DEFM14A

DEFM14A 1 d140981ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

ASTRONOVA, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

ASTRONOVA, INC.

600 East Greenwich Avenue

West Warwick, Rhode Island 02893

July 30, 2026

To the Shareholders of AstroNova, Inc.:

You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of AstroNova, Inc., a Rhode Island corporation (“AstroNova” or the “Company”), to be held virtually via live audio webcast on August 25, 2026, at 9:00 a.m., Eastern Time. The Special Meeting will be a virtual meeting of shareholders conducted exclusively online. You will be able to attend the Special Meeting, vote your shares, and submit questions during the meeting by first registering in advance by visiting https://web.viewproxy.com/ALOT/2026 prior to the meeting registration deadline on August 24, 2026, at 11:59 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting.

The Special Meeting has been called for the following purposes, each of which is described in detail in the accompanying proxy statement (the “Proxy Statement”). We urge you to read the Proxy Statement carefully and in its entirety before voting.

At the Special Meeting, you will be asked to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of June 16, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among AstroNova, 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”). Parent and Merger Sub are affiliates of investment funds managed by Arcline Investment Management LP (“Arcline”). Pursuant to the Merger Agreement, Merger Sub will merge with and into AstroNova (the “Merger”), with AstroNova surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Proposal”).

At the Special Meeting, you will also be asked to consider and vote upon a proposal to approve, (i) by non-binding advisory vote, certain compensation arrangements for AstroNova’s named executive officers that are based on or otherwise related to the Merger (the “Advisory Compensation Proposal”) and (ii) the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

If the Merger is completed, each share of common stock, $0.05 par value per share, of AstroNova (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (other than shares held by AstroNova as treasury stock and shares held by Parent or any of its subsidiaries) will be converted into the right to receive $29.00 per share in cash, without interest and subject to any applicable withholding taxes (the “Merger Consideration”).

The Board of Directors of AstroNova (the “Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to and in the best interests of AstroNova and its shareholders and (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with the terms and subject to the conditions set forth in the Merger Agreement and the applicable provisions of the Rhode Island Business Corporation Act.

After careful consideration, the Board has unanimously recommended that you vote “FOR” the approval of the Merger Agreement, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

The Proxy Statement includes information about the Special Meeting and describes the Merger Agreement, the Merger, and the other matters to be considered at the Special Meeting. The Proxy Statement also describes the

actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the Proxy Statement carefully, including all annexes and exhibits thereto, before casting your vote. You may also obtain more information about the Company from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) from time to time.

Your vote is very important, regardless of the number of shares you own. The approval of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Whether or not you plan to attend the Special Meeting, we urge you to vote as soon as possible by following the instructions in the Proxy Statement and on the enclosed proxy card or voting instruction form. The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person (including virtually) at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, but will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Proposal and will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal.

If you have any questions about the accompanying Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Alliance Advisors, LLC, our proxy solicitor, at (844) 202-6164.

On behalf of the Board of Directors of AstroNova, we thank you for your continued support and confidence in AstroNova.

Sincerely,

LOGO

Darius G. Nevin

Executive Chairman

LOGO

Jorik E. Ittmann

President and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials: The Proxy Statement and form of proxy card are available at https://web.viewproxy.com/ALOT/2026. Neither the Proxy Statement nor the proxy card is incorporated into this letter by reference.

If you have any questions or need assistance voting your shares, please call Alliance Advisors, LLC at:

Alliance Advisors, LLC

150 Clove Road, Suite 400

Little Falls, NJ 07424

Toll-Free Phone:

(844) 202-6164

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying Proxy Statement, including the Merger, or determined if the information contained in this document or the accompanying Proxy Statement is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement and accompanying form of proxy card are first being provided to shareholders on or about July 31, 2026.

ASTRONOVA, INC.

