ATRO Form 4: 1,280-Share ESPP Purchase; Options and RSUs Disclosed

Rhea-AI Filing Summary

James Mulato, President of Astronics Test Systems and a reporting person for Astronics Corporation (ATRO), acquired 1,280 common shares on 09/30/2025 by exercising an Employee Stock Purchase Plan subscription, increasing his beneficial ownership to 32,511.822 shares of common stock and 1,066 shares of Class B stock. The filing lists multiple outstanding stock options with exercise prices from $9.74 to $35.61 and expiration dates through 12/07/2033, and several performance-based restricted stock unit awards whose vesting depends on average annual adjusted EBITDA for specified multi-year periods. The Form 4 was signed on behalf of Mr. Mulato by a power of attorney on 10/02/2025.

Positive

• Acquired 1,280 common shares via Employee Stock Purchase Plan on 09/30/2025
• Reporting person retains significant holdings through multiple stock options and restricted stock units (RSUs), indicating continued alignment with shareholder interests
• RSU vesting is tied to average annual adjusted EBITDA, linking compensation to company performance

Negative

• Filing shows numerous outstanding options and RSUs with expirations through 12/07/2033, which could result in future share dilution if exercised or settled

Insights

Corporate Governance Analyst

Insider exercised ESPP and retains broad equity incentive exposure

The filing confirms an ESPP exercise acquiring 1,280 common shares on 09/30/2025, a routine insider purchase reflecting continued ownership rather than a sale.

The report also lists numerous outstanding options and performance-based RSUs with vesting tied to average annual adjusted EBITDA over multi-year periods, and option expiration dates extending to 12/07/2033. These awards indicate ongoing incentive alignment but also represent potential future dilution if exercised or settled.

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).

1. Name and Address of Reporting Person^*

Mulato James

(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
	Officer (give title below)	X	Other (specify below)
			Pres Astronics Test Systems

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		1,280	A(1)	$16.6	32,511.822	D
$.01 PV CL B STK								1,066	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	4,300		4,300	D
Option	$27.72							12/03/2016	12/03/2025	$.01 PV CL B STK	1,387		1,387	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV Com Stk	6,560		6,560	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV CL B STK	984		984	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Com Stk	7,950		7,950	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV CL B STK	1,193		1,193	D
Option	$31.57							12/13/2019	12/13/2028	$.01 PV Com Stk	11,570		11,570	D
Option	$30.04							12/09/2020	12/09/2029	$.01 PV Com Stk	18,150		18,150	D
Option	$14.45							01/22/2022	01/22/2031	$.01 PV Com Stk	27,000		27,000	D
Option	$11.13							12/09/2022	12/09/2031	$.01 PV Com Stk	32,700		32,700	D
Option	$9.74							12/16/2023	12/16/2032	$.01 PV Com Stk	35,600		35,600	D
Option	$15.15							12/07/2024	12/07/2033	$.01 PV Com Stk	8,300		8,300	D
Restricted Stock Unit	(2)							(3)	(3)	$.01 PV Com Stk	18,550		18,550	D
Restricted Stock Unit	(2)							(4)	(4)	$.01 PV Com Stk	11,500		11,500	D
Restricted Stock Unit	(2)							(5)	(5)	$.01 PV Com Stk	17,700		17,700	D

Explanation of Responses:

1. Acquired shares via exercise of subscription agreement under Employee Stock Purchase Plan.

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

3. 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.

4. 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.

5. 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 James Mulato	10/02/2025
	** 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 James Mulato report on the Form 4 for ATRO?

He reported acquiring 1,280 common shares via exercise of an Employee Stock Purchase Plan on 09/30/2025 and disclosed his holdings of options and RSUs.

How many shares did the reporting person own after the transaction?

The Form 4 reports beneficial ownership of 32,511.822 common shares and 1,066 Class B shares following the transaction.

Were any equity awards disclosed besides the ESPP purchase?

Yes. The filing lists multiple stock options with exercise prices from $9.74 to $35.61 and restricted stock units with performance-based vesting tied to average annual adjusted EBITDA over specified periods.

When do the disclosed stock options expire?

The disclosed option expiration dates extend through 12/07/2033, with several earlier expirations between 12/03/2016 and 12/16/2032 for other grants.

What performance metric governs RSU vesting?

Vesting of the reported RSUs depends on Astronics Corp.'s average annual adjusted EBITDA over the specified performance measurement periods.