[Form 4] Astronics Corp Insider Trading Activity

Rhea-AI Filing Summary

Mark Peabody, Executive VP & President - Aerospace at Astronics Corp. (ATRO), reported changes in his beneficial ownership on Form 4. The filing shows transactions dated 08/13/2025 including dispositions: 450 shares of common stock and 183,994 shares of Class B stock. The report lists his remaining direct holdings and outstanding equity awards, including multiple stock options exercisable through 2033 and several restricted stock unit grants tied to average annual adjusted EBITDA performance periods spanning 2023–2027, with vesting ranges specified. The form is signed by Julie Davis as Power of Attorney for Mr. Peabody.

Positive

• Continued alignment via performance-based RSUs with vesting tied to average annual adjusted EBITDA over specified periods
• Substantial long-dated option holdings (exercisable through 2033) maintain executive exposure to future share price appreciation

Negative

• Large Class B share disposition of 183,994 shares on 08/13/2025, which may materially reduce insider's Class B stake
• Form does not specify transaction purpose or counterparty, limiting clarity about whether sale was routine, personal liquidity, or other

Insights

Corporate Governance Expert

TL;DR: Insider reported significant Class B share disposition and routine option/RSU holdings tied to performance metrics.

The Form 4 discloses a sizeable disposition of 183,994 Class B shares and a smaller disposition of 450 common shares on 08/13/2025. The filing also catalogs numerous outstanding stock options with exercise prices from $9.74 to $35.61 and expirations through 12/07/2033, plus restricted stock units whose vesting depends on average annual adjusted EBITDA over defined multi-year periods. From a governance perspective, the use of a Power of Attorney for signature is common; the performance-based RSUs indicate alignment of executive compensation with company EBITDA targets.

Securities Analyst

TL;DR: Reported dispositions are material in size for an insider; remaining equity exposure includes long-dated options and performance RSUs.

The disclosure of a large Class B share disposal may change the insider's voting/ownership profile depending on prior holdings (not provided). The schedule of outstanding options and performance-based RSUs shows ongoing incentive exposure through 2028–2033. No exercise or purchase prices for the 08/13/2025 transactions are reported beyond the zero-dollar price for one line, and the filing does not state the counterparty or purpose of the dispositions.

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
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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^*

PEABODY MARK

(Last) (First) (Middle)

130 COMMERCE WAY

(Street)

EAST AURORA NY 14052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASTRONICS CORP [ ATRO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP & Pres-Aerospace

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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
$.01 PV Com Stk	08/13/2025		G		450	D	$0	49,544.73	D
$.01 PV CL B STK								183,994	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
Option	$27.72							12/03/2016	12/03/2025	$.01 PV Com Stk	4,500		4,500	D
Option	$27.72							12/03/2016	12/03/2025	$.01 PV CL B STK	1,451		1,451	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV Com Stk	4,820		4,820	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV CL B STK	723		723	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Com Stk	7,010		7,010	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV CL B STK	1,052		1,052	D
Option	$31.57							12/13/2019	12/13/2028	$.01 PV Com Stk	9,280		9,280	D
Option	$30.04							12/09/2020	12/09/2029	$.01 PV Com Stk	13,600		13,600	D
Option	$14.45							01/22/2022	01/22/2031	$.01 PV Com Stk	20,250		20,250	D
Option	$11.13							12/09/2022	12/09/2031	$.01 PV Com Stk	24,500		24,500	D
Option	$9.74							12/16/2023	12/16/2032	$.01 PV Com Stk	26,700		26,700	D
Restricted Stock Unit	(1)							(2)	(2)	$.01 PV Com Stk	15,900		15,900	D
Restricted Stock Unit	(1)							(3)	(3)	$.01 PV Com Stk	10,850		10,850	D
Option	$15.15							12/07/2024	12/07/2033	$.01 PV Com Stk	8,300		8,300	D
Restricted Stock Unit	(1)							(4)	(4)	$.01 PV Com Stk	15,150		15,150	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

2. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2024- December 31, 2026. The "target" number of restricted stock units is reported. Between 50% and 150% of the target number of units may vest on February 22, 2027, with the vesting percentage determined based on actual performance.

3. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2023- December 31, 2025. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on February 23, 2026, with the vesting percentage determined based on actual performance.

4. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2025- December 31, 2027. The "target" number of restricted stock units is reported. Between 50% and 150% of the target number of units may vest on February 27, 2028, with the vesting percentage determined based on actual performance.

Remarks:

	/s/Julie Davis, as Power of Attorney for Mark Peabody	08/28/2025
	** 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 transactions did Mark Peabody report for ATRO on Form 4?

The filing reports dispositions on 08/13/2025 of 450 common shares and 183,994 Class B shares.

Are there outstanding equity awards for Mark Peabody at Astronics (ATRO)?

Yes. The Form 4 lists multiple stock options with exercise prices from $9.74 to $35.61 and expirations through 12/07/2033, plus restricted stock units tied to EBITDA performance periods.

Do the restricted stock units have performance conditions?

Yes. RSU vesting is tied to Astronics' average annual adjusted EBITDA for specified periods (e.g., 2023–2025, 2024–2026, 2025–2027) with stated vesting ranges.

Who signed the Form 4 for Mark Peabody?

The Form 4 is signed by Julie Davis, as Power of Attorney for Mark Peabody, dated 08/28/2025.

Does the Form 4 state the reason for the share dispositions?

No. The filing does not specify the purpose, counterparty, or proceeds details for the transactions.