600 East Greenwich Avenue

West Warwick, Rhode Island 02893

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Date and Time: August 25, 2026, at 9:00 a.m., Eastern Time

Place: The Special Meeting of shareholders of AstroNova, Inc. (the “Special Meeting”) will be conducted exclusively online via live audio webcast. There will be no physical meeting location.

Record Date: July 29, 2026 (the “Record Date”)

NOTICE IS HEREBY GIVEN that the Special Meeting of AstroNova, Inc. (“AstroNova” or the “Company”), a Rhode Island corporation (Nasdaq: ALOT), will be held virtually via live audio webcast on August 25, 2026, at 9:00 a.m., Eastern Time. The Special Meeting will be a completely virtual meeting of shareholders; there will be no physical meeting location. Shareholders may attend, vote their shares, and submit questions online by first registering in advance at https://web.viewproxy.com/ALOT/2026 prior to the meeting registration deadline on August 24, 2026, at 11:59 p.m., Eastern Time. Upon completing the registration, shareholders will receive further instructions via email, including a unique link that will allow access to the meeting. The Special Meeting is being held for the following purposes:

Merger Proposal. To consider and vote upon a proposal to adopt and approve the Agreement and Plan of Merger, dated as of June 16, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among AstroNova, Orion Merger Parent, Inc. (“Parent”), and Orion MergerCo X, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into AstroNova (the “Merger”), with AstroNova surviving the Merger as a wholly owned subsidiary of Parent, and each outstanding share of common stock, par value $0.05 per share, of AstroNova (“Common Stock”) (other than excluded shares) will be converted into the right to receive $29.00 per share in cash, without interest and subject to any applicable withholding taxes, and approve the other transactions contemplated by the Merger Agreement (the “Merger Proposal”). The Board of Directors recommends a vote “FOR” the Merger Proposal.

Advisory Compensation Proposal. To consider and vote upon a proposal to approve, by non-binding advisory vote, certain compensation arrangements for AstroNova’s named executive officers that are based on or otherwise relate to the Merger (the “Advisory Compensation Proposal”), as described in the accompanying proxy statement (the “Proxy Statement”). The Board of Directors recommends a vote “FOR” the Advisory Compensation Proposal.

Adjournment Proposal. To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The Board of Directors recommends a vote “FOR” the Adjournment Proposal.

Only shareholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. A list of shareholders entitled to vote at the Special Meeting will be available for inspection by shareholders for any purpose germane to the Special Meeting during the ten days immediately preceding the Special Meeting at AstroNova’s principal offices at 600 East Greenwich Avenue, West Warwick, Rhode Island 02893, and also at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Approval of the Advisory Compensation Proposal and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon which are cast, by attendance (including virtually) or represented by proxy, assuming a quorum is present.

Your vote is important. Whether or not you plan to attend the Special Meeting, the Board of Directors urges you to vote as soon as possible. Instructions for voting via the Internet, by telephone, or by completing and returning the enclosed proxy card (or, for shares held in street name, the voting instruction form provided by your bank, broker, or other nominee) are set forth in the Proxy Statement. The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person (including virtually) at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, but will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Proposal and will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal. A broker, bank or other nominee holding shares in “street name” for a beneficial owner has discretion (but is not required) to vote the beneficial owner’s shares with respect to “routine” matters if their client does not provide voting instructions.

All of the proposals in the Proxy Statement are non-routine matters. When a matter is not routine and the brokerage firm has not received voting instructions from the shareholder, the brokerage firm cannot vote the shares on that matter. This is called a broker “non-vote.” Broker non-votes will have the effect of votes “AGAINST” the Merger Proposal, but will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal.

If you attend the virtual Special Meeting and wish to vote during the meeting, you may withdraw your proxy and vote your shares online at https://web.viewproxy.com/ALOT/2026 by entering your control number included on your proxy card. Please note that if your shares are held in “street name” by a bank, broker, or other nominee, you should follow the instructions provided by your nominee in order to attend and vote at the virtual Special Meeting.

PLEASE READ THE ACCOMPANYING PROXY STATEMENT CAREFULLY. The Proxy Statement contains important information about the Special Meeting, the Merger Agreement, the Merger, and the proposals to be considered at the Special Meeting. This Notice of Special Meeting of Shareholders does not contain all of the information that is important to you. We urge you to read the entire Proxy Statement, including all annexes and exhibits.

By Order of the Board of Directors of AstroNova, Inc.

July 30, 2026

LOGO

Darius G. Nevin

Executive Chairman

LOGO

Jorik E. Ittmann

President and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials: The Proxy Statement, Annual Report on Form 10-K and amendment to Annual Report on Form 10-K/A and form of proxy card are available at https://web.viewproxy.com/ALOT/2026. If you need assistance in voting your shares, please contact Alliance Advisors, LLC, at (844) 202-6164.

SUMMARY

This summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”) and might not contain all the information that is important to you with respect to the Merger and the other matters being considered at a virtual Special Meeting of our shareholders to be held on August 25, 2026 at 9:00 a.m. Eastern Time (the “Special Meeting”). The Special Meeting will be a virtual meeting conducted exclusively online via live audio webcast. We urge you to read carefully the entirety of the remainder of this Proxy Statement, including the attached annexes, and the other documents to which we have referred you. For additional information on AstroNova, see the section entitled “Where You Can Find More Information.” We have included page references in this summary to direct you to a more complete description of the topics presented below. The Merger Agreement (as defined below) is attached as Annex A to this Proxy Statement. You are encouraged to read the Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, “AstroNova,” the “Company,” “we,” “our,” “us” and similar words in this Proxy Statement refer to AstroNova, Inc., a Rhode Island corporation, including, in certain cases, our subsidiaries. Throughout this Proxy Statement we refer to Orion Merger Parent, Inc. as “Parent” and Orion MergerCo X, Inc. as “Merger Sub.” In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated as of June 16, 2026, as it may be amended from time to time, by and among the Company, Parent and Merger Sub as the “Merger Agreement.”

The Merger (page 18)

The Company is seeking shareholder approval of a merger in which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Arcline Investment Management LP (“Arcline”). The Merger is structured as a reverse triangular merger pursuant to the Rhode Island Business Corporation Act (“RIBCA”).

Each issued and outstanding share of common stock of the Company, par value $0.05 per share (“Common Stock”) (other than shares to be cancelled) will be converted into the right to receive $29.00 in cash, without interest and less applicable withholding taxes.

On June 16, 2026, the Company entered into the Agreement and Plan of Merger, dated as of June 16, 2026, by and among the Company, Parent, and Merger Sub (the “Merger Agreement”). The Merger Agreement was unanimously approved by the Company’s Board of Directors (the “Board”). On June 17, 2026, the Company and Parent issued a joint press release announcing the transaction.

Parties to the Merger (page 14)

AstroNova is a Rhode Island corporation with its principal offices located at 600 East Greenwich Avenue, West Warwick, Rhode Island 02893. The Company’s Common Stock is listed on the Nasdaq Global Market under the ticker symbol “ALOT.” AstroNova designs, manufactures, and markets specialty printing equipment, test and measurement products, and related supplies.

Parent is a Delaware corporation, and an affiliate of investment funds managed by Arcline Investment Management LP. Parent is the entity that has agreed to acquire the Company through the Merger and was formed in 2026 solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger. Parent has not conducted any business and has no assets, liabilities, or obligations other than those incidental to its formation and the transactions contemplated by the Merger Agreement. The principal offices of Parent are located at c/o Arcline Investment Management LP, 4 Embarcadero Center, Suite 2660, San Francisco, CA 94111, and its telephone number is (615) 270-5870.

Merger Sub is a Rhode Island corporation and a wholly owned subsidiary of Parent formed in 2026 solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger. Merger Sub has not conducted any business and has no assets, liabilities, or obligations other than those incidental to its formation and the transactions contemplated by the Merger Agreement. Upon the consummation of the Merger, Merger Sub will merge with and into the Company, and the separate corporate existence of Merger Sub will cease to exist. The principal executive offices of Merger Sub are located at c/o Arcline Investment Management LP, 4 Embarcadero Center, Suite 2660, San Francisco, CA 94111 and its telephone number is (615) 270-5870.

The Special Meeting (page 15)

The Company will hold the Special Meeting virtually via live audio webcast on August 25, 2026, at 9:00 a.m. (Eastern Time). The Special Meeting will be a virtual meeting conducted exclusively online. Shareholders may attend, vote their shares, and submit questions online by first registering in advance at https://web.viewproxy.com/ALOT/2026 prior to the meeting registration deadline on August 24, 2026, at 11:59 p.m., Eastern Time. Upon completing the registration, shareholders will receive further instructions via email, including a unique link that will allow access to the meeting. There will be no physical meeting location. Holders of record of Common Stock as of the close of business on July 29, 2026 (the “Record Date”) will be entitled to notice of and to vote at the Special Meeting.

At the Special Meeting, shareholders will be asked to vote on: (i) a proposal to adopt the Merger Agreement; (ii) a non-binding, advisory proposal to approve certain compensation that may become payable to the Company’s named executive officers in connection with the Merger; and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies.

Approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Each share of Common Stock outstanding on the Record Date is entitled to one vote on each matter submitted to a vote at the Special Meeting.

Merger Consideration (page 51)

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Parent, Merger Sub, or the Company as treasury shares) will be converted into the right to receive $29.00 per share in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”).

The Merger Consideration will be paid by Parent to each shareholder promptly after the Effective Time in accordance with the payment procedures set forth in the Merger Agreement. Shareholders will not receive any interest on the Merger Consideration regardless of any delay in making such payment.

Treatment of Equity Awards (page 51)

At the Effective Time, each outstanding and unexercised Company stock option (“Stock Option”), whether or not vested, will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares subject to such option and (ii) the excess, if any, of the Merger Consideration over the per-share exercise price of such option, less applicable withholding taxes. Stock options with a per-share exercise price equal to or greater than the Merger Consideration will be cancelled for no consideration.

Each outstanding Company restricted stock unit (“RSU”), performance stock unit (“PSU”), and restricted stock award (“RSA”), whether or not vested, will become fully vested (with each PSU vesting based on the number of shares determined to be earned and vested under the applicable award agreement) and will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares subject to

(or, in the case of a PSU, earned and vested under) such award and (ii) the Merger Consideration, less applicable withholding taxes. In addition, each outstanding Company stock-settled performance award (“SSPA”) will be cancelled and converted into the right to receive a cash payment, without interest, in an amount determined by the Human Capital and Compensation Committee of the Board in its reasonable discretion no later than the fifth day prior to the Effective Time, with any such payment reducing, on a dollar-for-dollar basis, the transaction bonuses available for award to the Company’s officers and employees.

Recommendation of the Board of Directors (page 25)

The Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its shareholders; (ii) approved and declared advisable the Merger Agreement and the Merger; (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the Company’s shareholders; and (iv) resolved to recommend that the Company’s shareholders vote to adopt the Merger Agreement.

The Board recommends that you vote “FOR” the proposal to adopt the Merger Agreement, “FOR” the non-binding, advisory proposal to approve merger-related executive compensation, and “FOR” the proposal to adjourn the Special Meeting if necessary.

Opinion of Rockefeller Financial LLC (page 27)

AstroNova retained Rockefeller Financial LLC (“Rockefeller”) as its exclusive financial advisor with respect to the Merger and the other transactions contemplated by the Merger Agreement. In connection with this engagement, the Board requested that Rockefeller evaluate the fairness, from a financial point of view, to the holders of Common Stock, other than shares of Common Stock that are owned by Parent or AstroNova (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned subsidiaries (the “Cancelled Shares”), of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. On June 16, 2026, Rockefeller rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated June 16, 2026, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Rockefeller in preparing its opinion, the Merger Consideration to be received by the holders of Common Stock (other than Cancelled Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Rockefeller’s written opinion, dated June 16, 2026, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Rockefeller in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Rockefeller’s financial advisory services and opinion were intended solely for the benefit and use of the Board in considering the Merger and the other transactions contemplated by the Merger Agreement, and Rockefeller’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of Common Stock (other than Cancelled Shares) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. Rockefeller’s opinion did not address any other term or aspect of the Merger Agreement or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger or the other transactions contemplated by the Merger Agreement and does not constitute a recommendation to any shareholder of AstroNova or any other person as to how such shareholder or other person should vote with respect to the Merger or otherwise act with respect to the Merger and the other transactions contemplated by the Merger Agreement or any other matter.

For a more detailed description of Rockefeller’s opinion, see the section titled “The Merger—Opinion of Rockefeller Financial LLC”. The full text of Rockefeller’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Rockefeller in preparing its opinion.

Interests of Directors and Executive Officers in the Merger (page 42)

In considering the Board’s recommendation that you vote “FOR” the proposal to adopt the Merger Agreement, you should be aware that the Company’s directors and executive officers have interests in the Merger that may differ from, or be in addition to, the interests of the Company’s shareholders generally. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in recommending that the Merger Agreement be adopted by the Company’s shareholders.

These interests include, among other things: (i) the accelerated vesting and cash-out of equity awards held by directors and executive officers as described above under “Treatment of Equity Awards”; (ii) certain change-in-control benefits that may become payable to executive officers pursuant to existing agreements or plans; and (iii) the right to continued indemnification and the maintenance of directors’ and officers’ liability insurance following the Merger.

Shareholders should also be aware that Alexis P. Michas, a director of the Company, is the managing member of Juniper Investment Company, LLC and Juniper HF, LLC (together, “Juniper”). Juniper Targeted Opportunity Fund, L.P., an affiliate of Juniper, holds approximately 6.8% of the outstanding shares of Common Stock.

No Solicitation (page 54)

The Merger Agreement prohibits the Company and its subsidiaries, and their respective officers, directors, employees, agents, and representatives, from directly or indirectly (i) soliciting, initiating, encouraging, or facilitating any Takeover Proposal or any inquiry relating thereto, (ii) engaging in discussions or negotiations with any person regarding a Takeover Proposal, (iii) providing any non-public information to any person in connection with a Takeover Proposal or any inquiry relating thereto, (iv) amending or granting any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company, (v) approving any transaction under the Rhode Island Business Combination Act, (vi) entering into any agreement, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contracts related to any Takeover Proposal, (vii) effecting any Company Adverse Recommendation Change (as defined below), or (viii) submitting to a vote of its shareholders, approving, endorsing or recommending any Takeover Proposal. A “Takeover Proposal” means an inquiry, proposal, or offer from any person or group (other than Parent and its subsidiaries, including Merger Sub) relating to a transaction or series of related transactions (other than the Merger) involving, among other things, the direct or indirect acquisition of 15% or more of the consolidated assets of the Company and its subsidiaries (or assets to which 15% or more of their net revenues or net income are attributable), the direct or indirect acquisition of 15% or more of the voting equity interests of the Company, a tender offer or exchange offer that if consummated would result in any person or group beneficially owning 15% or more of the voting power of the company, or a merger, consolidation, or other business combination involving the Company representing 15% or more of its consolidated net revenues, net income, or assets.

