STOCK TITAN

Astronics (ATRO) CEO logs Class B share distribution and performance-based RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Astronics Corp President and CEO Peter J. Gundermann reported internal equity restructurings rather than open-market trades. A key entry shows 168,375 shares of $.01 par value Class B stock issued in connection with a one-for-five distribution to holders of both common and Class B stock as of a June 15, 2026 record date.

The filing also details his direct holdings of 93,967.608 shares of $.01 par value common stock, plus a range of stock options and restricted stock units tied to common and Class B shares. These equity awards include performance-based RSUs whose vesting depends on Astronics Corp.'s average annual adjusted EBITDA over multi‑year periods through 2028, with 50% to 150% of target units potentially vesting on scheduled dates in 2027, 2028, and 2029.

Positive

  • None.

Negative

  • None.
Insider GUNDERMANN PETER J
Role PRESIDENT/CEO
Type Security Shares Price Value
Other Option 3,325 $0.00 --
Other Option 6,049 $0.00 --
Other Option 6,958 $0.00 --
Other Option 12,240 $0.00 --
Other Option 19,780 $0.00 --
Other Option 23,160 $0.00 --
Other Option 25,000 $0.00 --
Other Option 16,780 $0.00 --
Other Restricted Stock Unit 5,290 $0.00 --
Other Option 15,160 $0.00 --
Other Restricted Stock Unit 5,050 $0.00 --
Other Option 5,950 $0.00 --
Other Restricted Stock Unit 2,430 $0.00 --
Other $.01 PV CL B STK 168,375 $0.00 --
holding Option -- -- --
holding Option -- -- --
holding Option -- -- --
holding Option -- -- --
holding Option -- -- --
holding Option -- -- --
holding Option -- -- --
holding Option -- -- --
holding Restricted Stock Unit -- -- --
holding Option -- -- --
holding Restricted Stock Unit -- -- --
holding Option -- -- --
holding Restricted Stock Unit -- -- --
holding $.01 PV Com Stk -- -- --
Holdings After Transaction: Option — 5,494 shares (Direct, null); Restricted Stock Unit — 5,290 shares (Direct, null); $.01 PV CL B STK — 916,286 shares (Direct, null); $.01 PV Com Stk — 93,967.608 shares (Direct, null)
Footnotes (1)
  1. Shares issued pursuant to a one-for-five distribution of Class B stock to holders of both Common and Class B stock on the record date of June 15, 2026. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. 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 23, 2027, with the vesting percentage determined based on actual performance. Each restricted stock unit represents the right to receive, at settlement, one share of class B stock. 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. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2026- December 31, 2028. The "target" number of restricted stock units is reported. Between 50% and 150% of the target number of units may vest on February 19, 2029, with the vesting percentage determined based on actual performance.
Class B shares issued 168,375 shares One-for-five Class B distribution on June 15, 2026 record date
Class B shares held after 916,286 shares Direct holdings of $.01 PV CL B STK following transactions
Common shares held after 93,967.608 shares Direct holdings of $.01 PV Com Stk following transactions
Restructuring shares total 315,547 shares Shares categorized as restructuringShares in transaction summary
Option exercise price $43.10/share Option on $.01 PV Com Stk expiring December 4, 2035
Large option block 125,000 shares at $8.12 Common stock option expiring December 16, 2032
EBITDA performance range 50%–150% of target units Performance-based RSU vesting depending on adjusted EBITDA through 2028
Key vesting dates Feb 23, 2027; Feb 27, 2028; Feb 19, 2029 Scheduled vesting dates for performance-based RSUs
Restricted Stock Unit financial
"Each restricted stock unit represents the right to receive, at settlement, one share of common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
average annual adjusted EBITDA financial
"Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2024- December 31, 2026."
one-for-five distribution financial
"Shares issued pursuant to a one-for-five distribution of Class B stock to holders of both Common and Class B stock"
Class B stock financial
"one-for-five distribution of Class B stock to holders of both Common and Class B stock"
Class B stock is a type of company share that usually carries different voting or economic rights than the more common Class A shares — for example, fewer votes per share or different dividend rules. Investors care because those differences affect control and potential returns: it’s like owning a cheaper seat at an event that gives less say over what happens, so Class B shares can trade at different prices and influence how much sway a shareholder has over company decisions.
performance-based restricted stock units financial
"Between 50% and 150% of the target number of units may vest ... with the vesting percentage determined based on actual performance."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Other acquisition or disposition financial
"transaction_code_description: Other acquisition or disposition"
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SEC Form 4
FORM 4UNITED 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*
GUNDERMANN PETER J

