Astronics Corporation (“Astronics” or the “Company”) is a leading provider of advanced technologies to the global aerospace, defense, and electronics industries.
−Removed: Our products and services include advanced, high-performance electrical power generation, distribution and motion systems, lighting and safety systems, avionics products, systems and certification, aircraft structures and automated test systems.
−Removed: We have principal operations in the United States (“U.S.”), Canada and France, as well as engineering offices in Ukraine and India.
−Removed: Our operation in Ukraine is a small engineering office and we have not experienced any significant disruption in staffing or services as a result of the Ukrainian and Russian conflict.
−Removed: On July 11, 2024, the Company completed a financing transaction that refinanced its previous credit facilities.
−Removed: The refinancing consisted of an amendment and restatement of the Company’s asset-based revolving credit facility with a principal amount available to be borrowed thereunder of $200.0 million (the “ABL Revolving Credit Facility”), with amounts borrowed thereunder carrying an interest rate of SOFR plus between 2.50% to 3.00%.
−Removed: The Company also entered into a $55.0 million term loan facility (the “Term Loan Facility”) at an interest rate of SOFR plus a term SOFR plus between 5.50% to 6.75%.
−Removed: On November 25, 2024, the Company amended the ABL Revolving Credit Facility increasing the revolving credit line to $220.0 million with an interest rate of SOFR plus 2.75% to 3.25% (an increase of 0.25% to each such applicable margin).
−Removed: On December 3, 2024, the Company issued $165.0 million aggregate principal amount of 5.500% Convertible Senior Notes (the “Convertible Notes”), which amount includes the additional notes issued pursuant to the initial purchasers’ full exercise of their option to purchase additional Convertible Notes.
−Removed: The Convertible Notes will mature on March 15, 2030, unless earlier converted, redeemed or repurchased.
−Removed: On December 3, 2024, the Company repaid in full all outstanding indebtedness on the Term Loan Facility.
−Removed: For additional information, see discussion in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 8, Long-Term Debt, to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this report.
−Removed: On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment.
−Removed: The total proceeds of the divestiture included two elements of contingent purchase consideration (“earnout”).
−Removed: In March 2022, the Company agreed with the earnout calculation for the calendar 2021 earnout in the amount of $11.3 million.
−Removed: The Company recorded the gain and received the payment in the first quarter of 2022.
−Removed: In March 2023, the Company agreed with the final earnout calculation for the calendar 2022 earnout in the amount of $3.4 million.
−Removed: The Company recorded the gain and received the payment in the first quarter of 2023.
−Removed: We are not eligible for any further earnout payments related to this divestiture.
−Removed: For further information, see Note 21, Divestiture Activities, to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this report.
−Removed: Customer Bankruptcies
−Removed: In October 2024, a customer reported within the Aerospace segment declared bankruptcy.
−Removed: As a result, the Company recorded a full reserve of $1.0 million for outstanding receivables, a reserve of $1.7 million for inventory and $0.6 million for impairment of fixed assets.
−Removed: In November 2023, a non-core contract manufacturing customer reported within the Aerospace segment filed for bankruptcy under Chapter 11.
−Removed: As a result, the Company recorded a full reserve of $7.5 million for outstanding accounts receivable and a reserve of $3.6 million for inventory.
+Added: Our products and services include advanced, high-performance electrical power generation, distribution and motion systems, lighting and safety systems, avionics products, systems certification, aircraft structures and automated test systems.
+Added: We have principal operations in the United States (“U.S.”), Canada, France and Germany, as well as engineering offices in Ukraine and India.
+Added: Our operation in Ukraine is a small engineering office and we have not experienced any significant disruption in staffing or services as a result of the continuing Ukrainian and Russian conflict.
+Added: The Company has two reportable segments, Aerospace and Test Systems.
+Added: The Aerospace segment designs and manufactures products for the global aerospace and defense industry.
+Added: Our Test Systems segment designs, develops, manufactures and maintains automated test systems that support the aerospace and defense, communications and mass transit industries.
Products and Customers
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During 2025, this segment’s sales were divided 75% to the commercial transport market, 15% to the military aircraft market, 9% to the general aviation market and 1% to other markets.
−Removed: Most of this segment’s sales are a result of contracts or purchase orders received from customers, placed
−Removed: on a day-to-day basis or for a single year procurement rather than long-term multi-year contract commitments.
+Added: Most of this segment’s sales are a result of contracts or purchase orders received from customers, placed on a day-to-day basis or for a single year procurement rather than long-term multi-year contract commitments.