Notwithstanding the foregoing, the Merger Agreement provides the Board with a “fiduciary out” that allows the Company, prior to the adoption of the Merger Agreement by the Company’s shareholders, to engage in negotiations or discussions with, and to provide non-public information to, a third party that has made a bona fide, unsolicited Takeover Proposal that did not result from a breach of the Company’s “no shop” obligations and the Board determines in good faith (after consultation with its outside legal counsel and financial advisor) constitutes, or could reasonably be expected to lead to, a Superior Proposal. A “Superior Proposal” means a bona fide written Takeover Proposal (except that each reference to “15% or more” in the definition of Takeover Proposal is instead “more than 50%”) that did not result from a breach of the Company’s “no shop” obligations and the Board determines in good faith, after consultation with its financial advisor and outside legal counsel, is (a) reasonably likely to be consummated in accordance with its terms and (b) if consummated, more favorable to the holders of Common Stock from a financial point of view than the Merger, taking into account all financial, legal, regulatory, timing, and other aspects of the proposal.

Prior to effecting a Company Adverse Recommendation Change or terminating the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal, the Company must provide Parent with written notice and a matching period of three (3) Business Days (the “Superior Proposal Notice Period”), during which Parent may propose revisions to the terms of the Merger Agreement so that the Superior Proposal would no longer constitute a Superior Proposal. A “Company Adverse Recommendation Change” means, generally, (i) the Board withholding, withdrawing, amending, modifying, or materially qualifying (or publicly proposing to do so), in a manner adverse to Parent, its recommendation that the Company’s shareholders vote to approve the Merger Agreement, (ii) the Board failing to include its recommendation that shareholders vote in favor of the approval of the Merger in this Proxy Statement, (iii) the Board adopting, approving, endorsing, declaring advisable, or recommending, or publicly proposing to adopt, approve, endorse, declare advisable, or recommend, a Takeover Proposal, (iv) the Board failing to recommend against any tender or exchange offer for shares of Common Stock within five Business Days of commencement of such offer, or (v) the Board failing to reaffirm (publicly, if so requested by Parent) the recommendation within five Business Days after the date any Takeover Proposal is first publicly disclosed by the Company or the person making such Takeover Proposal. A “Business Day” means any day other than a Saturday, Sunday, or any day on which the SEC or banking institutions located in Providence, Rhode Island are authorized or required by applicable law or other governmental action to close.

Conditions to the Merger (page 55)

The obligation of each party to consummate the Merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following conditions: (i) adoption of the Merger Agreement by holders of a majority of the outstanding shares of Common Stock; (ii) expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and the receipt of any other required regulatory approvals; and (iii) the absence of any law, injunction, order, or decree issued by a court or governmental authority of competent jurisdiction that enjoins, restrains, or prohibits the consummation of the Merger.

The obligation of Parent and Merger Sub to consummate the Merger is also subject to: (i) the accuracy of the Company’s representations and warranties as of the closing date, subject to certain materiality and Company Material Adverse Effect qualifiers; (ii) the Company’s compliance in all material respects with its covenants and obligations under the Merger Agreement; and (iii) the absence of a Company Material Adverse Effect since the date of the Merger Agreement. A “Company Material Adverse Effect” means any event, circumstance, development, occurrence, fact, condition, effect, or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise), or assets of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated by the Merger Agreement, subject to customary exceptions (including, among others, changes generally affecting the economy or financial, securities, or political conditions; the announcement, pendency, or consummation of the Merger; changes in applicable law or GAAP; acts of war, sabotage, or terrorism; and natural disasters, epidemics, or pandemics), except that certain of those exceptions apply only to the extent they do not disproportionately affect the Company and its subsidiaries relative to other participants in their industries.

Termination (page 56)

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Company’s shareholders, under certain specified circumstances, including: (i) by mutual written consent of the Company and Parent; (ii) by either party if the Merger has not been consummated on or before the date that is 150 days after June 16, 2026 (the “Outside Date”), subject to a single 30-day extension in specified circumstances; (iii) by either party if a governmental authority has issued a final, non-appealable order permanently enjoining or prohibiting the consummation of the Merger; or (iv) by either party if the Company’s shareholders fail to adopt the Merger Agreement at the Special Meeting.

