[Form 4] ASTRONICS CORP Insider Trading Activity

Rhea-AI Filing Summary

Mark Peabody, Executive Vice President & President-Aerospace of Astronics Corp. (ATRO), reported an acquisition of 1,280 common shares on 09/30/2025 via the Employee Stock Purchase Plan at a reported price of $16.60. After the transaction the filing shows beneficial ownership figures including 50,824.73 (reported in the form) and 183,994 Class B shares.

The filing lists a portfolio of outstanding long-term equity awards: multiple stock options exercisable through 2033 and several restricted stock unit awards that vest based on Astronics’ average annual adjusted EBITDA over specified multi-year performance periods (2023–2025, 2024–2026, 2025–2027) with stated vesting ranges. The Form 4 was signed by a Power of Attorney on 08/28/2025.

Positive

• Acquisition of 1,280 shares via the Employee Stock Purchase Plan on 09/30/2025 at $16.60
• Performance-based restricted stock units tied to average annual adjusted EBITDA with defined vesting ranges (e.g., 50%–150%, 75%–115%)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider purchased 1,280 shares and holds performance-based RSUs tied to adjusted EBITDA.

This Form 4 shows an ESPP purchase of 1,280 shares on 09/30/2025 at $16.60, indicating routine insider participation in a company share-purchase program. The transaction is explicitly recorded and increases reported beneficial ownership.

The filing details multiple long-dated options and restricted stock units whose vesting depends on Astronics’ average annual adjusted EBITDA for defined periods with explicit vesting ranges (for example, 50%–150% or 75%–115%). This ties executive compensation outcomes to disclosed performance metrics without additional conditions in the Form.

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^*

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)
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	50,824.73	D
$.01 PV CL B STK								183,994	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	4,500		4,500	D
Option	$27.72							12/03/2016	12/03/2025	$.01 PV CL B STK	1,451		1,451	D
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
Restricted Stock Unit	(2)							(4)	(4)	$.01 PV Com Stk	10,850		10,850	D
Option	$15.15							12/07/2024	12/07/2033	$.01 PV Com Stk	8,300		8,300	D
Restricted Stock Unit	(2)							(5)	(5)	$.01 PV Com Stk	15,150		15,150	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. 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.

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 Mark Peabody	08/28/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mark Peabody report on the Form 4 for ATRO?

He reported an acquisition of 1,280 common shares on 09/30/2025 through the Employee Stock Purchase Plan at a reported price of $16.60.

How many shares does the Form 4 show as beneficially owned after the transaction?

The Form 4 lists beneficial ownership figures including 50,824.73 and 183,994 Class B shares as reported in the filing.

Are there outstanding options and RSUs disclosed for the reporting person?

Yes. The filing lists multiple stock options exercisable through 2033 and restricted stock units totaling several tranche amounts (for example, 15,900, 10,850, 15,150 target RSUs).

What performance metric controls RSU vesting in this filing?

Vesting of specified restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA over defined periods (e.g., 2023–2025, 2024–2026, 2025–2027).

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Julie Davis as Power of Attorney for Mark Peabody on 08/28/2025.