Form 4: Astronics Executive Gifts Shares, Updates Holdings
Insider Transaction Report
Mark Peabody, Executive VP & President-Aerospace at Astronics Corp., reported gifting 650 shares of common stock.
Summary
- Mark Peabody, Executive VP & President-Aerospace at Astronics Corp. (ATRO), reported a disposition of 650 shares of $.01 PV Common Stock.
- The transaction occurred on November 26, 2025, and was classified as a gift (Transaction Code G).
- Following this transaction, Mr. Peabody directly beneficially owns 54,674.73 shares of $.01 PV Common Stock and 185,445 shares of $.01 PV Class B Stock.
- The filing also details various derivative securities held by Mr. Peabody, including stock options with exercise prices ranging from $9.74 to $35.61 and expiration dates between December 2026 and December 2033.
- Additionally, Mr. Peabody holds Restricted Stock Units (RSUs) totaling 41,900 target units, whose vesting is contingent on Astronics Corp.'s average annual adjusted EBITDA performance over various multi-year periods, with vesting dates in February 2026, February 2027, and February 2028.
Sentiment
Score: 5
Explanation: The filing reports a routine insider transaction (a gift) and updates beneficial ownership, including performance-based equity awards. It is neutral in terms of immediate positive or negative implications for the company's operational or financial performance. The gift is a small percentage of total holdings.
Positives
- The executive continues to hold a substantial number of common shares (54,674.73) and Class B shares (185,445), indicating continued alignment with shareholder interests.
- Significant holdings of stock options and Restricted Stock Units (RSUs) further align the executive's long-term incentives with company performance, particularly tied to adjusted EBITDA.
Negatives
- The disposition of 650 shares, even as a gift, slightly reduces the executive's direct common stock holdings.
Risks
- The vesting of a significant portion of the executive's Restricted Stock Units (RSUs) is tied to Astronics Corp.'s average annual adjusted EBITDA performance, introducing a performance-based risk to the executive's compensation if financial targets are not met.
Future Outlook
The vesting of a significant portion of the executive's Restricted Stock Units is tied to Astronics Corp.'s average annual adjusted EBITDA performance for the periods spanning January 1, 2023, to December 31, 2025; January 1, 2024, to December 31, 2026; and January 1, 2025, to December 31, 2027. The actual number of units vesting can range from 50% to 150% (or 75% to 115% for one tranche) of the target number based on achieving these future financial targets.
Industry Context
A single insider transaction, especially a gift, typically does not provide enough information to analyze broader industry trends or competitive landscape without additional context.
Related Party Transactions
- The gift of 650 shares of common stock by Mark Peabody, an Executive VP & President-Aerospace, represents a related party transaction as it involves an insider's disposition of company securities.
Stakeholder Impact
- Shareholders: The gift of a small number of shares by an executive is unlikely to have a material impact on the company's stock price or overall shareholder value. The executive's continued substantial holdings of common stock, Class B stock, options, and RSUs indicate ongoing alignment with shareholder interests.
- Employees: No direct impact on employees is indicated.
- Customers: No direct impact on customers is indicated.
- Suppliers: No direct impact on suppliers is indicated.
- Creditors: No direct impact on creditors is indicated.
Next Steps
- Astronics Corp. will continue to report its average annual adjusted EBITDA for the periods ending December 31, 2025, December 31, 2026, and December 31, 2027, which will determine the vesting percentage of the executive's Restricted Stock Units.
- The executive's Restricted Stock Units are scheduled to vest on February 23, 2026, February 22, 2027, and February 27, 2028, based on performance.
- Various stock options held by the executive will become exercisable and expire on their respective dates through December 2033.
Key Dates
| Date | Description |
|---|---|
| 12/14/2017 | Date exercisable for options with $31.76 exercise price, expiring 12/14/2026. |
| 12/12/2018 | Date exercisable for options with $35.61 exercise price, expiring 12/12/2027. |
| 12/13/2019 | Date exercisable for options with $31.57 exercise price, expiring 12/13/2028. |
| 12/09/2020 | Date exercisable for options with $30.04 exercise price, expiring 12/09/2029. |
| 01/22/2022 | Date exercisable for options with $14.45 exercise price, expiring 01/22/2031. |
| 12/09/2022 | Date exercisable for options with $11.13 exercise price, expiring 12/09/2031. |
| 01/01/2023 | Start of performance period for 10,850 RSUs (vesting on 02/23/2026). |
| 12/16/2023 | Date exercisable for options with $9.74 exercise price, expiring 12/16/2032. |
| 01/01/2024 | Start of performance period for 15,900 RSUs (vesting on 02/22/2027). |
| 12/07/2024 | Date exercisable for options with $15.15 exercise price, expiring 12/07/2033. |
| 01/01/2025 | Start of performance period for 15,150 RSUs (vesting on 02/27/2028). |
| 11/26/2025 | Date of common stock gift transaction. |
| 12/01/2025 | Date the Form 4 was signed and filed. |
| 12/31/2025 | End of performance period for 10,850 RSUs (vesting on 02/23/2026). |
| 02/23/2026 | Vesting date for 10,850 Restricted Stock Units. |
| 12/14/2026 | Expiration date for options with $31.76 exercise price. |
| 12/31/2026 | End of performance period for 15,900 RSUs (vesting on 02/22/2027). |
| 02/22/2027 | Vesting date for 15,900 Restricted Stock Units. |
| 12/12/2027 | Expiration date for options with $35.61 exercise price. |
| 02/27/2028 | Vesting date for 15,150 Restricted Stock Units. |
| 12/31/2027 | End of performance period for 15,150 RSUs (vesting on 02/27/2028). |
| 12/13/2028 | Expiration date for options with $31.57 exercise price. |
| 12/09/2029 | Expiration date for options with $30.04 exercise price. |
| 01/22/2031 | Expiration date for options with $14.45 exercise price. |
| 12/09/2031 | Expiration date for options with $11.13 exercise price. |
| 12/16/2032 | Expiration date for options with $9.74 exercise price. |
| 12/07/2033 | Expiration date for options with $15.15 exercise price. |
Recommendation
holdThis Form 4 filing details a routine insider gift of a small number of shares and updates the executive's beneficial ownership, including performance-based equity awards. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The executive's continued substantial equity holdings, including performance-linked RSUs, suggest ongoing alignment with long-term company success. Therefore, a "hold" recommendation is appropriate as this filing does not present a catalyst for a change in investment thesis.
Keywords
Astronics Corp, ATRO, Form 4, Insider Transaction, Stock Gift, Executive Compensation, Restricted Stock Units, Stock Options, Beneficial Ownership, EBITDA
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