The Merger Agreement may also be terminated by Parent if the Board effects a Company Adverse Recommendation Change, or by the Company if the Board determines to accept a Superior Proposal and the Company has complied with its matching right obligations. Additionally, either party may terminate the Merger Agreement if the other party has breached any of its representations, warranties, covenants, or agreements such that the applicable closing condition would not be satisfied, subject to a cure period.

If the Merger Agreement is terminated under certain specified circumstances (generally, where the Company pursues or accepts an alternative acquisition proposal) the Company may be required to pay Parent a termination fee of $9,648,000 (the “Termination Fee”). Conversely, if the Merger Agreement is terminated because the Merger cannot be completed because the required antitrust approvals are not obtained, Parent may be required to pay the Company a reverse termination fee of $9,648,000 (the “Reverse Termination Fee”).

Under the Merger Agreement, Parent has represented that, immediately after giving effect to the Merger, Parent, the surviving corporation, and their subsidiaries, taken as a whole, will be solvent and will have sufficient funds to pay the aggregate Merger Consideration and all related fees and expenses. The consummation of the Merger is not conditioned on the availability of any financing to Parent or Merger Sub.

Investment funds affiliated with Arcline (Arcline Capital Partners IV LP and Arcline Capital Partners IV-A LP (collectively, the “Guarantors”)) have entered into a limited guarantee in favor of the Company guaranteeing, severally and not jointly, and in accordance with each Guarantor’s pro rata share, certain payment obligations of Parent under the Merger Agreement (including payment of the Merger Consideration), subject to an aggregate cap of $280,000,000 and to the other terms, conditions, and limitations set forth in the Merger Agreement and the limited guarantee.

Material U.S. Federal Income Tax Consequences (page 61)

The exchange of shares of Common Stock for the Merger Consideration pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder (as defined in this Proxy Statement) who exchanges shares of Common Stock for cash in the Merger will generally recognize capital gain or loss equal to the difference between (i) the amount of cash received and (ii) the U.S. holder’s adjusted tax basis in the shares surrendered.

Capital gain or loss will be long-term if the U.S. holder held the shares for more than one year as of the Effective Time. Long-term capital gains of non-corporate U.S. holders are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. Non-U.S. holders may also be subject to U.S. federal income tax withholding depending on their circumstances. You are urged to consult your own tax advisor regarding the specific tax consequences of the Merger to you.

Market Price of Common Stock (page 60)

The Company’s Common Stock is listed for trading on Nasdaq Global Market under the symbol “ALOT”. The closing price of the Common Stock on Nasdaq on June 16, 2026, the last trading day completed prior to the public announcement of the execution of the Merger Agreement, was $16.69 per share of Common Stock. On July 29, 2026, the most recent practicable date before this Proxy Statement was mailed to our shareholders, the closing price for Common Stock on Nasdaq was $28.68 per share of Common Stock. You are encouraged to obtain current market quotations for Common Stock in connection with voting your shares of Common Stock.

Delisting and Deregistration (page 42)

If the Merger is completed, the Common Stock will no longer be listed on the Nasdaq Global Market, and price quotations with respect to sales of shares of Common Stock in the public market will no longer be available. Following the consummation of the Merger, the Common Stock will be deregistered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company will no longer be required to file periodic reports with the Securities and Exchange Commission (the “SEC”) with respect to its Common Stock.

As a result of the Merger, the Company will become a privately held company and a wholly-owned subsidiary of Parent. The Company will seek to terminate its reporting obligations under the Exchange Act as promptly as practicable following the Effective Time.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

Q: Why am I receiving this Proxy Statement?

A: You are receiving this proxy statement because AstroNova’s Board of Directors is asking shareholders to vote on a proposed merger in which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. The Board has scheduled a special meeting at which you will be asked to approve the Merger Agreement and related matters. This document explains the proposed transaction and provides important information about the special meeting, so you should read it carefully in its entirety. Your vote is important, regardless of the number of shares you own.

