Astronics (NASDAQ: ATRO) officer exercises RSUs, uses shares to cover taxes

Rhea-AI Filing Summary

Astronics Corp officer Julie M. Davis, Secretary, exercised 3,000 restricted stock units into common stock at $81.35 per share on March 3, 2026. 1,472 shares of common stock were withheld by Astronics Corp to satisfy tax withholding upon vesting.

After these transactions, she directly held 7,466.251 shares of common stock, multiple tranches of restricted stock units totaling 2,500, 4,500, and 1,916 units, and 636 shares of Class B stock. Some RSUs vest 50–150% of target based on average annual adjusted EBITDA for periods ending in 2026 and 2027, with vesting dates in 2027, 2028, and 2029.

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^*

Davis Julie M

(Last) (First) (Middle)

28 GANNA COURT

(Street)

WEST SENECA NY 14224

(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)
	Secretary

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		3,000	A	$81.35	8,938.251	D
$.01 PV Com Stk	03/03/2026		F(1)		1,472	D	$81.35	7,466.251	D
$.01 PV CL B STK								636	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
Restricted Stock Unit	(2)							(3)	(3)	$.01 PV Com Stk	2,500		2,500	D
Restricted Stock Unit	(2)							(4)	(4)	$.01 PV Com Stk	4,500		4,500	D
Restricted Stock Unit	(2)							(5)	(5)	$.01 PV Com Stk	1,916		1,916	D
Restricted Stock Unit	(2)	03/03/2026		M			3,000	(6)	(6)	$.01 PV Com Stk	3,000	$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. These restricted stock units are scheduled to vest 100% on February 19, 2029.

6. These restricted stock units vested 100% on February 23, 2026.

Remarks:

	/s/Julie Davis	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 transaction did Julie M. Davis report for ASTRONICS CORP (ATRO)?

Julie M. Davis reported exercising 3,000 restricted stock units into Astronics Corp common stock at $81.35 per share. The filing also shows a related tax-withholding share disposition and updated holdings of common stock, restricted stock units, and Class B stock.

How many Astronics (ATRO) common shares does Julie M. Davis hold after this Form 4?

After the reported transactions, Julie M. Davis directly holds 7,466.251 shares of Astronics Corp common stock. The Form 4 also lists additional restricted stock unit awards and 636 shares of Class B stock as part of her overall equity position.

Were any Astronics (ATRO) shares sold on the open market in this Form 4?

The Form 4 shows no open-market sales; instead, 1,472 shares of Astronics common stock were withheld by the company to satisfy withholding tax upon vesting of restricted stock units, a non-market tax-withholding disposition classified under transaction code F.

What restricted stock unit awards does Julie M. Davis hold in Astronics (ATRO)?

The filing lists several restricted stock unit positions with totals of 2,500, 4,500, and 1,916 units. Footnotes explain that some awards are performance-based, tied to Astronics’ average annual adjusted EBITDA over multi-year periods, with vesting between 50% and 150% of target.

How do the performance-based RSUs for Astronics (ATRO) vest for Julie M. Davis?

Certain restricted stock units vest based on Astronics’ average annual adjusted EBITDA for 2024–2026 and 2025–2027. Between 50% and 150% of target units may vest on February 22, 2027 and February 27, 2028, depending on actual performance during those periods.

What time-based restricted stock units does Julie M. Davis have in Astronics (ATRO)?

One tranche of restricted stock units is scheduled to vest 100% on February 19, 2029, according to a footnote. Another footnote notes that a separate restricted stock unit grant vested 100% on February 23, 2026, which aligns with the 3,000-unit exercise reported.