ATRO insider Nancy Hedges reports option exercises and RSU grants

Rhea-AI Filing Summary

Astronics Corp (ATRO) officer and Principal Accounting Officer Nancy L. Hedges reported multiple equity transactions. On 11/17/2025, she exercised stock options for a total of 3,600 shares of common and Class B stock at exercise prices of $27.72 and $31.76. Some of the resulting common shares were withheld by Astronics to cover tax obligations at a price of $52.15.

After these transactions, she continued to hold Astronics common and Class B shares directly, as well as several blocks of restricted stock units (RSUs). These include 17,700, 5,024, and 5,050 RSUs, each representing the right to receive one share of common stock at settlement. Two RSU awards vest between 50% and 150% of a target amount based on Astronics’ average annual adjusted EBITDA over performance periods running through December 31, 2026 and December 31, 2027, with potential vesting on February 22, 2027 and February 27, 2028. Another RSU grant is scheduled to vest February 23, 2026.

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^*

Hedges Nancy L

(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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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	11/17/2025		M(1)		1,400	A	$27.72	29,348.975	D
$.01 PV Com Stk	11/17/2025		F(2)		984	D	$52.15	28,364.975	D
$.01 PV Com Stk	11/17/2025		M(1)		1,520	A	$31.76	29,884.975	D
$.01 PV Com Stk	11/17/2025		F(2)		1,065	D	$52.15	28,819.975	D
$.01 PV CL B STK	11/17/2025		M(1)		452	A	$27.72	1,059	D
$.01 PV CL B STK	11/17/2025		M(1)		228	A	$31.76	1,287	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	11/17/2025		M			452	12/03/2016	12/03/2025	$.01 PV CL B STK	452	$27.72	0	D
Option	$27.72	11/17/2025		M			1,400	12/03/2016	12/03/2025	$.01 PV Com Stk	1,400	$27.72	0	D
Option	$31.76	11/17/2025		M			1,520	12/14/2017	12/14/2026	$.01 PV Com Stk	1,520	$31.76	0	D
Option	$31.76	11/17/2025		M			228	12/14/2017	12/14/2026	$.01 PV CL B STK	228	$31.76	0	D
Restricted Stock Unit	(3)							(4)	(4)	$.01 PV Com Stk	17,700		17,700	D
Restricted Stock Unit	(3)							(5)	(5)	$.01 PV Com Stk	5,024		5,024	D
Restricted Stock Unit	(3)							(6)	(6)	$.01 PV Com Stk	5,050		5,050	D

Explanation of Responses:

1. Shares acquired upon exercise of stock options.

2. Shares withheld by Astronics Corp. to satisfy applicable withholding tax upon exercising option.

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

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.

5. 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.

6. These restricted stock units are scheduled to vest 100% on February 23, 2026.

Remarks:

	/S/JULIE DAVIS, as Power of Attorney for Nancy L. Hedges	11/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Nancy L. Hedges report for Astronics Corp (ATRO)?

Nancy L. Hedges, an officer and Principal Accounting Officer of Astronics Corp (ATRO), reported exercising stock options on 11/17/2025 and acquiring a total of 3,600 shares of common and Class B stock at exercise prices of $27.72 and $31.76.

How many Astronics (ATRO) shares were withheld for taxes in this Form 4?

In connection with the option exercises, 984 and 1,065 Astronics common shares were disposed of through share withholding at a price of $52.15 per share to satisfy tax withholding obligations.

What restricted stock units does Nancy L. Hedges hold in Astronics Corp (ATRO)?

She holds several RSU awards tied to Astronics common stock, including blocks of 17,700, 5,024, and 5,050 restricted stock units. Each RSU represents the right to receive one share of common stock at settlement.

What performance conditions apply to the Astronics (ATRO) RSUs reported in this Form 4?

Two RSU grants vest based on Astronics’ average annual adjusted EBITDA. One uses the period from January 1, 2024 to December 31, 2026, and another uses January 1, 2025 to December 31, 2027, with between 50% and 150% of the target units potentially vesting based on performance.

When could the performance-based RSUs for Astronics (ATRO) vest?

The performance-based RSUs may vest on February 22, 2027 and February 27, 2028, depending on Astronics’ actual average annual adjusted EBITDA for their respective performance periods.

Are there any time-based RSUs for Astronics (ATRO) in this Form 4?

Yes. One RSU grant for 5,050 shares of Astronics common stock is scheduled to vest 100% on February 23, 2026, without a stated performance condition.

What happened to the stock options reported by Nancy L. Hedges in Astronics (ATRO)?

The options with exercise prices of $27.72 and $31.76 were exercised on 11/17/2025 for 3,600 underlying shares in total, and the Form 4 shows 0 derivative securities remaining for each of those option awards after the transactions.