Astronics Corp Files 8-K: Agreements, Obligations, Equity Sales

TL;DR

ATRO dropped an 8-K: new deals, debt, and stock sales on Sept 16.

AI Summary

On September 16, 2025, Astronics Corporation (ATRO) filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also contains Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Astronics Corporation, including new financial commitments and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• ASTRONICS CORP (company) — Registrant
• 0000008063 (company) — Central Index Key
• 160959303 (company) — EIN
• NY (company) — State of Incorporation
• 130 COMMERCE WAY (company) — Business Address
• EAST AURORA (company) — City
• 14052-2164 (company) — ZIP Code
• 716-805-1599 (company) — Business Phone
• ASTRONICS LUMINESCENT INC (company) — Former Company Name
• 19711209 (company) — Date of Name Change

FAQ

Key Financial Figures

• $225.0 million — nics Corporation (the "Company") issued $225.0 million aggregate principal amount of 0% Conver
• $15.0 million — Notes were issued, up to an additional $15.0 million aggregate principal amount of the Notes
• $216.7 m — s from this offering were approximately $216.7 million, after deducting the initial purc
• $26.9 million — ses. The Company used approximately (i) $26.9 million of the net proceeds from the offering t
• $189.8 million — nsactions (as described below) and (ii) $189.8 million of the net proceeds, together with appr
• $85.0 million — t proceeds, together with approximately $85.0 million of borrowings under its ABL Revolving C
• $11.0 million — lving Credit Facility and approximately $11.0 million of cash on hand, to repurchase approxim
• $132.0 million — sh on hand, to repurchase approximately $132.0 million aggregate principal amount of its 5.500
• $1,000 — s is 18.2243 shares of common stock per $1,000 principal amount of Notes (equivalent t
• $54.8718 — itial conversion price of approximately $54.8718 per share of common stock), which repre
• $43.8974 — ion premium over the reference price of $43.8974 per share of the Company's common stock
• $20,000,000 — tedness for money borrowed in excess of $20,000,000; (vi) the failure of the Company or any
• $83.4051 — transactions is initially approximately $83.4051 per share of the Company's common stock

Filing Documents

• atro-20250916.htm (8-K) — 44KB
• a091625exhibit41.htm (EX-4.1) — 774KB
• a091625exhibit101.htm (EX-10.1) — 310KB
• a091625exhibit991.htm (EX-99.1) — 28KB
• a091625exhibit992.htm (EX-99.2) — 20KB
• image_0a.jpg (GRAPHIC) — 44KB
• image_0c.jpg (GRAPHIC) — 44KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 1KB
• image_3.jpg (GRAPHIC) — 1KB
• image_4.jpg (GRAPHIC) — 2KB
• 0000008063-25-000075.txt ( ) — 1623KB
• atro-20250916.xsd (EX-101.SCH) — 2KB
• atro-20250916_lab.xml (EX-101.LAB) — 21KB
• atro-20250916_pre.xml (EX-101.PRE) — 12KB
• atro-20250916_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 0% Convertible Senior Notes due 2031 On September 16, 2025, Astronics Corporation (the "Company") issued $225.0 million aggregate principal amount of 0% Convertible Senior Notes due 2031 (the "Notes"). Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the first date the Notes were issued, up to an additional $15.0 million aggregate principal amount of the Notes. The Notes issued on September 16, 2025 include $15.0 million aggregate principal amount of the Notes issued pursuant to the full exercise by the initial purchasers of such option on September 11, 2025.

Use of Proceeds

Use of Proceeds The Company's net proceeds from this offering were approximately $216.7 million, after deducting the initial purchasers' discounts and commissions and estimated offering expenses. The Company used approximately (i) $26.9 million of the net proceeds from the offering to pay the cost of the capped call transactions (as described below) and (ii) $189.8 million of the net proceeds, together with approximately $85.0 million of borrowings under its ABL Revolving Credit Facility and approximately $11.0 million of cash on hand, to repurchase approximately $132.0 million aggregate principal amount of its 5.500% Convertible Senior Notes due 2030 (the "2030 notes"). The Company intends to use the remaining net proceeds for general corporate purposes, including the repayment of borrowings under its ABL Revolving Credit Facility. Indenture The Company issued the Notes pursuant to an indenture (the "Indenture"), dated as of September 16, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). 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. The Notes are the Company's senior unsecured obligations and are (i) equal in right of payment with the Company's existing and future senior unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of the Company's subsidiaries. Prior to the close of business on the business day immediately preceding October 15, 2030, noteholders will have the right to convert

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons reasonably believed to be "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company with its security holders where no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock. Initially, a maximum of 5,125,568 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 22.7803 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. Neither the Notes nor the underlying common stock (if conversions of the Notes are settled through delivery of common stock) have been registered under the Securities Act or may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 16, the Company issued a press release announcing the closing of the Notes offering. A copy of the press release is furnished hereto as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act'), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent expressly set forth by specific reference in such filings.

01 Other Events

Item 8.01 Other Events. On September 11, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description 4.1 Indenture, dated as of September 16, 2025, between Astronics Corporation and U.S. Bank Trust Company, National Association, as Trustee 4.2 Form of 0% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1) 10.1 Form of Capped Call Confirmation 99.1 Press Release of Astronics Corporation, dated September 11, 2025 99.2 Press Release of Astronics Corporation, dated September 16, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Astronics Corporation Date: September 16, 2025 By: /s/ Nancy L. Hedges Nancy L. Hedges Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR