Performance-based RSU grant to Astronics (ATRO) principal accounting officer

Rhea-AI Filing Summary

Astronics Corp reported that Principal Accounting Officer Nancy L. Hedges acquired 12,150 restricted stock units on February 19, 2026 as a grant or award. Each unit represents one share of common stock at settlement. The award is performance-based, with vesting tied to Astronics’ average annual adjusted EBITDA for the period from January 1, 2026 to December 31, 2028. Between 50% and 150% of the target number of units may vest on February 19, 2029, depending on actual performance.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Hedges Nancy L

Role Principal Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	12,150	$0.00	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	$.01 PV Com Stk	--	--	--
holding	$.01 PV CL B STK	--	--	--

Holdings After Transaction: Restricted Stock Unit — 12,150 shares (Direct); $.01 PV Com Stk — 28,819.975 shares (Direct); $.01 PV CL B STK — 1,287 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. 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. 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. These restricted stock units are scheduled to vest 100% on February 23, 2026. 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.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hedges Nancy L

(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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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								28,819.975	D
$.01 PV CL B STK								1,287	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	(1)							(2)	(2)	$.01 PV Com Stk	17,700		17,700	D
Restricted Stock Unit	(1)							(3)	(3)	$.01 PV Com Stk	5,024		5,024	D
Restricted Stock Unit	(1)							(4)	(4)	$.01 PV Com Stk	5,050		5,050	D
Restricted Stock Unit	(1)	02/19/2026		A		12,150		(5)	(5)	$.01 PV Com Stk	12,150	$0	12,150	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, 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.

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. These restricted stock units are scheduled to vest 100% on February 23, 2026.

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.

Remarks:

	/S/JULIE DAVIS, as Power of Attorney for Nancy L. Hedges	02/23/2026
	** 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.
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 insider transaction did Astronics Corp (ATRO) report for Nancy L. Hedges?

Astronics Corp reported that Principal Accounting Officer Nancy L. Hedges received a grant of 12,150 restricted stock units on February 19, 2026. These units represent a performance-based equity award that may convert into common shares at settlement, depending on future company results.

How many restricted stock units did Nancy L. Hedges receive from Astronics Corp (ATRO)?

Nancy L. Hedges received 12,150 restricted stock units as a grant or award. Each restricted stock unit represents the right to receive one share of Astronics Corp common stock at settlement, subject to the award’s performance-based vesting conditions.

What determines vesting of Nancy Hedges’ new Astronics Corp (ATRO) RSUs?

Vesting of the new restricted stock units depends on Astronics Corp’s average annual adjusted EBITDA from January 1, 2026 through December 31, 2028. Actual performance over this period will determine how many units ultimately vest and convert into common shares.

When can Nancy Hedges’ Astronics Corp (ATRO) RSU grant vest?

The performance-based restricted stock units granted to Nancy Hedges may vest on February 19, 2029. The percentage that vests will be based on Astronics Corp’s average annual adjusted EBITDA performance over the 2026–2028 measurement period specified in the award.

What range of Astronics Corp (ATRO) RSUs may vest for Nancy Hedges?

Between 50% and 150% of the target 12,150 restricted stock units may vest for Nancy Hedges. The final vesting amount on February 19, 2029 will depend on Astronics Corp’s actual average annual adjusted EBITDA over the 2026–2028 performance period.

What does each Astronics Corp (ATRO) restricted stock unit represent in Nancy Hedges’ grant?

Each restricted stock unit in Nancy Hedges’ grant represents the right to receive one share of Astronics Corp common stock at settlement. Delivery of shares depends on satisfying the performance-based vesting conditions tied to future adjusted EBITDA results.