Astronics Corp (ATRO) aerospace EVP converts 10,850 RSUs, withholds shares for tax

Rhea-AI Filing Summary

Astronics Corp executive Mark Peabody, Executive VP & President – Aerospace, exercised 10,850 restricted stock units on March 3, 2026, converting them into an equal number of shares of $.01 par value common stock at a transaction price of $81.35 per share.

2,642 common shares were disposed of in a code F transaction, with shares withheld by Astronics Corp to satisfy applicable withholding tax upon vesting of restricted stock units, leaving 62,382.73 common shares held directly after these transactions. Footnotes describe multiple restricted stock unit awards that depend on Astronics Corp.'s average annual adjusted EBITDA over performance periods from January 1, 2023 - December 31, 2028, where between 50% and 150% of the target number of units may vest on specified dates in 2027, 2028, and 2029, with one award reflecting 100% of the target number of units that vested on 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^*

PEABODY MARK

(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)
	Executive VP & Pres-Aerospace

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 Com Stk	03/03/2026		M		10,850	A	$81.35	65,024.73	D
$.01 PV Com Stk	03/03/2026		F(1)		2,642	D	$81.35	62,382.73	D
$.01 PV CL B STK								183,445	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	4,820		4,820	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV CL B STK	723		723	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Com Stk	7,010		7,010	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV CL B STK	1,052		1,052	D
Option	$31.57							12/13/2019	12/13/2028	$.01 PV Com Stk	9,280		9,280	D
Option	$30.04							12/09/2020	12/09/2029	$.01 PV Com Stk	13,600		13,600	D
Option	$14.45							01/22/2022	01/22/2031	$.01 PV Com Stk	20,250		20,250	D
Option	$11.13							12/09/2022	12/09/2031	$.01 PV Com Stk	24,500		24,500	D
Option	$9.74							12/16/2023	12/16/2032	$.01 PV Com Stk	26,700		26,700	D
Restricted Stock Unit	(2)							(3)	(3)	$.01 PV Com Stk	15,900		15,900	D
Option	$15.15							12/07/2024	12/07/2033	$.01 PV Com Stk	8,300		8,300	D
Restricted Stock Unit	(2)							(4)	(4)	$.01 PV Com Stk	15,150		15,150	D
Restricted Stock Unit	(2)							(5)	(5)	$.01 PV Com Stk	7,675		7,675	D
Restricted Stock Unit	(2)	03/03/2026		M			10,850	(6)	(6)	$.01 PV Com Stk	10,850	$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 Mark Peabody	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).
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FAQ

What insider transactions did Astronics Corp (ATRO) report for Mark Peabody?

Astronics Corp reported that Executive VP & President – Aerospace Mark Peabody exercised 10,850 restricted stock units into common shares at a transaction price of $81.35 per share, and 2,642 common shares were withheld to cover applicable tax withholding obligations upon vesting.

How many Astronics Corp (ATRO) shares does Mark Peabody hold after this Form 4?

After the reported Form 4 transactions, Mark Peabody directly holds 62,382.73 shares of Astronics Corp $.01 par value common stock, reflecting the net result of restricted stock unit conversion and the withholding of 2,642 shares to satisfy associated tax obligations.

Were any of Mark Peabody’s Astronics Corp (ATRO) shares sold on the open market?

The filing shows a code F disposition of 2,642 common shares, specifically described as shares withheld by Astronics Corp to satisfy applicable withholding tax upon vesting of restricted stock units, rather than an open-market sale initiated by the executive.

How do Astronics Corp (ATRO) performance-based restricted stock units vest for Mark Peabody?

Several restricted stock unit awards vest based on Astronics Corp.'s average annual adjusted EBITDA over multi-year periods, with between 50% and 150% of the target number of units potentially vesting on specified dates in 2027, 2028, and 2029, depending on actual performance outcomes.

What performance period RSUs for Astronics Corp (ATRO) have already vested for Mark Peabody?

One restricted stock unit award tied to Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2023 - December 31, 2025 is reported as having 100% of the target number of units vest on February 23, 2026, according to the footnote disclosure.

What future vesting dates are disclosed for Astronics Corp (ATRO) RSUs held by Mark Peabody?

Footnotes state that between 50% and 150% of target restricted stock units may vest on February 22, 2027, February 27, 2028, and February 19, 2029, with vesting percentages determined by Astronics Corp.'s average annual adjusted EBITDA over specified three-year performance periods.