amendment are qualified in their entirety by reference to the full text of the Rights Agreement, the previous amendments and the Amendment, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 respectively, and each of which is incorporated herein by reference.

Item 3.03. Material Modifications of Rights of Security Holders.

The information set forth under the caption “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On December 12, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”), pursuant to notice duly given, at 1817 West Braker Lane, Suite 400, Austin Texas 78758. Of the 1,769,269 shares of Company’s common stock, $0.001 par value per share (“Common Stock”), entitled to vote at the Annual Meeting, 969,211 shares were present in person or by proxy. The matters voted upon at the Annual Meeting and the results of such voting are set forth below:

Proposal 1 - Election of Directors

By the votes reflected below, our stockholders elected the following individuals to serve as directors to serve for the respective terms prescribed by the Company’s bylaws:

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Thomas B. Pickens III		290,435		206,277		N/A
Tom Wilkinson		267,997		228,715		N/A
Bob McFarland		279,950		216,762		N/A
Eric Stober		293,634		203,078		N/A
Charles Winn		292,049		204,663		N/A
John Halinski		294,672		202,040		N/A

Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm

By the votes reflected below, our stockholders ratified the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026:

Votes For		Votes Against		Votes Withheld		Broker Non-Votes
935,627		20,631		12,952		451,868

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Rights Agreement between the Company and Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent, dated as of December 21, 2022 (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 21, 2022).
4.2		Amendment No. 1 to Rights Agreement by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of December 18, 2023 (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).
4.3		Amendment No. 2 to Rights Agreement by and between the Company and Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent, dated as of December 12, 2024 (incorporated by reference to Exhibit 4.3 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 13, 2024).
4.4*		Amendment No. 3 to Rights Agreement dated as of December 12, 2025 to the Rights Agreement between the Company and Equiniti Trust Company, as Rights Agent, dated as of December 21, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith

SIGNATURES

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.

	Astrotech Corporation
December 17, 2025	By:	/s/ Thomas B. Pickens III
		Thomas B. Pickens III
		Chief Executive Officer, Chief Technology Officer and Chairman of the Board

FAQ

What governance change did Astrotech (ASTC) report on December 12, 2025?

Astrotech Corporation entered into Amendment No. 3 to its Rights Agreement with Equiniti Trust Company, extending the Final Expiration Date of the rights to 5:00 p.m. New York City time on December 20, 2026, unless further extended or earlier redeemed or exchanged under the agreement.

Did Astrotech change any other terms of its rights plan in this amendment?

No. The company stated that all other terms and conditions of the Rights Agreement remain unchanged, and the rights continue to be governed by the Rights Agreement as amended.

How many Astrotech (ASTC) shares were entitled to vote at the 2025 annual meeting, and how many were represented?

At the annual meeting held on December 12, 2025, there were 1,769,269 shares of common stock entitled to vote, and 969,211 shares were present in person or by proxy.

Were Astrotech’s director nominees elected at the 2025 annual meeting?

Yes. The company reported that stockholders elected all listed nominees, including Thomas B. Pickens III, Tom Wilkinson, Bob McFarland, Eric Stober, Charles Winn, and John Halinski, based on the vote totals disclosed for each nominee.

Which auditing firm did Astrotech (ASTC) stockholders ratify for the fiscal year ending June 30, 2026?

Stockholders ratified the appointment of RBSM LLP as Astrotech’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 935,627 votes for, 20,631 against, and 12,952 withheld.

Where can investors find the full text of Astrotech’s amended Rights Agreement?

The company attached the Rights Agreement and its amendments as exhibits, including Exhibit 4.4 for Amendment No. 3, and incorporated them by reference so investors can review the complete terms.