Astec Industries (ASTE) GC awarded 2,803 shares, 487 withheld for tax

Rhea-AI Filing Summary

Astec Industries general counsel and corporate secretary Edward Terrell Jr reported two equity-related transactions in company common stock. On February 20, 2026, 487 shares were withheld at $57.44 per share to satisfy applicable tax withholding obligations.

On the same date, he received an annual grant of 2,803 restricted stock units under the company’s 2025 Equity Incentive Plan, increasing his directly held stake to 10,304 shares after the award.

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

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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^*

GILBERT EDWARD TERRELL JR

(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)
	GC & CORPORATE SECRETARY

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		F		487(1)	D	$57.44	7,501	D
Common Stock	02/20/2026		A		2,803(2)	A	$0.00	10,304	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. Shares withheld to satisfy applicable tax withholding obligation.

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

Remarks:

	/s/ Edward Terrell Gilbert JR	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).
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FAQ

What insider transactions did ASTE’s general counsel report on this Form 4?

Edward Terrell Jr reported two transactions in Astec Industries common stock. He had 487 shares withheld for taxes and received an annual grant of 2,803 restricted stock units under the 2025 Equity Incentive Plan, both dated February 20, 2026.

How many Astec Industries (ASTE) shares were withheld for taxes in this filing?

The filing shows 487 Astec Industries common shares were withheld. These shares satisfied an applicable tax withholding obligation at a price of $57.44 per share, reflecting a non-market, tax-related disposition rather than an open-market sale or discretionary trading decision.

What equity award did ASTE’s general counsel receive under the 2025 plan?

He received an annual grant of 2,803 restricted stock units. The award was made under Astec Industries’ 2025 Equity Incentive Plan and is reported at a transaction price of $0.00 per share, consistent with a compensatory stock-based grant rather than a purchase.

What is Edward Terrell Jr’s direct ASTE share ownership after these transactions?

After the tax withholding and the new grant, his direct ownership is reported as 10,304 common shares. Before the award, his directly held balance following the tax withholding transaction was 7,501 shares, with the 2,803-unit grant bringing it to 10,304.

Does this ASTE Form 4 show open-market buying or selling by the insider?

The filing does not show open-market buying or selling. It reports 487 shares withheld to cover tax obligations and a 2,803-share restricted stock unit grant, both typical administrative equity compensation transactions rather than discretionary trades in the open market.