Astec (ASTE) Insider Filing: Dividend RSUs and SERP Phantom Units Reported

Rhea-AI Filing Summary

Astec Industries insider transaction by CEO Jaco van der Merwe: On 08/29/2025 the reporting person acquired 143 shares of Astec common stock as dividend equivalents from prior RSU awards, bringing direct beneficial ownership to 93,589 shares. The filing also reports acquisition of phantom stock under Astec's supplemental executive retirement plan, described as units that mirror the cash value of common shares; the filing shows 5.2903 (phantom) acquired and 1,389.6605 phantom shares beneficially owned following the transaction. The phantom units become payable upon the officer's termination, either in a single lump sum or in up to 10 annual installments at the officer's election.

Positive

• Dividend-equivalent payout converted to 143 common shares, increasing the CEO's direct ownership to 93,589 shares
• Phantom stock accrual under the supplemental executive retirement plan provides executive retention and defers cash payout until termination

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation entries: dividend-equivalent RSU payout and accrual of SERP phantom units, payable at termination.

The Form 4 reflects standard non-cash compensation mechanics rather than market trades. The 143-share non-derivative acquisition stems from dividend equivalents on prior RSUs, increasing direct ownership to 93,589 shares, which modestly raises the CEO's stake. The reported phantom stock additions under the supplemental executive retirement plan create deferred cash-linked obligations equal to the value of underlying common stock; the filing discloses 5.2903 units acquired and 1,389.6605 units held post-transaction. These items are compensation-related and do not indicate open-market buying or selling pressure.

Compensation & Benefits Analyst

TL;DR: Compensation-driven increases: dividend equivalents realized and SERP accruals added, typical for senior executives.

The transaction makeup—dividend equivalents from RSUs plus phantom units under a SERP—matches common executive pay practices to retain leadership and defer payout. The phantom stock's payout terms

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Merwe Jaco van der

(Last) (First) (Middle)

1725 SHEPHERD RD

(Street)

CHATTANOOGA TN 37421

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASTEC INDUSTRIES INC [ ASTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/29/2025		A		143(1)	A	$0.00	93,589	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(2)	08/29/2025		A		5.2903		(2)	(3)	Common Stock	0.00	$0.00	1,389.6605	D

Explanation of Responses:

1. Represents dividend equivalents earned on the prior RSU grant awards.

2. Reflects acquisition of phantom stock under Astec's supplemental executive retirement plan. Each share of phantom stock represents the right to receive the cash value of one share of Astec common stock.

3. The shares of phantom stock become payable upon the reporting person's termination of service as an officer, in a single lump sum or in up to 10 annual installments, at the election of the reporting person.

Remarks:

	/s/ Edward Terrell Gilbert, JR as attorney in fact for Jaco van der Merwe	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ASTE CEO Jaco van der Merwe report on Form 4 dated 08/29/2025?

The Form 4 reports acquisition of 143 common shares as dividend equivalents and acquisition of phantom stock units under the supplemental executive retirement plan.

How many shares does Jaco van der Merwe beneficially own after the reported transaction?

The filing shows 93,589 shares of common stock beneficially owned following the reported non-derivative transaction.

What is the nature of the phantom stock reported in the ASTE Form 4?

Each phantom stock unit represents the right to receive the cash value of one share of Astec common stock and becomes payable upon the reporting person's termination, in a lump sum or up to 10 annual installments.

Were any open-market purchases or sales reported in this Form 4 for ASTE?

No open-market purchases or sales are reported; the common shares were acquired as dividend equivalents and the other items are phantom units under a retirement plan.

How many phantom stock units were shown as beneficially owned after the transaction?

The filing lists 1,389.6605 phantom stock units beneficially owned following the reported transaction.

Do the reported phantom shares immediately convert to cash or stock?

No; the phantom units are payable only upon the reporting person's termination of service, either in a single lump sum or in up to 10 annual installments at the reporting person’s election.