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Astronics Corp (ATRO) officer and Principal Accounting Officer Nancy L. Hedges reported multiple equity transactions. On 11/17/2025, she exercised stock options for a total of 3,600 shares of common and Class B stock at exercise prices of $27.72 and $31.76. Some of the resulting common shares were withheld by Astronics to cover tax obligations at a price of $52.15.
After these transactions, she continued to hold Astronics common and Class B shares directly, as well as several blocks of restricted stock units (RSUs). These include 17,700, 5,024, and 5,050 RSUs, each representing the right to receive one share of common stock at settlement. Two RSU awards vest between 50% and 150% of a target amount based on Astronics’ average annual adjusted EBITDA over performance periods running through December 31, 2026 and December 31, 2027, with potential vesting on February 22, 2027 and February 27, 2028. Another RSU grant is scheduled to vest February 23, 2026.
Astronics Corporation reported Q3 2025 results with sales of $211.4 million, up from $203.7 million a year ago. For the nine months, sales reached $622.1 million, and income from operations rose to $41.0 million, helping narrow the year-to-date net loss to $0.3 million. Operating cash flow improved to $47.2 million, reflecting better working capital trends.
The company refinanced and extended its capital structure: it issued $225.0 million zero-coupon 2031 convertible notes, partially repurchased $132.0 million of 2030 notes (recording a $32.6 million inducement loss), entered capped calls for $26.9 million, and ended the quarter with $85.0 million drawn on its ABL. Backlog was $646.7 million, with $479.2 million expected over the next twelve months.
Subsequent to quarter-end, Astronics acquired Bühler Motor Aviation for $18.0 million and replaced its ABL with a $300 million secured revolver maturing in 2030. During 2025, the company paid $21.6 million related to a UK legal matter. As of October 30, 2025, 35,629,121 shares were outstanding.
Astronics Corporation furnished an 8-K to announce its third quarter 2025 financial results. The company reported that a news release detailing the results is attached as Exhibit 99.1.
The information in this report, including Exhibit 99.1, is provided under Item 2.02 and is expressly stated as furnished, not filed, under the Exchange Act and Securities Act. The filing also includes Exhibit 104, the cover page interactive data file embedded within Inline XBRL.
Astronics Corp (ATRO) disclosed an insider equity transaction on a Form 4. Officer James Mulato (President, Astronics Test Systems) exercised stock options on 10/22/2025, acquiring 4,300 shares of $.01 par value Common Stock and 1,387 shares of $.01 par value Class B Stock at an exercise price of $27.72 per share.
Following these transactions, Mulato beneficially owned 36,811.822 shares of Common Stock and 2,453 shares of Class B Stock, held directly. The filing shows multiple remaining option grants with various exercise prices and expirations, as well as performance-based RSUs. Footnotes state that RSUs vest based on average annual adjusted EBITDA over specified multi-year periods, with vesting on stated dates tied to performance outcomes.
Astronics Corporation entered a new cash flow-based revolving credit agreement with HSBC, replacing its prior asset-based facility. The revolving commitments increased to $300.0 million from $220.0 million, with an option to request up to an additional $100.0 million plus an incremental amount, subject to leverage requirements. The facility matures on October 16, 2030.
Borrowings bear interest at Term SOFR plus a margin of 1.25%–2.125%, based on the Total Net Debt Leverage Ratio. Unused commitments incur a quarterly fee of 0.20%–0.35%. Certain subsidiaries guarantee the facility and their assets secure the obligations.
Astronics repaid all amounts under the terminated asset-based agreement using borrowings under the new facility, incurring no termination penalties. Key covenants include a Total Net Debt Leverage Ratio not exceeding 4.50x (up to 4.75x for the quarter ending December 31, 2025), a Consolidated Interest Coverage Ratio of at least 3.50x, and a Secured Net Debt Leverage Ratio not exceeding 3.00x.
Mark Peabody, Executive Vice President & President-Aerospace of Astronics Corp. (ATRO), reported an acquisition of 1,280 common shares on 09/30/2025 via the Employee Stock Purchase Plan at a reported price of $16.60. After the transaction the filing shows beneficial ownership figures including 50,824.73 (reported in the form) and 183,994 Class B shares.
The filing lists a portfolio of outstanding long-term equity awards: multiple stock options exercisable through 2033 and several restricted stock unit awards that vest based on Astronics’ average annual adjusted EBITDA over specified multi-year performance periods (2023–2025, 2024–2026, 2025–2027) with stated vesting ranges. The Form 4 was signed by a Power of Attorney on 08/28/2025.
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.