On occasion, the Company does receive contractual commitments or blanket purchase orders from our customers covering multiple-year deliveries of hardware to our customers.
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Our strategy is to increase our value by developing technologies and capabilities either internally or through acquisition, and use those capabilities to provide innovative solutions to our targeted markets where our technology can be beneficial.
+Added: On June 30, 2025, the Company purchased the membership interests of Envoy Aerospace, LLC (“Envoy Aerospace”), located in Aurora, Illinois.
+Added: Envoy Aerospace is an FAA Organization Designation Authorization (“ODA”) services provider.
+Added: Envoy Aerospace is included in our Aerospace segment.
+Added: The total purchase price was approximately $8.3 million, net of cash acquired and the estimated closing adjustment.
+Added: Of the purchase price, $4.5 million was paid at the closing date.
+Added: Payments of $2.0 million and $1.8 million will become payable by the Company following the first and second anniversary of the closing date, respectively, based on the achievement of certain milestones.
+Added: On October 13, 2025, the Company acquired all of the issued and outstanding capital stock of Bühler Motor Aviation (“BMA”), located in Uhldingen-Mühlhofen, Germany.
+Added: BMA is an established manufacturer of aircraft seat actuation systems with a broad product portfolio that includes actuators, electronics, control panels, pneumatic systems, and lighting.
+Added: BMA is included in our Aerospace segment.
+Added: The total purchase price was approximately $18.0 million, net of cash acquired and the estimated closing adjustment.
+Added: The purchase price was paid at the closing date.
+Added: On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment.
+Added: The total proceeds of the divestiture included contingent purchase consideration (“earnout”).
+Added: In March 2023, the Company agreed with a final earnout calculation in the amount of $3.4 million.
+Added: The Company recorded the gain and received the payment in the first quarter of 2023.
+Added: We are not eligible for any further earnout payments related to this divestiture.
Practices as to Maintaining Working Capital
Liquidity is discussed under the heading “ Liquidity and Capital Resources ”, in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report.
+Added: The following is a summary of the terms of our principal existing indebtedness as of December 31, 2025:
+Added: • Revolving Credit Facility:
+Added: On October 22, 2025, Company entered into a $300.0 million senior secured cash flow-based revolving credit facility (the “Revolving Credit Facility”) that replaced its previous $220.0 million asset-based revolving credit facility (the “ABL Revolving Credit Facility”), which had been subject to a borrowing base tied to eligible assets.
+Added: The Company pays interest on the unpaid principal amount outstanding under the Revolving Credit Facility at a rate equal to Term SOFR plus an applicable margin ranging from 1.25% to 2.125% determined based upon the Company’s Total Net Debt Leverage Ratio (as defined in the Revolving Credit Facility agreement).
+Added: • 2030 Convertible Notes:
+Added: On December 3, 2024, the Company issued $165.0 million of 5.500% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”).
+Added: The Company repurchased 80%, or $132.0 million, of the 2030 Convertible Notes during the third quarter of 2025, and $33.0 million remains outstanding at December 31, 2025.
+Added: • 2031 Convertible Notes:
+Added: On September 15, 2025, the Company issued $225.0 million of Convertible Senior Notes due 2031 (the “2031 Convertible Notes”).
+Added: The 2031 Convertible Notes do not bear interest.
+Added: Proceeds from the 2031 Convertible Notes were used to repurchase a portion of the 2030 Convertible Notes and enter into capped call transactions to reduce potential dilution to the Company’s common stock upon conversion of the 2031 Convertible Notes.
+Added: As of December 31, 2025, the Company was in compliance with all debt covenants under its credit facilities.
+Added: For additional details regarding these financing arrangements, refer to see discussion in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 8, Long-Term Debt, to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this report.
Competitive Conditions
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Our operations may in the future be subject to new and more stringent regulatory requirements.
−Removed: In that regard, we closely monitor the FAA and industry trade groups in an attempt to understand how possible future regulations might impact us.
+Added: In that regard, we closely monitor the FAA and industry trade groups in an attempt to understand how possible
+Added: future regulations might impact us.
Our businesses which sell products directly to the U.S.
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There has been no material adverse effect to our Consolidated Financial Statements nor competitive positions as a result of these government regulations.
+Added: On January 20, 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) did not authorize the President to impose tariffs.
+Added: The IEEPA tariff case has been remanded back to the Court of International Trade to address whether the lower court can issue a nationwide injunction against tariffs imposed under IEEPA.
+Added: It is unknown at this time if or when refunds will be issued for IEEPA tariffs previously paid by the Company.
Raw Materials
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At December 31, 2025, our consolidated backlog was $674.5 million.
