ASTEC (NASDAQ: ASTE) CEO receives RSU grant and withholds shares for taxes

Rhea-AI Filing Summary

ASTEC INDUSTRIES INC Chief Executive Officer Jaco van der Merwe reported equity compensation activity involving the company’s common stock. On the award side, he acquired 19,194 shares through a grant/award under the company’s 2025 Equity Incentive Plan, at a stated price of $0.00 per share, increasing his direct holdings.

To cover related tax obligations, 3,377 shares of common stock were disposed of through a tax-withholding transaction at $58.72 per share, rather than an open‑market sale. After these transactions, he directly owned 109,559 shares of ASTEC INDUSTRIES INC common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Merwe Jaco van der

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,377	$58.72	$198K
Grant/Award	Common Stock	19,194	$0.00	--

Holdings After Transaction: Common Stock — 109,559 shares (Direct)

Footnotes (1)

1. Reported transaction is an annual grant of RSUs under the Company's 2025 Equity Incentive Plan. Shares withheld to satisfy applicable tax withholding obligation.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/20/2026

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	02/20/2026		A		19,194(1)	A	$0.00	112,936	D
Common Stock	02/21/2026		F		3,377(2)	D	$58.72	109,559	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

Explanation of Responses:

1. Reported transaction is an annual grant of RSUs under the Company's 2025 Equity Incentive Plan.

2. Shares withheld to satisfy applicable tax withholding obligation.

Remarks:

	/s/ Edward Terrell Gilbert, JR as attorney in fact for Jaco van der Merwe	02/23/2026
	** 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 insider transactions did ASTE’s CEO report on this Form 4?

The CEO reported an equity award and a related tax-withholding transaction. He received 19,194 common shares as a grant under the 2025 Equity Incentive Plan, and 3,377 shares were disposed of to satisfy tax obligations linked to this award.

How many ASTE shares were granted to the CEO in this filing?

The CEO received a grant of 19,194 ASTEC INDUSTRIES INC common shares. The filing notes this was an annual RSU grant under the company’s 2025 Equity Incentive Plan, reflecting routine equity-based compensation rather than an open‑market purchase.

What does the 3,377-share disposition by ASTE’s CEO represent?

The 3,377-share disposition is for tax withholding, not an open‑market sale. Shares were withheld to satisfy applicable tax obligations tied to the RSU grant, at a price of $58.72 per share, according to the Form 4 disclosure and footnotes.

How many ASTE shares does the CEO own after these transactions?

Following the reported grant and tax-withholding disposition, the CEO directly owns 109,559 ASTEC INDUSTRIES INC common shares. This figure reflects his updated post‑transaction beneficial ownership as disclosed in the Form 4 filing.

Were the ASTE CEO’s transactions open-market buys or sells?

Neither transaction was an open‑market trade. The CEO’s 19,194 shares came from an RSU grant, and 3,377 shares were withheld to cover tax liabilities, so no traditional open‑market buying or selling occurred in this Form 4.