ATRO Form 4: Officer Acquires 1,280 Shares; RSUs Tied to EBITDA Targets
Rhea-AI Filing Summary
Nancy L. Hedges, identified as an officer (Principal Accounting Officer) and director of Astronics Corp (ATRO), reported insider transactions on 09/30/2025. The filing discloses an acquisition of 1,280 common shares through exercise of a subscription agreement under the company’s Employee Stock Purchase Plan. The Form 4 also lists existing derivative and equity holdings: outstanding stock options exercisable through 2025–2026, and several restricted stock unit (RSU) awards totaling 27,948.975 shares reported following the transactions. Some RSUs vest based on performance tied to average annual adjusted EBITDA over specified multi‑year periods, with vesting windows in 2026, 2027, and 2028.
The filing was signed by an attorney-in-fact on behalf of Ms. Hedges on 10/02/2025. Explanations clarify that each RSU equals one share at settlement and that performance‑based RSUs may vest between 50% and 150% of target depending on actual results.
Positive
- 1,280 shares acquired by the reporting officer via the Employee Stock Purchase Plan
- Detailed disclosure of outstanding equity awards including options and RSU targets totaling 27,948.975 shares
- Performance‑based RSUs include explicit vesting ranges (50%–150%) tied to average annual adjusted EBITDA
Negative
- None.
Insights
Insider acquired 1,280 shares and holds significant option and RSU awards tied to multi‑year EBITDA targets.
The report shows a 1,280-share purchase on 09/30/2025 via the Employee Stock Purchase Plan, indicating an immediate purchase activity by a named officer.
The officer has multiple equity vehicles outstanding: options exercisable through 12/14/2026 and RSU grants totaling 27,948.975 target shares across time-based and performance-based schedules. Performance RSUs specify vesting between 50% and 150% of target based on average annual adjusted EBITDA over defined three‑year periods, with settlement dates in 2026, 2027, and 2028.
Form 4 discloses exercise via ESPP and summarizes outstanding derivative and contingent awards.
The filing explicitly states the 1,280-share acquisition resulted from exercising a subscription agreement under the company’s ESPP.
It also itemizes options (e.g., 1,400 and 1,520 option shares with exercise prices shown) and multiple RSU target amounts (e.g., 5,024, 5,050, 17,700), documenting the officer’s current equity exposure without providing any forecasts or financial statement impacts.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | $.01 PV Com Stk | 1,280 | $16.60 | $21K |
| holding | Option | -- | -- | -- |
| holding | Option | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Option | -- | -- | -- |
| holding | Option | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | $.01 PV CL B STK | -- | -- | -- |
Footnotes (1)
- Acquired shares via exercise of subscription agreement under Employee Stock Purchase Plan. 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 22, 2027, with the vesting percentage determined based on actual performance. These restricted stock units are scheduled to vest 100% on February 23, 2026. 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.
