Astronics (ATRO) exec gains shares from RSU vesting and tax withholding

Rhea-AI Filing Summary

Astronics Corp executive James Mulato reported equity award activity. On March 3, 2026, he exercised 11,500 restricted stock units, converting them into 11,500 shares of $.01 par value common stock at $81.35 per share, and held these shares directly.

Astronics Corp withheld 2,801 common shares at $81.35 per share to satisfy applicable withholding tax upon vesting of restricted stock units, leaving Mulato with 35,776.822 directly owned common shares as of that date. Each restricted stock unit represents the right to receive one share of common stock at settlement.

The filing also describes performance-based restricted stock units whose vesting depends on Astronics Corp's average annual adjusted EBITDA for periods spanning 2023–2028. Between 50% and 150% of target units may vest on February 23, 2026, February 22, 2027, February 27, 2028, and February 19, 2029, with vesting percentages determined based on actual performance.

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^*

Mulato James

(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
	Officer (give title below)	X	Other (specify below)
			Pres Astronics Test Systems

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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 CL B STK								2,453	D
$.01 PV Com Stk	03/03/2026		M		11,500	A	$81.35	38,577.822	D
$.01 PV Com Stk	03/03/2026		F(1)		2,801	D	$81.35	35,776.822	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	6,560		6,560	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV CL B STK	984		984	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Com Stk	7,950		7,950	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV CL B STK	1,193		1,193	D
Option	$31.57							12/13/2019	12/13/2028	$.01 PV Com Stk	11,570		11,570	D
Option	$30.04							12/09/2020	12/09/2029	$.01 PV Com Stk	18,150		18,150	D
Option	$14.45							01/22/2022	01/22/2031	$.01 PV Com Stk	27,000		27,000	D
Option	$11.13							12/09/2022	12/09/2031	$.01 PV Com Stk	32,700		32,700	D
Option	$9.74							12/16/2023	12/16/2032	$.01 PV Com Stk	35,600		35,600	D
Option	$15.15							12/07/2024	12/07/2033	$.01 PV Com Stk	8,300		8,300	D
Restricted Stock Unit	(2)							(3)	(3)	$.01 PV Com Stk	18,550		18,550	D
Restricted Stock Unit	(2)							(4)	(4)	$.01 PV Com Stk	17,700		17,700	D
Restricted Stock Unit	(2)							(5)	(5)	$.01 PV Com Stk	7,675		7,675	D
Restricted Stock Unit	(2)	03/03/2026		M			11,500	(6)	(6)	$.01 PV Com Stk	11,500	$0	0	D

Explanation of Responses:

1. Shares withheld by Astronics Corp. to satisfy applicable withholding tax upon vesting of restricted stock units.

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. 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, 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.

6. 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 amount shown reflects 100% of the target number of restricted stock units which vested on February 23, 2026.

Remarks:

	/s/Julie Davis, as Power of Attorney for James Mulato	03/05/2026
	** 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 transactions did Astronics (ATRO) report for James Mulato?

Astronics reported that James Mulato exercised 11,500 restricted stock units into 11,500 shares of $.01 par value common stock at $81.35 per share, with 2,801 shares withheld to satisfy tax obligations and 35,776.822 common shares held directly afterward.

How many Astronics (ATRO) shares does James Mulato hold after this Form 4?

After the reported transactions, James Mulato directly holds 35,776.822 shares of Astronics $.01 par value common stock. This balance reflects the 11,500 shares received from restricted stock unit settlement, reduced by 2,801 shares withheld by Astronics Corp for applicable tax withholding.

How were taxes handled on James Mulato’s RSU vesting at Astronics (ATRO)?

Taxes were satisfied by Astronics Corp withholding 2,801 shares of common stock at $81.35 per share upon the vesting of restricted stock units. This tax-withholding disposition reduced the number of shares James Mulato retained but did not represent an open-market sale transaction.

What does each Astronics (ATRO) restricted stock unit represent for James Mulato?

Each restricted stock unit reported for James Mulato represents the right to receive one share of Astronics common stock at settlement. When these units vest, they convert into equivalent common shares, subject to any shares withheld by the company to cover exercise price or tax liabilities.

How are Astronics (ATRO) performance-based RSUs for James Mulato structured?

Certain restricted stock units for James Mulato vest based on Astronics’ average annual adjusted EBITDA over periods from 2023–2025, 2024–2026, 2025–2027, and 2026–2028. Between 50% and 150% of target units may vest on specified February 2026–2029 dates, depending on actual performance.

Which performance period RSUs for Astronics (ATRO) have already vested for James Mulato?

Restricted stock units tied to Astronics’ average annual adjusted EBITDA for the period January 1, 2023 through December 31, 2025 vested on February 23, 2026. The amount shown in the filing reflects 100% of the target number of restricted stock units for that performance period.