−Removed: At December 31, 2023, our backlog was $586.6 million.
+Added: At December 31, 2024, our consolidated backlog was $599.2 million.
The increase in backlog is driven primarily by recovering demand from our commercial transport and general aviation customers, with increased OEM build rates and increased spending by commercial airlines on fleet improvements.
−Removed: The backlog in each of the periods presented excludes backlog associated with the customer bankruptcies referred to previously.
Backlog in the Aerospace segment was $600.8 million at December 31, 2025.
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We have a number of patents.
−Removed: While the aggregate protection of these patents is of value, our only material business that is dependent upon the protection afforded by these patents is our cabin power distribution products.
−Removed: Our patents and patent applications relate to electroluminescence, instrument panels, cord reels and handsets, and a broad patent covering the cabin power distribution technology.
+Added: Our patents and patent applications relate to electroluminescence, instrument panels, cord reels and handsets.
We regard our expertise and techniques as proprietary and rely upon trade secret laws and contractual arrangements to protect our rights.
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Research and development costs are expensed as incurred and include salaries, benefits, consulting, material costs and depreciation.
−Removed: Research and development expenses amounted to $52.1 million in 2024, $53.5 million in 2023 and $48.3 million in 2022.
−Removed: These costs are included in Cost of Products Sold.
−Removed: Government Subsidies
−Removed: In September 2021, the Company was awarded a grant of up to $14.7 million from the U.S.
−Removed: Department of Transportation (“USDOT”) under the Aviation Manufacturing Jobs Protection Program (“AMJP”).
−Removed: The Company received $7.3 million under the grant in 2022.
−Removed: The grant benefit was recognized ratably over the six-month performance period as a reduction to Cost of Products Sold in proportion to the compensation expense that the award was intended to defray.
−Removed: During the year ended December 31, 2022, the Company recognized $6.0 million of the award.
+Added: During the first quarter of 2025, the Company changed its financial statement presentation of research and development costs.
+Added: These costs were previously included within Cost of Products Sold and were a factor in arriving at Gross Profit.
+Added: Research and development expenses, which amounted to $52.1 million in 2024 and $53.7 million in 2023 have been reclassified from Cost of Products Sold to a separate line item below Gross Profit in the accompanying Consolidated Statements of Operations.
+Added: All periods presented have been revised to reflect this presentation.
Human Capital Resources
1 unchanged sentence
As of December 31, 2025, we employed approximately 2,700 full-time employees, of whom approximately 2,100 were employed in the United States and approximately 600 were employed outside of the United States.
−Removed: We have approximately 120 non-exempt production employees at PECO who are subject to collective bargaining agreements.
+Added: We have approximately 150 non-exempt production employees who are subject to collective bargaining agreements.
We also leverage temporary workers to provide flexibility for our business and manufacturing needs.
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The Company believes that inclusion is important to attract and retain top talent.
−Removed: Astronics has an Equal Employment Opportunity Policy whereby the Company commits to providing equal employment opportunity and affirmative action plans for all qualified employees and applicants without regard to race, color, sex, sexual orientation, gender identity, religion, national origin, disability, veteran status, age, marital status, pregnancy, genetic information or other legally protected status.
+Added: Astronics has an Equal Employment Opportunity Policy whereby the Company commits to providing opportunity for all qualified employees and applicants without regard to race, color, sex, sexual orientation, gender identity, religion, national origin, disability, veteran status, age, marital status, pregnancy, genetic information or other legally protected status.
Health and Safety
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President, Chief Executive Officer and Director of Astronics Corporation 2001
−Removed: Former Executive Vice President, Treasurer and Chief Financial Officer of Astronics Corporation 2003
Vice President, Treasurer and Chief Financial Officer of Astronics Corporation 2014
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and Executive Vice President of Astronics Corporation 2019
+Added: Age 47 General Counsel and Secretary of Astronics Corporation 2026
The principal occupation and employment for Messrs.
−Removed: Gundermann, Burney, Peabody and Mulato for over five years have been with the Company in their respective current roles.
−Removed: Burney retired from his position as Executive Vice President, Treasurer and Chief Financial Officer of the Company on January 3, 2025.
+Added: Gundermann, Peabody and Mulato have been with the Company in their respective current roles for over five years.
Effective January 4, 2025 and as previously disclosed by the Company, Nancy L.
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Hedges now serves as the Company’s principal financial officer and continues in her role as the Company’s principal accounting officer.
+Added: Effective February 19, 2026, Julie M.
+Added: Davis was appointed as an Executive Officer and continues in her role as the Company’s General Counsel and Secretary.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.