Astronics Corporation Announces Pricing of 0% Convertible Senior Notes Offering (Form 8-K)

Astronics Corporation Announces Pricing of
0% Convertible Senior Notes Offering

•Opportunistic partial refinancing of outstanding 2030 notes

•A portion of the proceeds to be used to purchase capped calls intended to offset any share dilution until at least a targeted 90% premium to the volume-weighted average price of Astronics' common stock on the date of pricing

EAST AURORA, NY, September 11, 2025 - Astronics Corporation (NASDAQ: ATRO) ("Astronics" or the "Company") today announced the pricing of $210.0 million aggregate principal amount of 0% convertible senior notes due 2031 (the "Notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Astronics also granted the initial purchasers of the Notes an option to purchase up to an additional $15.0 million aggregate principal amount of the Notes, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued. The offering of the Notes is expected to close on September 16, 2025, subject to customary closing conditions.

The Notes

The Notes will be Astronics' senior unsecured obligations. The Notes will mature on January 15, 2031, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete.

Prior to the close of business on the business day immediately preceding October 15, 2030, noteholders will have the right to convert their Notes only upon the occurrence of certain events. On or after October 15, 2030, noteholders may convert all or any portion of their Notes at any time at their election until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, Astronics will satisfy its conversion obligations by paying cash up to the aggregate principal amount of the Notes to be converted and paying and/or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted. The initial conversion rate for the Notes is 18.2243 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $54.8718 per share of common stock), which represents an approximately 25% conversion premium over the reference price of $43.8974 per share of Astronics' common stock, which was the volume- weighted average price of Astronics' common stock on September 10, 2025 (the "Reference Price"). The conversion rate (and accordingly the conversion price) is subject to adjustment upon the occurrence of certain events. In addition, upon certain corporate events or upon a notice of redemption (as described below), Astronics will, under certain circumstances, increase the conversion rate for noteholders who convert Notes in connection with such a corporate event or convert their Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

The Notes will not be redeemable before January 22, 2029. The Notes will be redeemable, in whole or in part, for cash at Astronics' option at any time, and from time to time, on or after January 22, 2029 and prior to the 51st scheduled trading day immediately preceding the maturity date, if (1) the Notes are "freely tradable" (as will be defined in the indenture for the Notes), and certain accrued and unpaid special interest, if any, has been paid in full, as of the first special interest payment date occurring on or before the date Astronics sends such notice and (2) the last reported sale price per share of Astronics' common stock has been at least 130% of the conversion price for a specified period of time. The redemption price will be equal to 100% of the principal

amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

If a "fundamental change" (as will be defined in the indenture for the Notes) occurs, then, subject to limited exceptions, noteholders may require Astronics to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date. Astronics intends to use (i) approximately $25.1 million of the net proceeds from this offering to enter into the capped call transactions described below and (ii) approximately $177.0 million of the net proceeds from this offering, together with $108.8 million of borrowings under its ABL Revolving Credit Facility, to repurchase approximately $132.0 million aggregate principal amount of its outstanding 5.500% Convertible Senior Notes due 2030 (the "2030 notes") as described below.

If the option granted to the initial purchasers to purchase additional Notes is exercised, Astronics intends to use a portion of the net proceeds from the sale of such additional Notes to enter into additional capped call transactions and any remaining net proceeds for general corporate purposes, including the repayment of borrowings under its ABL Revolving Credit Facility.

Capped Call Transactions

In connection with the pricing of the Notes, Astronics has entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates and/or certain other financial institutions (the "option counterparties"). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Astronics' common stock initially underlying the Notes. The cap price of the capped call transactions is initially approximately $83.4051 per share of Astronics' common stock, representing a premium of approximately 90% above the Reference Price, and is subject to customary anti-dilution adjustments under the terms of the capped call transactions. The capped call transactions are generally expected to reduce the potential dilution to Astronics' common stock upon any conversion of the Notes and/or offset any potential cash payments Astronics is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional Notes, Astronics expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, Astronics expects the option counterparties or their respective affiliates to enter into various derivative transactions with respect to Astronics' common stock and/or purchase shares of Astronics' common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Astronics' common stock or the Notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Astronics' common stock and/or purchasing or selling Astronics' common stock or other securities of Astronics in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the observation period related to a conversion of the Notes, in connection with any fundamental change repurchase or redemption of the Notes and, to the extent Astronics unwinds a corresponding portion of the capped call transactions, following any other repurchase of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of Astronics' common stock or the Notes, which could affect a noteholder's ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the Notes.

Repurchase of Outstanding 2030 Notes

Concurrently with the pricing of the offering, Astronics entered into privately negotiated transactions effected through one of the initial purchasers or its affiliate, as its agent, with certain holders of the 2030 notes to repurchase for cash $132.0 million aggregate principal of the 2030 notes on terms negotiated with each such holder.

Astronics expects that some or all of the holders of the 2030 notes that it repurchases may have purchased and may further purchase shares of Astronics' common stock in open market transactions to unwind hedge positions that they have with respect to their investment in the 2030 notes. These open market purchases, in turn, may have placed and may further place upward pressure on the trading price of Astronics' common stock, causing Astronics' common stock to trade at higher prices than would be the case in the absence of these purchases. Such repurchases could have affected and could further affect the market price of the Notes and may also have impacted the initial conversion price for the Notes.

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The Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the Notes and any shares of Astronics' common stock issuable upon conversion of the Notes have not been registered under the Securities Act, or any state securities law, and the Notes and any such shares may not be offered or sold absent registration under, or pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.