Form 4: Astronics Officer Exercises Options, Adjusts Holdings

Astronics Principal Accounting Officer Nancy L. Hedges exercised stock options and disposed of shares for tax withholding on November 17, 2025.

Summary

• Nancy L. Hedges, Principal Accounting Officer of Astronics Corp. (ATRO), reported multiple transactions on November 17, 2025.
• Acquired 1,400 shares of $.01 PV Com Stk at an exercise price of $27.72 through stock option exercise.
• Disposed of 984 shares of $.01 PV Com Stk at a price of $52.15 to satisfy applicable withholding taxes.
• Acquired an additional 1,520 shares of $.01 PV Com Stk at an exercise price of $31.76 through stock option exercise.
• Disposed of 1,065 shares of $.01 PV Com Stk at a price of $52.15 to satisfy applicable withholding taxes.
• Acquired 452 shares of $.01 PV CL B STK at an exercise price of $27.72 through stock option exercise.
• Acquired 228 shares of $.01 PV CL B STK at an exercise price of $31.76 through stock option exercise.
• Following these transactions, beneficial ownership stands at 28,819.975 shares of $.01 PV Com Stk and 1,287 shares of $.01 PV CL B STK.
• Holds 17,700 target Restricted Stock Units (RSUs) whose vesting is contingent on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2025, to December 31, 2027, with a potential vesting range of 50% to 150% of target on February 27, 2028.
• Holds 5,024 target RSUs whose vesting is contingent on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2024, to December 31, 2026, with a potential vesting range of 50% to 150% of target on February 22, 2027.
• Holds 5,050 RSUs scheduled to vest 100% on February 23, 2026.

Sentiment

Score: 5

Explanation: This Form 4 reports routine insider transactions (option exercises and tax-related sales) and updates on equity holdings, which are standard disclosures and do not inherently indicate a positive or negative sentiment about the company's immediate prospects.

Positives

• Principal Accounting Officer exercised stock options, indicating a realization of value from previously granted equity incentives.

Negatives

• A portion of shares acquired through option exercise were immediately disposed of to cover tax obligations, a common practice that reduces the net shares retained from the exercise.

Risks

• Vesting of a significant portion of Restricted Stock Units (RSUs) is contingent on Astronics Corp.'s average annual adjusted EBITDA performance over multi-year periods (2024-2026 and 2025-2027), introducing performance risk to the full realization of these awards.

Future Outlook

Future equity compensation for the Principal Accounting Officer is tied to Astronics Corp.'s average annual adjusted EBITDA performance for the periods 2024-2026 and 2025-2027, with vesting dates in 2027 and 2028, respectively. This indicates a forward-looking incentive structure aligned with company financial performance.

Industry Context

NA

Stakeholder Impact

• Shareholders gain transparency into executive equity compensation and holdings, which can inform their assessment of management's alignment with shareholder interests.
• The reporting person (Nancy L. Hedges) is realizing value from her equity awards, which is a standard component of executive compensation.

Next Steps

• Vesting of 5,050 Restricted Stock Units on February 23, 2026.
• Vesting of 5,024 target Restricted Stock Units on February 22, 2027, contingent on 2024-2026 adjusted EBITDA performance.
• Vesting of 17,700 target Restricted Stock Units on February 27, 2028, contingent on 2025-2027 adjusted EBITDA performance.

Key Dates

Keywords

SEC Form 4, Insider Trading, Stock Options, Restricted Stock Units, Astronics Corp, ATRO, Executive Compensation, Equity Awards