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Astronics (ATRO) officer details Class B stock holdings and performance RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Astronics Corp principal accounting officer Nancy L. Hedges reported restructuring-type equity movements and updated her holdings. She now directly holds 32,048.975 shares of common stock and 7,953 shares of Class B stock, reflecting a one-for-five distribution of 6,666 Class B shares to holders as of June 15, 2026.

Hedges also holds multiple restricted stock unit (RSU) awards. RSUs tied to common stock cover 12,150, 17,700 and 5,024 underlying shares. Additional RSUs tied to Class B stock cover 2,430, 3,540 and 1,004 underlying shares. These RSUs vest based on Astronics’ average annual adjusted EBITDA for performance periods running from 2024–2026, 2025–2027 and 2026–2028, with 50% to 150% of target units potentially vesting on settlement dates in 2027, 2028 and 2029.

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Insider Hedges Nancy L
Role Principal Accounting Officer
Type Security Shares Price Value
Other Restricted Stock Unit 1,004 $0.00 --
Other Restricted Stock Unit 3,540 $0.00 --
Other Restricted Stock Unit 2,430 $0.00 --
Other $.01 PV CL B STK 6,666 $0.00 --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding $.01 PV Com Stk -- -- --
Holdings After Transaction: Restricted Stock Unit — 1,004 shares (Direct, null); $.01 PV CL B STK — 7,953 shares (Direct, null); $.01 PV Com Stk — 32,048.975 shares (Direct, null)
Footnotes (1)
  1. Shares issued pursuant to a one-for-five distribution of Class B stock to holders of both Common and Class B stock on the record date of June 15, 2026. 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, 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. Each restricted stock unit represents the right to receive, at settlement, one share of class B 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, 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.
Common stock held 32,048.975 shares Direct common stock holdings after transactions
Class B stock held 7,953 shares Direct Class B holdings after one-for-five distribution
Class B distribution 6,666 shares One-for-five Class B stock distribution on June 15, 2026 record date
Common RSU targets 12,150; 17,700; 5,024 shares RSUs on common stock, each unit for one share at settlement
Class B RSU targets 2,430; 3,540; 1,004 shares RSUs on Class B stock, each unit for one share at settlement
Performance vesting range 50%–150% Portion of RSU target that may vest based on adjusted EBITDA
Restructuring shares 13,640 shares Shares in J-code restructuring transactions
Restricted Stock Unit financial
"Each restricted stock unit represents the right to receive, at settlement, one share of common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Class B stock financial
"Shares issued pursuant to a one-for-five distribution of Class B stock to holders of both Common and Class B stock on the record date of June 15, 2026."
Class B stock is a type of company share that usually carries different voting or economic rights than the more common Class A shares — for example, fewer votes per share or different dividend rules. Investors care because those differences affect control and potential returns: it’s like owning a cheaper seat at an event that gives less say over what happens, so Class B shares can trade at different prices and influence how much sway a shareholder has over company decisions.
average annual adjusted EBITDA financial
"Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2024- December 31, 2026."
one-for-five distribution financial
"Shares issued pursuant to a one-for-five distribution of Class B stock to holders of both Common and Class B stock on the record date of June 15, 2026."
performance-based vesting financial
"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."
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SEC Form 4
FORM 4UNITED 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 NEW YORK 14052

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ASTRONICS CORP [ ATRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Principal Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
$.01 PV Com Stk32,048.975D
$.01 PV CL B STK06/15/2026J(1)6,666A$07,953D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2) (3) (3)$.01 PV Com Stk5,0245,024D
Restricted Stock Unit(4)06/15/2026J(1)1,004 (3) (3)$.01 PV CL B STK1,004$01,004D
Restricted Stock Unit(2) (5) (5)$.01 PV Com Stk17,70017,700D
Restricted Stock Unit(4)06/15/2026J(1)3,540 (5) (5)$.01 PV CL B STK3,540$03,540D
Restricted Stock Unit(2) (6) (6)$.01 PV Com Stk12,15012,150D
Restricted Stock Unit(4)06/15/2026J(1)2,430 (6) (6)$.01 PV CL B STK2,430$02,430D
Explanation of Responses:
1. Shares issued pursuant to a one-for-five distribution of Class B stock to holders of both Common and Class B stock on the record date of June 15, 2026.
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. Each restricted stock unit represents the right to receive, at settlement, one share of class B stock.
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.
6. 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. Hedges06/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Astronics (ATRO) officer Nancy Hedges report in this Form 4?

Nancy L. Hedges, Astronics’ principal accounting officer, reported updated holdings of common and Class B shares plus several restricted stock unit awards. The filing reflects a Class B stock distribution and performance-based RSUs rather than open-market share purchases or sales.

How many Astronics Class B shares does Nancy Hedges hold after these transactions?

After the reported transactions, Nancy Hedges directly holds 7,953 shares of Astronics Class B stock. This amount includes 6,666 shares issued via a one-for-five Class B stock distribution to eligible holders on the June 15, 2026 record date.

What restricted stock unit positions on Astronics common stock are reported for ATRO’s officer?

The filing shows RSU awards tied to Astronics common stock with underlying share targets of 12,150, 17,700 and 5,024. Each restricted stock unit represents the right to receive one common share upon settlement, subject to applicable vesting and performance conditions.

How are Astronics (ATRO) performance-based RSUs structured for Nancy Hedges?

The RSUs vest based on Astronics’ average annual adjusted EBITDA over multi-year periods. For cycles covering 2024–2026, 2025–2027 and 2026–2028, between 50% and 150% of target units may vest on dates in 2027, 2028 and 2029, depending on actual performance.

What is the one-for-five Class B distribution mentioned in the Astronics Form 4?

The footnotes state that 6,666 Class B shares were issued pursuant to a one-for-five distribution of Class B stock. This distribution applied to holders of both common and Class B stock on the June 15, 2026 record date, increasing their Class B holdings.

Do Astronics RSUs for Nancy Hedges convert into common or Class B stock?

The Form 4 notes that some RSUs represent the right to receive one share of common stock at settlement, while other RSUs represent the right to receive one share of Class B stock. The underlying stock type is specified for each RSU award in the disclosure.