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Astec Industries names John Keating to its board

Astec described Keating as bringing more than 40 years of leadership in the construction materials industry.

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Form Type
8-K

Rhea-AI Filing Summary

Astec Industries, Inc. (ASTE) announced that director Linda Knoll intends to resign from the Board and all committees effective December 14, 2026; she notified the Board on October 29, 2026. The Board appointed John Keating as a director effective December 11, 2026, and also appointed him to the Audit Committee.

Keating’s initial term expires at Astec’s 2027 annual meeting. The Board determined that he qualifies as independent under Nasdaq requirements and Astec’s Corporate Governance Guidelines. He has served as a senior advisor to CRH since January 1, 2026, after serving in executive roles there from 2022 to 2026. He will receive the annual compensation Astec provides to other non-employee directors.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Resignation notice October 29, 2026 Date Linda Knoll notified the Board of her intention to resign
Resignation effective date December 14, 2026 Linda Knoll’s intended departure from the Board and its committees
Director appointment effective date December 11, 2026 John Keating’s appointment to the Board and Audit Committee
Initial term 2027 annual meeting John Keating’s initial Board term expires at this meeting
Industry leadership experience More than 40 years Construction materials industry, as described by the Board chairman
independent regulatory
"qualifies as “independent” under the requirements of the Nasdaq Stock Market LLC"
Audit Committee regulatory
"appointed Mr. Keating to the Board's Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
non-employee members of the Board financial
"annual compensation that the Company provides to other non-employee members of the Board"

FAQ

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Who is joining ASTE’s board?

ASTE appointed John Keating as a director effective December 11, 2026. The Board also appointed him to the Audit Committee, and his initial term expires at the 2027 annual meeting. The Board determined that he qualifies as independent under Nasdaq requirements and Astec’s Corporate Governance Guidelines.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 29, 2026
Astec A logo.jpg
Astec Industries, Inc.
(Exact name of registrant as specified in its charter)

Tennessee001-1159562-0873631
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)

1725 Shepherd Road, Chattanooga, Tennessee 37421
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (423) 899-5898


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:
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.20 par value)ASTEThe 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 (§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.
Resignation of Director
On October 29, 2026, Linda Knoll notified the Board of Directors (the "Board") of Astec Industries, Inc. (the "Company") of her intention to resign from the Board and all committees thereof, effective as of December 14, 2026. Ms. Knoll’s decision to resign was not the result of any disagreement between Ms. Knoll and the Company.

Appointment of Director
On October 30, 2026, the Board of the Company appointed Mr. John Keating as a member of the Board, effective December 11, 2026. Mr. Keating will serve for an initial term expiring at the 2027 annual meeting of stockholders. The Board also appointed Mr. Keating to the Board's Audit Committee, also effective December 11, 2026.

Mr. Keating, age 65, has served as a senior advisor to CRH plc ("CRH"), a leading provider of building materials solutions, since January 1, 2026. From 2022 to 2026, Mr. Keating served as Executive Vice President, Americas Materials Solutions and Leader, Global Domains Performance Initiative, North America & Europe of CRH. Prior to that, from 1994 to 2022, Mr. Keating held various positions of increasing responsibility in CRH's Americas Materials Solutions division and its predecessor businesses.

The Board has determined that Mr. Keating qualifies as "independent" under the requirements of the Nasdaq Stock Market LLC and the Company's Corporate Governance Guidelines. There are no arrangements or understandings with any person pursuant to which Mr. Keating was elected as a director of the Company. In addition, there are no transactions directly or indirectly involving Mr. Keating that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Keating will receive the annual compensation that the Company provides to other non-employee members of the Board.

A copy of the press release announcing the resignation of Ms. Knoll as a director and the appointment of Mr. Keating to the Board is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits
(d)Exhibits
99.1 
Press Release, dated November 3, 2026, issued by Astec Industries, Inc.
104 Cover Page Interactive Data File embedded within the Inline XBRL document



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.
Astec Industries, Inc.
Date: November 3, 2026By:/s/ Edward T. Gilbert Jr.
Edward T. Gilbert Jr.
General Counsel, Chief Compliance Officer & Corporate Secretary

asteclogo3.jpg
 NEWS RELEASE

ASTEC ANNOUNCES BOARD TRANSITION; APPOINTS JOHN KEATING TO BOARD OF DIRECTORS

CHATTANOOGA, Tenn. (November 3, 2026) – Astec Industries, Inc. (NASDAQ: ASTE) (the "Company") announced that Linda Knoll notified the Company’s board of directors (the "Board") of her intention to resign from the Board, effective December 14, 2026, and the Board appointed Mr. John Keating as a new independent director to the Board, effective as of December 11, 2026. Mr. Keating will serve as a member of the Audit Committee of the Board.

Mr. Mark Gliebe, Chairman of Astec's Board of Directors, said, "On behalf of the Board, I thank Linda for her dedicated service and significant contributions to Astec and our shareholders over the past four and a half years. We are also pleased to welcome John Keating, whose more than 40 years of leadership in the construction materials industry will be a valuable addition to the Board."

Mr. Keating served as Executive Vice President, Americas Materials Solutions and Leader, Global Domains Performance Initiative, North America & Europe of CRH plc
("CRH"), a leading provider of building materials solutions, from 2022 to 2026. Earlier this year, he transitioned to a role as a senior advisor to CRH. From 1994 to 2022, Mr. Keating held various positions of increasing responsibility in CRH’s Americas Materials Solutions division and its predecessor businesses.

About Astec

Astec, (www.astecindustries.com), is a manufacturer of specialized equipment for asphalt road building, aggregate processing and concrete production. Astec's manufacturing operations are divided into two primary business segments: Infrastructure Solutions that includes road building, asphalt and concrete plants, thermal and storage solutions; and Materials Solutions that includes our aggregate processing equipment. Astec also operates a line of controls and automation products designed to deliver enhanced productivity through improved equipment performance.

For Additional Information Contact:
Steve Anderson
Senior Vice President of Administration and Investor Relations
Phone: (423) 899-5898
Fax: (423) 899-4456
E-mail: sanderson@astecindustries.com
1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

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