AstroNova, Inc.

false 0000008146 0000008146 2026-06-16 2026-06-16 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): June 16, 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. ☐ Item 1.01 Entry into a Material Definitive Agreement. On June 16, 2026, AstroNova, Inc., a Rhode Island corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, 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”), providing for the acquisition of the Company by Parent as described below. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) in the Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Arcline Investment Management LP (“Arcline”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.05 per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned subsidiaries (collectively, “Cancelled Shares”)) will be converted into the right to receive $29.00 per share in cash, without interest (the “Merger Consideration”). Cancelled Shares will be automatically cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. Pursuant to the terms of the Merger Agreement, at the Effective Time, equity-based awards outstanding under the Company’s equity incentive plans immediately prior to the Effective Time will generally be subject to the following treatment: • Each option to acquire shares of Company Common Stock (each, a “Company Stock Option”) that is outstanding under any Company stock plan immediately prior to the Effective Time, whether or not then vested or exercisable, will, by virtue of the Merger, become fully vested and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any applicable taxes required to be withheld. Any Company Stock Option with a per share exercise price equal to or greater than the Merger Consideration will be cancelled at the Effective Time without payment; • Each restricted stock unit that vests solely based on continued service (each, a “Company RSU”) that is outstanding under any Company stock plan immediately prior to the Effective Time, whether or not then vested, will, by virtue of the Merger, become fully vested and be 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 Company Common Stock subject to such Company RSU multiplied by (ii) the Merger Consideration, less any applicable taxes required to be withheld; • Each performance-based restricted stock unit (each, a “Company PSU”) that is outstanding and earned under any Company stock plan immediately prior to the Effective Time will, by virtue of the Merger, become fully vested and be 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 Company Common Stock determined to be subject to the earned and vested portion of such Company PSU multiplied by (ii) the Merger Consideration, less any applicable taxes required to be withheld; • Each restricted stock award covering shares of Company Common Stock (each, a “Company RSA”) that is outstanding under any Company stock plan or under the Non-Employee Director Annual Compensation Program immediately prior to the Effective Time will, by virtue of the Merger, vest in full and become free of restrictions and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the Merger Consideration in respect of each share of Company Common Stock subject to such Company RSA, less any applicable taxes required to be withheld; and • Each stock-settled performance award outstanding under the Company’s Long-Term Incentive Program (each, a “Company SSPA”) will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, to be determined by the Human Capital and Compensation Committee of the Company’s board of directors (the “Board”) in its reasonable discretion no later than the fifth day prior to the Effective Time; provided that any such payments in respect of a Company SSPA will reduce, on a dollar-for-dollar basis, the amount of transaction bonuses available for award by the Company to its officers and employees in accordance with the Merger Agreement. The consummation of the Merger is subject to various customary conditions, including (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”), (ii) the expiration or termination of the waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of any other required approvals under applicable antitrust laws, (iii) the absence of any law or order enacted, issued, promulgated, enforced or entered by any governmental entity of competent jurisdiction that