ATRO Form 4: Officer Acquires 1,280 Shares; RSUs Tied to EBITDA Targets

Rhea-AI Filing Summary

Nancy L. Hedges, identified as an officer 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

Corporate Compensation Analyst

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.

Securities Disclosure Specialist

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.

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^*

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)
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	27,948.975	D
$.01 PV CL B STK								607	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	1,400		1,400	D
Option	$27.72							12/03/2016	12/03/2025	$.01 PV CL B STK	452		452	D
Restricted Stock Unit	(2)							(3)	(3)	$.01 PV Com Stk	5,024		5,024	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV Com Stk	1,520		1,520	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV CL B STK	228		228	D
Restricted Stock Unit	(2)							(4)	(4)	$.01 PV Com Stk	5,050		5,050	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. These restricted stock units are scheduled to vest 100% on February 23, 2026.

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 Nancy L. Hedges	10/02/2025
	** 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 did Astronics (ATRO) insider Nancy L. Hedges report on Form 4?

The Form 4 reports an acquisition of 1,280 common shares on 09/30/2025 via the Employee Stock Purchase Plan and discloses existing options and restricted stock unit awards.

How many shares does the Form 4 show following the reported transaction?

The filing lists total reported beneficial ownership components summing to 27,948.975 shares following the reported transactions.

Are any RSUs performance‑based and what are the targets?

Yes; certain RSUs vest based on average annual adjusted EBITDA over defined periods, with target RSU amounts reported and vesting possible between 50% and 150% of target.

What option awards are outstanding for the reporting person?

The Form 4 lists multiple outstanding options, including exercisable amounts of 1,400 and 1,520 shares with exercise prices and expiration dates through 12/14/2026.

When do the RSUs and options vest or expire?

The filing notes RSU settlement/vesting dates in 02/23/2026, 02/22/2027, and 02/27/2028 for different grants, and option expirations in 12/03/2025 and 12/14/2026.