Astronics Corporation

09/11/2025 | Press release | Distributed by Public on 09/11/2025 14:12

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mulato James
2. Issuer Name and Ticker or Trading Symbol
ASTRONICS CORP [ATRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Pres Astronics Test Systems
(Last) (First) (Middle)
130 COMMERCE WAY
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
(Street)
EAST AURORA, NY 14052
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
$.01 PV Com Stk 09/05/2025 S(1) 1,000 D $38.21 42,286.822 D
$.01 PV Com Stk 09/09/2025 G(2) 11,055 D $ 0 31,231.822 D
$.01 PV CL B STK 09/05/2025 S(1) 129 D $37.73 1,066 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option $27.72 12/03/2016 12/03/2025 $.01 PV Com Stk 4,300 4,300 D
Option $27.72 12/03/2016 12/03/2025 $.01 PV CL B STK 1,387 1,387 D
Option $31.76 12/14/2017 12/14/2026 $.01 PV Com Stk 6,560 6,560 D
Option $31.76 12/14/2017 12/14/2026 $.01 PV CL B STK 984 984 D
Option $35.61 12/12/2018 12/12/2027 $.01 PV Com Stk 7,950 7,950 D
Option $35.61 12/12/2018 12/12/2027 $.01 PV CL B STK 1,193 1,193 D
Option $31.57 12/13/2019 12/13/2028 $.01 PV Com Stk 11,570 11,570 D
Option $30.04 12/09/2020 12/09/2029 $.01 PV Com Stk 18,150 18,150 D
Option $14.45 01/22/2022 01/22/2031 $.01 PV Com Stk 27,000 27,000 D
Option $11.13 12/09/2022 12/09/2031 $.01 PV Com Stk 32,700 32,700 D
Option $9.74 12/16/2023 12/16/2032 $.01 PV Com Stk 35,600 35,600 D
Option $15.15 12/07/2024 12/07/2033 $.01 PV Com Stk 8,300 8,300 D
Restricted Stock Unit (3) (4) (4) $.01 PV Com Stk 18,550 18,550 D
Restricted Stock Unit (3) (5) (5) $.01 PV Com Stk 11,500 11,500 D
Restricted Stock Unit (3) (6) (6) $.01 PV Com Stk 17,700 17,700 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mulato James
130 COMMERCE WAY
EAST AURORA, NY 14052
Pres Astronics Test Systems

Signatures

/s/Julie Davis, as Power of Attorney for James Mulato 09/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares held in a 401(k) account of Mr. Mulato and disposed of pursuant to a qualified domestic relations order.
(2) Shares transferred to 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 of the reporting person and previously included in the prior ownership reports of the reporting person.
(3) Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
(4) Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2024- December 31, 2026. The "target" number of restricted stock units is reported. Between 50% and 150% of the target number of units may vest on February 22, 2027, with the vesting percentage determined based on actual performance.
(5) Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2023- December 31, 2025. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on February 23, 2026, with the vesting percentage determined based on actual performance.
(6) Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2025- December 31, 2027. The "target" number of restricted stock units is reported. Between 50% and 150% of the target number of units may vest on February 27, 2028, with the vesting percentage determined based on actual performance.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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