Astronics SEC Filings

James Mulato, President of Astronics Test Systems and a reporting person for Astronics Corporation (ATRO), acquired 1,280 common shares on 09/30/2025 by exercising an Employee Stock Purchase Plan subscription, increasing his beneficial ownership to 32,511.822 shares of common stock and 1,066 shares of Class B stock. The filing lists multiple outstanding stock options with exercise prices from $9.74 to $35.61 and expiration dates through 12/07/2033, and several performance-based restricted stock unit awards whose vesting depends on average annual adjusted EBITDA for specified multi-year periods. The Form 4 was signed on behalf of Mr. Mulato by a power of attorney on 10/02/2025.

Nancy L. Hedges, identified as an officer (Principal Accounting Officer) and director of Astronics Corp (ATRO), reported insider transactions on 09/30/2025. The filing discloses an acquisition of 1,280 common shares through exercise of a subscription agreement under the company’s Employee Stock Purchase Plan. The Form 4 also lists existing derivative and equity holdings: outstanding stock options exercisable through 2025–2026, and several restricted stock unit (RSU) awards totaling 27,948.975 shares reported following the transactions. Some RSUs vest based on performance tied to average annual adjusted EBITDA over specified multi‑year periods, with vesting windows in 2026, 2027, and 2028.

The filing was signed by an attorney-in-fact on behalf of Ms. Hedges on 10/02/2025. Explanations clarify that each RSU equals one share at settlement and that performance‑based RSUs may vest between 50% and 150% of target depending on actual results.

Astronics Corporation issued senior unsecured notes that produced approximately $216.7 million of net proceeds. The company used about $26.9 million to pay for capped call transactions and, together with $85.0 million of borrowings under its ABL Revolving Credit Facility and $11.0 million of cash on hand, repurchased approximately $132.0 million principal amount of its 5.500% Convertible Senior Notes due 2030. The new Notes, issued under an indenture, mature on January 15, 2031, bear no regular interest and do not accrete. Conversion rights are limited prior to October 15, 2030, and on conversion the company may settle with cash and/or shares subject to the terms. The company entered into capped call transactions with option counterparties to reduce potential dilution, with an initial cap price near $83.4051 per share. The Indenture includes customary Events of Default, repurchase rights on Fundamental Change, and specified redemption windows.

James Mulato, an officer of Astronics Corp. (ATRO), reported reductions in his ownership through sales and transfers in two transactions dated 09/05/2025 and 09/09/2025. On 09/05/2025 he sold 1,000 common shares at $38.21 and 129 Class B shares at $37.73. On 09/09/2025 he transferred 11,055 common shares (reported as price $0) to his former spouse in a divorce settlement and disposed of shares held in a 401(k) pursuant to a qualified domestic relations order. Following these transactions he beneficially owned 42,286.822 common shares and 1,066 Class B shares (direct ownership). The Form 4 was executed by Julie Davis as Power of Attorney on behalf of Mr. Mulato.

Astronics Corporation (ATRO) disclosed transactions and accounting presentation changes in a Current Report on Form 8-K. The company may repurchase outstanding 2030 notes in individually negotiated transactions, which could lead holders to buy common stock in open market transactions to unwind hedges and potentially place upward pressure on Astronics' stock price. Astronics also stated intent to pursue a cash flow-based revolving credit facility to replace its existing credit agreement, but provided no assurances that such a facility will be secured or on favorable terms. Separately, Astronics changed its presentation of research and development costs in Q1 2025, moving R&D out of Cost of Products Sold into a separate line item and furnished supplemental historical R&D, cost of products sold, and gross profit data for 2022–2024 for comparability.

Mark Peabody, Executive VP & President - Aerospace at Astronics Corp. (ATRO), reported changes in his beneficial ownership on Form 4. The filing shows transactions dated 08/13/2025 including dispositions: 450 shares of common stock and 183,994 shares of Class B stock. The report lists his remaining direct holdings and outstanding equity awards, including multiple stock options exercisable through 2033 and several restricted stock unit grants tied to average annual adjusted EBITDA performance periods spanning 2023–2027, with vesting ranges specified. The form is signed by Julie Davis as Power of Attorney for Mr. Peabody.

Linda O'Brien, a director of Astronics Corporation (ATRO), received 6,055 shares of common stock upon settlement of restricted stock units and increased her direct holdings to 19,839 shares. The filing shows 6,055 restricted stock units settled into shares at no cash price, and an additional 1,200 shares are reported as indirectly owned through her spouse. The transaction was reported on the Form 4 and executed under code M, with the shares added to her direct beneficial ownership.

This disclosure documents an insider equity settlement rather than an open-market purchase or sale, showing management compensation converted into common stock and clarifying both direct and spousal indirect ownership positions.

Jeffry D. Frisby, a director of Astronics Corporation (ATRO), received and settled restricted stock units into common stock on August 27, 2025. The filing shows Frisby was issued 6,055 restricted stock units that were settled for 6,055 shares of common stock at no cash price ($0 listed). After the transaction, Frisby beneficially owned 47,523 shares of Astronics common stock. The Form 4 was signed by a power of attorney on August 28, 2025.

Robert S. Keane, a director of Astronics Corporation (ATRO), reported transactions dated 08/27/2025 on a Form 4. He received 6,055 shares of common stock through the settlement of restricted stock units at no cash cost ($0 per share). After the settlement, Mr. Keane directly beneficially owned 12,401 shares of common stock.

The filing discloses material indirect holdings: 206,886 Class B shares (reported as indirect via Note 1) and 208,199 Class B shares (reported as indirect via Note 2). The filing explains these indirect interests arise from a trust and an LLC (Boston & Saranac LLC) that ultimately list Mr. Keane and his spouse as beneficiaries, with the reporting person’s proportionate interest below 25% of the trust.