[Form 4] ASTRONICS CORP Insider Trading Activity

Rhea-AI Filing Summary

Astronics Corp (ATRO) reported insider equity activity by its President and CEO, who is also a director. On 11/20/2025, he exercised stock options for 13,700 shares of $.01 par value common stock and 4,418 shares of $.01 par value Class B stock at an exercise price of $27.72 per share. To cover withholding taxes from the option exercise, 11,707 common shares were withheld at a price of $49.35 per share. Following these transactions, he beneficially owned 83,906.608 shares of common stock and 747,911 shares of Class B stock directly. The filing also lists multiple remaining stock option grants and restricted stock units that vest over future years based on Astronics’ average annual adjusted EBITDA performance metrics, with potential vesting between 50% and 150% of target. This Form 4 clarifies that these transactions are being reported on an original filing rather than an amendment.

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^*

GUNDERMANN PETER J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT/CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025(1)		M(2)		13,700	A	$27.72	95,613.608	D
$.01 PV Com Stk	11/20/2025(1)		F(3)		11,707	D	$49.35	83,906.608	D
$.01 PV CL B STK	11/20/2025(1)		M(2)		4,418	A	$27.72	747,911	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	11/20/2025(1)		M			13,700	12/03/2016	12/03/2025	$.01 PV Com Stk	13,700	$27.72	0	D
Option	$27.72	11/20/2025(1)		M			4,418	12/03/2016	12/03/2025	$.01 PV CL B STK	4,418	$27.72	0	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV Com Stk	14,460		14,460	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV CL B STK	2,169		2,169	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Com Stk	26,300		26,300	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV CL B STK	3,945		3,945	D
Option	$31.57							12/13/2019	12/13/2028	$.01 PV Com Stk	34,790		34,790	D
Option	$30.04							12/09/2020	12/09/2029	$.01 PV Com Stk	61,200		61,200	D
Option	$14.45							01/22/2022	01/22/2031	$.01 PV Com Stk	98,900		98,900	D
Option	$11.13							12/09/2022	12/09/2031	$.01 PV Com Stk	115,800		115,800	D
Option	$9.74							12/16/2023	12/16/2032	$.01 PV Com Stk	125,000		125,000	D
Option	$15.15							12/07/2024	12/07/2033	$.01 PV Com Stk	83,900		83,900	D
Restricted Stock Unit	(4)							(5)	(5)	$.01 PV Com Stk	9,206		9,206	D
Restricted Stock Unit	(4)							(6)	(6)	$.01 PV Com Stk	26,450		26,450	D
Option	$16.55							12/05/2025	12/05/2034	$.01 PV Com Stk	75,800		75,800	D
Restricted Stock Unit	(4)							(7)	(7)	$.01 PV Com Stk	25,250		25,250	D

Explanation of Responses:

1. On November 24, 2025, the reporting person inadvertently filed a Form 4, reporting the same transactions set forth in this report, as an amendment to a prior Form 4, as opposed to an original Form 4. This Form 4 is being filed reporting the same transactions, solely to indicate that it is an original Form 4 and not an amendment.

2. Shares acquired upon exercise of stock options.

3. Shares withheld by Astronics Corp. to satisfy applicable withholding tax upon exercising option.

4. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

5. 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.

6. 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 23, 2027, with the vesting percentage determined based on actual performance.

7. 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 PETER J. GUNDERMANN	11/25/2025
	** 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 insider transaction did Astronics Corp (ATRO) report in this Form 4?

The President and CEO exercised stock options for 13,700 common shares and 4,418 Class B shares at an exercise price of $27.72 per share, with some shares withheld for taxes.

How many Astronics (ATRO) shares does the reporting person own after these transactions?

After the reported transactions, the insider beneficially owned 83,906.608 common shares and 747,911 Class B shares, all held directly.

Why were 11,707 Astronics (ATRO) shares reported as disposed of?

The 11,707 common shares reported as disposed of were withheld by Astronics Corp. to satisfy applicable withholding tax obligations upon the option exercise.

What performance conditions apply to the Astronics (ATRO) restricted stock units?

The restricted stock units vest based on average annual adjusted EBITDA for performance periods from 2023–2027, with between 50% and 150% (or in one case 75% to 115%) of the target units potentially vesting on specified dates in 2026, 2027, and 2028.

What clarification does this Astronics (ATRO) Form 4 provide about prior reporting?

It explains that a prior filing on November 24, 2025 mistakenly reported the same transactions as an amendment. This Form 4 reports the same transactions as an original filing.

What roles does the reporting person hold at Astronics Corp (ATRO)?

The reporting person is both a director and an officer, serving as President and CEO of Astronics Corp.