ASTRONICS CORP — Director's Dealing 2024

May 14, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASTRONICS CORP (ATRO)
CIK: 0000008063
Period of Report: 2024-05-10

Reporting Person: Kuehn Michael C (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-10	$.01 PV Com Stk	A	261	—	Acquired	13136.128	Direct
2024-05-10	$.01 PV Com Stk	F	77	—	Disposed	13059.128	Direct
2024-05-13	$.01 PV Com Stk	J	150.786	$18.89	Acquired	13209.914	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$15.15	2033-12-07	$.01 PV Com Stk (8300)	8300	Direct
Option	$14.45	2031-01-22	$.01 PV Com Stk (27000)	27000	Direct
Option	$35.61	2027-12-12	$.01 PV CL B STK (1208)	1208	Direct
Option	$30.04	2029-12-09	$.01 PV Com Stk (18150)	18150	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (0)	0	Direct
Option	$31.57	2028-12-13	$.01 PV Com Stk (12360)	12360	Direct
Option	$11.13	2031-12-09	$.01 PV Com Stk (32700)	32700	Direct
Option	$9.74	2032-12-16	$.01 PV Com Stk (35600)	35600	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (0)	0	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (12550)	12550	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (18550)	18550	Direct
Option	$35.61	2027-12-12	$.01 PV Com Stk (8050)	8050	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (11500)	11500	Direct

Footnotes

F1: Pursuant to Astronics Corp. decision to pay out amounts earned by the reporting person under the 2024 bonus plan in shares of the Issuers common stock, par value $0.01 per share, instead of cash, the reporting person was granted the above referenced stock bonus award as a bonus for Q1 2024.

F2: Shares of common stock withheld by Astronics Corp. to satisfy applicable withholding tax upon the grant of the stock bonus award.

F3: Reflects issuer's contribution to the reporting person's account in the issuer stock fund included in the issuer's 401(k) plan. The shares are held in the 401(k) account.

F4: Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

F5: These restricted stock units vest ratably on each anniversary of the grant date over three years.

F6: Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January1, 2021- December 31, 2023. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December 31, 2023, with the vesting percentage determined based on actual performance.

F7: Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January1, 2022- December 31, 2024. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on February 24, 2025, with the vesting percentage determined based on actual performance.

F8: 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 23, 2027, with the vesting percentage determined based on actual performance.

F9: 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.