Astronics (ATRO) details CEO stock option grant and RSU awards

Rhea-AI Filing Summary

Astronics Corp insider Peter J. Gundermann, the company’s President, CEO and a director, reported a new grant of 29,750 stock options on December 4, 2025. The options have an exercise price of $51.72 per share, become exercisable on December 4, 2026, and expire on December 4, 2035, and relate to $.01 par value common stock.

After the reported transaction, he directly owned 83,906.608 shares of $.01 par value common stock and 747,911 shares of $.01 par value Class B stock. The filing also lists multiple existing option grants and restricted stock units, each RSU representing the right to receive one share of common stock at settlement. Several RSU awards for 9,206, 26,450 and 25,250 shares may vest in 2026, 2027 and 2028 based on Astronics’ average annual adjusted EBITDA over the periods January 1, 2023–December 31, 2025, January 1, 2024–December 31, 2026, and January 1, 2025–December 31, 2027, with vesting ranges between 75% and 115% or between 50% and 150% of target depending on the grant.

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^*

GUNDERMANN PETER J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT/CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2025

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								83,906.608	D
$.01 PV CL B STK								747,911	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	$31.76							12/14/2017	12/14/2026	$.01 PV Com Stk	14,460		14,460	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV CL B STK	2,169		2,169	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Com Stk	26,300		26,300	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV CL B STK	3,945		3,945	D
Option	$31.57							12/13/2019	12/13/2028	$.01 PV Com Stk	34,790		34,790	D
Option	$30.04							12/09/2020	12/09/2029	$.01 PV Com Stk	61,200		61,200	D
Option	$14.45							01/22/2022	01/22/2031	$.01 PV Com Stk	98,900		98,900	D
Option	$11.13							12/09/2022	12/09/2031	$.01 PV Com Stk	115,800		115,800	D
Option	$9.74							12/16/2023	12/16/2032	$.01 PV Com Stk	125,000		125,000	D
Option	$15.15							12/07/2024	12/07/2033	$.01 PV Com Stk	83,900		83,900	D
Restricted Stock Unit	(1)							(2)	(2)	$.01 PV Com Stk	9,206		9,206	D
Restricted Stock Unit	(1)							(3)	(3)	$.01 PV Com Stk	26,450		26,450	D
Option	$16.55							12/05/2025	12/05/2034	$.01 PV Com Stk	75,800		75,800	D
Restricted Stock Unit	(1)							(4)	(4)	$.01 PV Com Stk	25,250		25,250	D
Option	$51.72	12/04/2025		A		29,750		12/04/2026	12/04/2035	$.01 PV Com Stk	29,750	$51.72	29,750	D

Explanation of Responses:

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

2. 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.

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. 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 PETER J. GUNDERMANN	12/08/2025
	** 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.
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FAQ

What insider equity grant did Astronics (ATRO) report on December 4, 2025?

Astronics reported that President, CEO and director Peter J. Gundermann received a new grant of 29,750 stock options on December 4, 2025. These options relate to $.01 par value common stock.

What are the key terms of the new stock option grant to Astronics CEO?

The new option grant to Peter J. Gundermann covers 29,750 shares of $.01 par value common stock at an exercise price of $51.72 per share. The options become exercisable on December 4, 2026 and expire on December 4, 2035.

How many Astronics (ATRO) shares does Peter J. Gundermann own after this transaction?

Following the reported transaction, Peter J. Gundermann directly owned 83,906.608 shares of $.01 par value common stock and 747,911 shares of $.01 par value Class B stock.

How do Astronics (ATRO) restricted stock units work for the CEO?

Each restricted stock unit (RSU) held by Peter J. Gundermann represents the right to receive, at settlement, one share of Astronics $.01 par value common stock. The filing identifies performance-based RSU awards of 9,206, 26,450 and 25,250 shares.

What performance conditions affect Astronics (ATRO) RSU vesting for the CEO?

Vesting depends on Astronics average annual adjusted EBITDA over specific periods. A 9,206-unit award is tied to performance from January 1, 2023 to December 31, 2025, with 75% to 115% of target vesting on February 23, 2026 based on actual performance. Awards of 26,450 and 25,250 units are tied to periods January 1, 2024December 31, 2026 and January 1, 2025December 31, 2027, respectively, with 50% to 150% of target vesting on February 23, 2027 and February 27, 2028, depending on performance.

When are the performance-based RSUs for Astronics CEO scheduled to vest?

The performance-based RSUs described are scheduled to vest on February 23, 2026, February 23, 2027, and February 27, 2028, with the actual number of units vesting determined by Astronics average annual adjusted EBITDA over the stated measurement periods.