Form 4: Astronics Executive Reports Stock Sales, Transfers
Insider Transaction Report
Astronics Corp. President of Test Systems, James Mulato, reported sales and transfers of common and Class B stock related to a qualified domestic relations order and a divorce settlement.
Summary
- James Mulato, President of Astronics Test Systems, reported the disposition of shares of Astronics Corp. common stock and Class B stock.
- On September 5, 2025, 1,000 shares of $.01 PV Common Stock were sold at $38.21 per share from a 401(k) account, pursuant to a qualified domestic relations order (QDRO).
- Also on September 5, 2025, 129 shares of $.01 PV Class B Stock were sold at $37.73 per share from a 401(k) account, pursuant to a QDRO.
- On September 9, 2025, 11,055 shares of $.01 PV Common Stock were transferred to a former spouse in connection with a divorce settlement, with a transaction price of $0.
- Following these transactions, Mr. Mulato directly beneficially owns 31,231.822 shares of $.01 PV Common Stock and 1,066 shares of $.01 PV Class B Stock.
- The filing also details various outstanding stock options and Restricted Stock Units (RSUs) held by Mr. Mulato.
- RSUs are performance-based, with vesting contingent on Astronics Corp.'s average annual adjusted EBITDA over specific multi-year periods.
Sentiment
Score: 5
Explanation: The filing reports routine insider transactions related to personal legal events (QDRO, divorce settlement) and does not reflect on the operational performance or strategic direction of Astronics Corp. The sentiment is neutral as these are non-discretionary personal dispositions.
Risks
- Vesting of certain Restricted Stock Units (RSUs) is dependent on Astronics Corp.'s average annual adjusted EBITDA performance for the periods January 1, 2024-December 31, 2026; January 1, 2023-December 31, 2025; and January 1, 2025-December 31, 2027. Failure to meet these performance targets could result in a lower vesting percentage (between 50% and 150% of target for some, 75% and 115% for others).
Future Outlook
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 for future periods, specifically January 1, 2024-December 31, 2026; January 1, 2023-December 31, 2025; and January 1, 2025-December 31, 2027. This indicates a forward-looking incentive structure linked to the company's profitability.
Management Comments
- Shares held in a 401(k) account of Mr. Mulato were disposed of pursuant to a qualified domestic relations order.
- Shares were transferred to the former spouse of Mr. Mulato in connection with a divorce settlement. The reporting person no longer has a reportable beneficial interest in 100 shares of common stock and 32 shares of Class B stock owned by the former spouse and previously included in prior ownership reports.
Industry Context
This Form 4 filing primarily details personal transactions by an executive and does not provide direct insights into broader industry trends or competitive positioning. The performance-based RSU vesting, however, aligns with common executive compensation practices in the aerospace and defense or test systems industries, linking executive incentives to company financial performance metrics like EBITDA.
Stakeholder Impact
- Shareholders: Minimal direct impact as the transactions are personal dispositions by an executive and not indicative of company performance or strategic shifts. The reduction in the executive's direct beneficial ownership is due to personal circumstances.
- Employees: No direct impact indicated by this filing.
- Customers: No direct impact indicated by this filing.
- Suppliers: No direct impact indicated by this filing.
- Creditors: No direct impact indicated by this filing.
Next Steps
- Astronics Corp. will continue to report its average annual adjusted EBITDA for the periods relevant to the vesting of the executive's Restricted Stock Units (2023-2025, 2024-2026, 2025-2027).
- The Restricted Stock Units are scheduled to vest on February 23, 2026, February 22, 2027, and February 27, 2028, based on performance.
Key Dates
| Date | Description |
|---|---|
| 12/03/2016 | Date exercisable for options with an exercise price of $27.72 and expiration date of 12/03/2025. |
| 12/14/2017 | Date exercisable for options with an exercise price of $31.76 and expiration date of 12/14/2026. |
| 12/12/2018 | Date exercisable for options with an exercise price of $35.61 and expiration date of 12/12/2027. |
| 12/13/2019 | Date exercisable for options with an exercise price of $31.57 and expiration date of 12/13/2028. |
| 12/09/2020 | Date exercisable for options with an exercise price of $30.04 and expiration date of 12/09/2029. |
| 01/22/2022 | Date exercisable for options with an exercise price of $14.45 and expiration date of 01/22/2031. |
| 12/09/2022 | Date exercisable for options with an exercise price of $11.13 and expiration date of 12/09/2031. |
| 12/16/2023 | Date exercisable for options with an exercise price of $9.74 and expiration date of 12/16/2032. |
| 01/01/2023 | Start of performance period for 11,500 target Restricted Stock Units, ending December 31, 2025. |
| 12/07/2024 | Date exercisable for options with an exercise price of $15.15 and expiration date of 12/07/2033. |
| 01/01/2024 | Start of performance period for 18,550 target Restricted Stock Units, ending December 31, 2026. |
| 01/01/2025 | Start of performance period for 17,700 target Restricted Stock Units, ending December 31, 2027. |
| 09/05/2025 | Transaction date for the sale of 1,000 shares of Common Stock and 129 shares of Class B Stock. |
| 09/09/2025 | Transaction date for the transfer of 11,055 shares of Common Stock to a former spouse. |
| 09/12/2025 | Signature date of the reporting person's Power of Attorney. |
| 12/03/2025 | Expiration date for options with an exercise price of $27.72. |
| 02/23/2026 | Vesting date for 11,500 target Restricted Stock Units (2023-2025 performance period). |
| 12/14/2026 | Expiration date for options with an exercise price of $31.76. |
| 02/22/2027 | Vesting date for 18,550 target Restricted Stock Units (2024-2026 performance period). |
| 12/12/2027 | Expiration date for options with an exercise price of $35.61. |
| 02/27/2028 | Vesting date for 17,700 target Restricted Stock Units (2025-2027 performance period). |
| 12/13/2028 | Expiration date for options with an exercise price of $31.57. |
| 12/09/2029 | Expiration date for options with an exercise price of $30.04. |
| 01/22/2031 | Expiration date for options with an exercise price of $14.45. |
| 12/09/2031 | Expiration date for options with an exercise price of $11.13. |
| 12/16/2032 | Expiration date for options with an exercise price of $9.74. |
| 12/07/2033 | Expiration date for options with an exercise price of $15.15. |
Keywords
Astronics Corp, ATRO, Form 4, Insider Transaction, Beneficial Ownership, Stock Options, Restricted Stock Units, Executive Compensation, EBITDA, Qualified Domestic Relations Order, Divorce Settlement
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