8-K

ASTRONOVA, INC.

Dated: July 29, 2025

/s/ Thomas D. DeByle

Thomas D. DeByle

Vice President, Chief Financial Officer and Treasurer

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): July 23, 2025

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

As previously reported, on June 29, 2025, Darius G. Nevin was appointed Interim President and Chief Executive Officer of AstroNova, Inc. (the “Company”).

On July 23, 2025, the Company entered into a letter agreement with Mr. Nevin outlining the terms of his at-will employment. Pursuant to the agreement, Mr. Nevin will receive an annual base salary of $260,000 and has been granted an option to purchase 30,000 shares of the Company’s common stock, par value $0.05 per share, with the option vesting in increments of 5,000 shares each month from July through December 2025, provided he remains employed or serves as a director on each vesting date. In the event of termination other than for cause, Mr. Nevin will have up to one year to exercise any vested options. The agreement also provides for reimbursement of reasonable travel-related expenses, including travel between Miami and Rhode Island, and, if any such reimbursements are treated as taxable income, the Company will provide a tax gross-up to ensure Mr. Nevin is in the same after-tax position as if no such tax liability had arisen. Mr. Nevin is also eligible to participate in the Company’s employee benefit plans.

The description of the letter agreement contained herein is qualified in its entirety by reference to the full text of the letter agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statement and Exhibits.

(d) Exhibits


Exhibit No.		Exhibit

10.1		Letter Agreement dated July 23, 2025 between the Company and Darius G. Nevin

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by AstroNova Inc.