Astronics Corp (ATRO) officer exercises restricted stock units and withholds shares

Rhea-AI Filing Summary

Astronics Corp Principal Accounting Officer Nancy L. Hedges exercised 5,050 restricted stock units on March 3, 2026, receiving 5,050 shares of $.01 par value common stock at a transaction price of $81.35 per share. A related derivative security entry shows 5,050 restricted stock units exercised or converted, leaving 0 such units from that award.

To cover withholding taxes upon this vesting, 1,821 common shares were disposed of at $81.35 per share through a tax-withholding transaction, leaving Hedges with 32,048.975 common shares held directly as of that date. Footnotes state these restricted stock units vested 100% on February 23, 2026.

Hedges also holds several performance-based restricted stock unit awards. One award’s vesting depends on Astronics Corp.’s average annual adjusted EBITDA for January 1, 2024–December 31, 2026, with 50%–150% of the target units potentially vesting on February 22, 2027 based on actual performance. A second award is tied to average annual adjusted EBITDA for January 1, 2025–December 31, 2027, with 50%–150% of target units potentially vesting on February 27, 2028. A third award depends on average annual adjusted EBITDA for January 1, 2026–December 31, 2028, with 50%–150% of target units potentially vesting on February 19, 2029. Each restricted stock unit represents the right to receive one share of common stock at settlement.

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^*

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)
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 CL B STK								1,287	D
$.01 PV Com Stk	03/03/2026		M		5,050	A	$81.35	33,869.975	D
$.01 PV Com Stk	03/03/2026		F(1)		1,821	D	$81.35	32,048.975	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	17,700		17,700	D
Restricted Stock Unit	(2)							(4)	(4)	$.01 PV Com Stk	5,024		5,024	D
Restricted Stock Unit	(2)							(5)	(5)	$.01 PV Com Stk	12,150		12,150	D
Restricted Stock Unit	(2)	03/03/2026		M			5,050	(6)	(6)	$.01 PV Com Stk	5,050	$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, 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.

4. 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.

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

Remarks:

	/S/JULIE DAVIS, as Power of Attorney for Nancy L. Hedges	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Nancy L. Hedges report for ASTRONICS CORP (ATRO)?

Nancy L. Hedges reported exercising 5,050 restricted stock units into 5,050 shares of Astronics Corp common stock. She also reported a related tax-withholding disposition of 1,821 common shares, leaving her with 32,048.975 common shares held directly after these transactions.

How many ASTRONICS CORP (ATRO) shares does Nancy L. Hedges hold after these Form 4 transactions?

After the reported transactions, Nancy L. Hedges directly holds 32,048.975 shares of Astronics Corp $.01 par value common stock. This figure reflects the exercise of 5,050 restricted stock units and the tax-withholding disposition of 1,821 shares on March 3, 2026.

What price was used for Nancy L. Hedges’s ASTRONICS CORP (ATRO) share transactions?

Both the issuance of 5,050 Astronics Corp common shares and the tax-withholding disposition of 1,821 shares were recorded at a transaction price of $81.35 per share. This price applied to the non-derivative common stock entries reported on March 3, 2026.

How are Nancy L. Hedges’s ASTRONICS CORP (ATRO) restricted stock units structured?

Each restricted stock unit represents the right to receive one share of Astronics Corp common stock at settlement. Some units vest based on average annual adjusted EBITDA over multi-year performance periods, with 50%–150% of target units potentially vesting on specified future dates.

What performance conditions affect ASTRONICS CORP (ATRO) restricted stock units held by Nancy L. Hedges?

Several restricted stock unit awards vest based on Astronics Corp’s average annual adjusted EBITDA over periods 2024–2026, 2025–2027, and 2026–2028. For each award, between 50% and 150% of the target units may vest on scheduled 2027, 2028, or 2029 dates, depending on actual performance.

When did certain ASTRONICS CORP (ATRO) restricted stock units fully vest for Nancy L. Hedges?

A set of restricted stock units held by Nancy L. Hedges vested 100% on February 23, 2026. The March 3, 2026 Form 4 reflects the exercise or conversion of 5,050 of these vested units into an equal number of Astronics Corp common shares.