AstroNova, Inc.

false 0000008146 --12-31 0000008146 2026-08-26 2026-08-26 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 26, 2026 ASTRONOVA, INC. (Exact name of registrant as specified in its charter) Rhode Island 0-13200 05-0318215 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 600 East Greenwich Avenue West Warwick , RI 02893 (Address of principal executive offices) (Zip Code) (401) 828-4000 Registrant’s telephone number, including area code Not applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered Common Stock, $0.05 Par Value ALOT NASDAQ Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Introductory Note On August 26, 2026 (the “Closing Date”), AstroNova, Inc. (the “Company”), completed its previously announced merger (the “Merger”) with Orion Merger Parent, Inc., a Delaware corporation (“Parent”), and Orion MergerCo X, Inc., a Rhode Island corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the Agreement and Plan of Merger, dated as of June 16, 2026 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub. Parent and Merger Sub are affiliates of investment funds managed by Arcline Investment Management LP (“Arcline”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). The Merger became effective upon the issuance of a certificate of merger by the Rhode Island Secretary of State following the filing of Articles of Merger in accordance with the Rhode Island Business Corporation Act (the “RIBCA”) (the time at which the Merger became effective, the “Effective Time”). The following is a summary description of the Merger and certain related transactions and events. This summary is not intended to be complete. The Merger Agreement and other documents described in this Current Report on Form 8-K are filed or furnished as exhibits hereto and are incorporated herein by reference. The following description is qualified in its entirety by reference to the full text of such documents. Item 1.02 Termination of a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. In connection with the closing of the Merger, on the Closing Date, all outstanding obligations under the Amended and Restated Credit Agreement, dated as of July 30, 2020 (as amended from time to time, the “Credit Agreement”), by and among the Company, certain subsidiaries of the Company party thereto from time to time, and Bank of America, N.A., as lender, were repaid in full and the Credit Agreement was terminated. In connection with such termination, all liens and guarantees granted or made in connection with the Credit Agreement were released. The foregoing description of the termination of the Credit Agreement is qualified in its entirety by reference to the full text of (i) the Credit Agreement, (ii) the Amended and Restated Security and Pledge Agreement, dated as of July 30, 2020, by and between the Company and Bank of America, N.A., and (iii) the Open-End Mortgage Deed to Secure Present and Future Loans under Chapter 25 of Title 34 of the Rhode Island General Laws, Assignment of Leases and Restated, Security Agreement and Fixture Filing, dated as of July 30, 2020, by and between the Company and Bank of America, N.A. (as amended from time to time), each of which was previously filed with the Securities and Exchange Commission (the “SEC”). Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and in Items 1.02, 3.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, the Company completed the Merger. At the Effective Time, each share of common stock, par value $0.05 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares owned by Parent or the Company as treasury stock or otherwise, or by their respective direct or indirect wholly owned subsidiaries (“Cancelled Shares”)) was converted into the right to receive $29.00 per share in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). Cancelled Shares were cancelled and retired without any consideration. Treatment of Equity Awards . At the Effective Time, the outstanding equity awards of the Company were treated as follows: • Company Stock Options . Each option to acquire shares of Company Common Stock (each, a “Company Stock Option”) (whether vested or unvested) was fully vested, cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such option and (ii) the excess, if any, of $29.00 over the applicable exercise price, less applicable withholding taxes. Each Company Stock Option with an exercise price equal to or greater than $29.00 was cancelled for no consideration. • Company RSUs . Each Company restricted stock unit that vests solely based on continued service was fully vested, cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such restricted stock unit and (ii) $29.00, less applicable withholding taxes. • Company PSUs . Each Company performance-based restricted stock unit that was outstanding and earned was fully vested, cancelled and converted into the right to an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock determined to be earned and vested and (ii) $29.00, less applicable withholding taxes. • Company RSAs . Each Company restricted stock award covering shares of Company Common Stock (including those under the Non-Employee Director Annual Compensation Program) was fully vested (free of all restrictions), cancelled and converted into the right to receive $29.00 per underlying share of Common Stock, less applicable withholding taxes. • Company SSPAs . Each stock-settled performance award outstanding under the Long-Term Incentive Program (each, a “Company SSPA”) was cancelled and converted into the right to receive an amount in cash, without interest, determined by the Human Capital and Compensation Committee of the Board of Directors in accordance with the terms of the Company SSPAs. Payment Mechanics . Parent designated Compute