Astronics (ATRO) CEO exercises RSUs, withholds shares for tax

Rhea-AI Filing Summary

Astronics Corp President and CEO Peter J. Gundermann reported equity award activity. On March 3, 2026, he exercised 13,550 restricted stock units, receiving the same number of $.01 par value common shares at a stated price of $81.35 per share, and ended with 93,967.608 common shares held directly. To cover withholding taxes, 3,489 common shares were withheld by Astronics Corp.

Footnotes explain that each restricted stock unit converts into one common share at settlement. Several performance-based restricted stock unit awards depend on Astronics Corp.'s average annual adjusted EBITDA for periods spanning 2023–2028; between 50% and 150% of target units may vest on February 23, 2027, February 27, 2028, and February 19, 2029, based on actual performance. One grant covering the 2023–2025 period vested at 100% of the target on February 23, 2026.

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^*

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)
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		13,550	A	$81.35	97,456.608	D
$.01 PV Com Stk	03/03/2026		F(1)		3,489	D	$81.35	93,967.608	D
$.01 PV CL B STK								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	$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	(2)							(3)	(3)	$.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	(2)							(4)	(4)	$.01 PV Com Stk	25,250		25,250	D
Option	$51.72							12/04/2026	12/04/2035	$.01 PV Com Stk	29,750		29,750	D
Restricted Stock Unit	(2)							(5)	(5)	$.01 PV Com Stk	12,150		12,150	D
Restricted Stock Unit	(2)	03/03/2026		M			13,550	(6)	(6)	$.01 PV Com Stk	13,550	$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 23, 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. 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.

6. 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 amount shown reflects 100% of the target number of restricted stock units which vested on February 23, 2026.

Remarks:

	/S/JULIE DAVIS, AS POWER OF ATTORNEY FOR PETER J. GUNDERMANN	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Astronics (ATRO) report for Peter J. Gundermann?

Astronics reported that CEO Peter J. Gundermann exercised 13,550 restricted stock units into common shares and had 3,489 common shares withheld to satisfy tax obligations, updating his directly held common share position to 93,967.608 shares after these transactions.

How many Astronics common shares does the CEO hold after the reported Form 4?

After the reported equity transactions, CEO Peter J. Gundermann directly holds 93,967.608 shares of Astronics $.01 par value common stock, reflecting both the 13,550 shares received from restricted stock unit settlement and the 3,489 shares withheld for taxes.

How were taxes handled on the Astronics CEO’s restricted stock unit vesting?

Taxes were settled by share withholding. Astronics Corp. withheld 3,489 shares of $.01 par value common stock at a stated price of $81.35 per share to satisfy applicable withholding tax upon the vesting and settlement of the CEO’s restricted stock units.

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

The performance-based restricted stock units vest based on Astronics Corp.'s average annual adjusted EBITDA over multi‑year periods from 2023–2028. Depending on performance, between 50% and 150% of the target units may vest on specified dates in 2027, 2028, and 2029.

Which Astronics performance-based restricted stock units have already vested for the CEO?

One performance-based restricted stock unit award linked to Astronics Corp.'s average annual adjusted EBITDA for the 2023–2025 period has fully vested. Footnotes state that 100% of the target number of these units vested on February 23, 2026, and converted into common shares.

When might additional Astronics CEO performance-based RSUs vest, and in what range?

Additional performance-based restricted stock units may vest on February 23, 2027, February 27, 2028, and February 19, 2029. For each grant, between 50% and 150% of the target number of units can vest, with the exact percentage determined by actual adjusted EBITDA performance.