(Last)(First)(Middle)
130 COMMERCE WAY

(Street)
EAST AURORA NEW YORK 14052

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ASTRONICS CORP [ ATRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
PRESIDENT/CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
$.01 PV Com Stk93,967.608D
$.01 PV CL B STK06/15/2026J(1)168,375A$0916,286D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option$26.4712/14/201712/14/2026$.01 PV Com Stk14,46014,460D
Option$26.4706/15/2026J(1)3,32512/14/201712/14/2026$.01 PV CL B STK3,325$05,494D
Option$29.6812/12/201812/12/2027$.01 PV Com Stk26,30026,300D
Option$29.6806/15/2026J(1)6,04912/12/201812/12/2027$.01 PV CL B STK6,049$09,994D
Option$26.3112/13/201912/13/2028$.01 PV Com Stk34,79034,790D
Option$26.3106/15/2026J(1)6,95812/13/201912/13/2028$.01 PV CL B STK6,958$06,958D
Option$25.0312/09/202012/09/2029$.01 PV Com Stk61,20061,200D
Option$25.0306/15/2026J(1)12,24012/09/202012/09/2029$.01 PV CL B STK12,240$012,240D
Option$12.0401/22/202201/22/2031$.01 PV Com Stk98,90098,900D
Option$12.0406/15/2026J(1)19,78001/22/202201/22/2031$.01 PV CL B STK19,780$019,780D
Option$9.2812/09/202212/09/2031$.01 PV Com Stk115,800115,800D
Option$9.2806/15/2026J(1)23,16012/09/202212/09/2031$.01 PV CL B STK23,160$023,160D
Option$8.1212/16/202312/16/2032$.01 PV Com Stk125,000125,000D
Option$8.1206/15/2026J(1)25,00012/16/202312/16/2032$.01 PV CL B STK25,000$025,000D
Option$12.6312/07/202412/07/2033$.01 PV Com Stk83,90083,900D
Option$12.6306/15/2026J(1)16,78012/07/202412/07/2033$.01 PV CL B STK16,780$016,780D
Restricted Stock Unit(2) (3) (3)$.01 PV Com Stk26,45026,450D
Restricted Stock Unit(4)06/15/2026J(1)5,290 (3) (3)$.01 PV CL B STK5,290$05,290D
Option$13.7912/05/202512/05/2034$.01 PV Com Stk75,80075,800D
Option$13.7906/15/2026J(1)15,16012/05/202512/05/2034$.01 PV CL B STK15,160$015,160D
Restricted Stock Unit(2) (5) (5)$.01 PV Com Stk25,25025,250D
Restricted Stock Unit(4)06/15/2026J(1)5,050 (5) (5)$.01 PV CL B STK5,050$05,050D
Option$43.112/04/202612/04/2035$.01 PV Com Stk29,75029,750D
Option$43.106/15/2026J(1)5,95012/04/202612/04/2035$.01 PV CL B STK5,950$05,950D
Restricted Stock Unit(2) (6) (6)$.01 PV Com Stk12,15012,150D
Restricted Stock Unit(4)06/15/2026J(1)2,430 (6) (6)$.01 PV CL B STK2,430$02,430D
Explanation of Responses:
1. Shares issued pursuant to a one-for-five distribution of Class B stock to holders of both Common and Class B stock on the record date of June 15, 2026.
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 23, 2027, with the vesting percentage determined based on actual performance.
4. Each restricted stock unit represents the right to receive, at settlement, one share of class B stock.
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.
6. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2026- December 31, 2028. The "target" number of restricted stock units is reported. Between 50% and 150% of the target number of units may vest on February 19, 2029, with the vesting percentage determined based on actual performance.
Remarks:
/S/JULIE DAVIS, AS POWER OF ATTORNEY FOR PETER J. GUNDERMANN06/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Astronics (ATRO) CEO Peter Gundermann report in this Form 4?

Peter Gundermann reported equity restructurings, not open-market trades. The filing highlights a 168,375-share Class B stock issuance from a one-for-five distribution and updates his direct holdings in common stock, options, and performance-based restricted stock units tied to Astronics’ future results.

How many Astronics Class B shares does the CEO hold after this Form 4?

After the reported transactions, Peter Gundermann holds 916,286 shares of $.01 par value Class B stock. This includes 168,375 Class B shares issued via a one-for-five distribution to holders of common and Class B stock on the June 15, 2026 record date.

How many Astronics common shares does the CEO directly own in this filing?

The filing lists Peter Gundermann with 93,967.608 shares of $.01 par value common stock held directly. This figure reflects his position after the reported internal equity entries, separate from his stock options and restricted stock units linked to the company’s common stock.

What is the one-for-five Class B stock distribution mentioned for Astronics (ATRO)?

The footnotes state that 168,375 Class B shares were issued under a one-for-five distribution of Class B stock. This distribution applied to holders of both common and Class B stock on the June 15, 2026 record date, adding Class B shares to existing shareholders’ positions.

How do Astronics CEO performance-based restricted stock units vest?

Certain restricted stock units vest based on Astronics’ average annual adjusted EBITDA over multi-year periods ending December 31, 2026, 2027, and 2028. Between 50% and 150% of target units may vest on February 23, 2027, February 27, 2028, and February 19, 2029, depending on actual performance.

What stock option positions for Astronics common stock are shown for the CEO?

The derivative summary lists multiple options on Astronics common stock, including grants with exercise prices such as $8.12, $9.28, $12.04, $13.79, $25.03, $26.31, and $29.68 per share. These options cover underlying share amounts like 125,000, 115,800, 98,900, and other specified blocks.