Q: What will I receive in the Merger?

A: If the Merger is completed, you will receive $29.00 in cash for each share of AstroNova Common Stock you own (other than certain excluded shares, such as treasury stock and shares owned by Parent or its subsidiaries). This payment will be made without interest and will be subject to any applicable withholding taxes.

Q: Who is acquiring AstroNova?

A: AstroNova has agreed to be acquired by affiliates of investment funds managed by Arcline. On June 16, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub, each an affiliate of Arcline. Upon completion of the Merger, AstroNova will become a privately held company.

Q: When and where is the Special Meeting?

A: The special meeting of AstroNova shareholders will be held virtually via live audio webcast on August 25, 2026, at 9:00 a.m. (Eastern Time). The special meeting will be a completely virtual meeting conducted exclusively online as there will be no physical meeting location. Shareholders may attend, vote, and submit questions online by first registering in advance at https://web.viewproxy.com/ALOT/2026 prior to the meeting registration deadline on August 24, 2026, at 11:59 p.m., Eastern Time. Upon completing the registration, shareholders will receive further instructions via email, including a unique link that will allow access to the meeting.

Q: What am I being asked to vote on?

A: At the Special Meeting, you will be asked to vote on three proposals:

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Proposal No. 1 — To approve the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Merger Proposal”);

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Proposal No. 2 — To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to AstroNova’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”); and

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Proposal No. 3 — To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

Q: What vote is required to approve each proposal?

A: Approval of the Merger Proposal (Proposal No. 1) requires the affirmative vote of holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Approval of the Advisory Compensation Proposal (Proposal No. 2) and the Adjournment Proposal (Proposal No. 3) each requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon which are cast, by attendance (including virtually) or represented by proxy, assuming a quorum is present.

Abstentions will be counted as votes “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the outcome of the Advisory Compensation Proposal or Adjournment Proposal. Broker non-votes, if any, will have the effect of a vote “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the outcome of the Advisory Compensation Proposal or Adjournment Proposal.

Q: What is the record date for the Special Meeting?

A: The record date for the Special Meeting is July 29, 2026. Only holders of record of Common Stock as of the close of business on the record date are entitled to notice of, and to vote, at the Special Meeting. As of the record date, there were approximately 7,841,201 shares of Common Stock outstanding and entitled to vote at the Special Meeting.

Q: How does the Board of Directors recommend I vote?

A: The AstroNova Board of Directors unanimously recommends that you vote FOR the Merger Proposal, FOR the Advisory Compensation Proposal, and FOR the Adjournment Proposal.

The Board unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and its shareholders, (ii) approved and declared advisable the Merger Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to a vote of the Company’s shareholders for approval and adoption, and (iv) resolved to recommend that the shareholders of the Company vote to approve the Merger Agreement, in each case in accordance with the RIBCA.

In reaching its determination that the Merger Agreement and the Merger are fair to, and in the best interests of, the Company and its shareholders, the Board considered a number of factors, including the all-cash Merger Consideration of $29.00 per share and the premium it represents over recent trading prices of the Company’s Common Stock, the certainty of value provided by the all-cash consideration, the results of the Company’s review of strategic alternatives, the opinion of Rockefeller Financial LLC as described under “The Merger — Opinion of Rockefeller Financial LLC”, and the favorable terms and conditions of the Merger Agreement. These factors are described more fully in the section entitled “The Merger — Reasons for the Merger; Recommendation of the Board of Directors”.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A: If your shares are registered directly in your name with the Company’s registrar and transfer agent, Computershare Inc., you are considered a “shareholder of record” with respect to those shares. If your shares are held in a bank or brokerage account, you are considered the “beneficial owner” of those shares held in “street name.”

Q: What happens if the Merger is not completed?

A: If the Merger Agreement is not approved by AstroNova shareholders, or if the Merger is not completed for any other reason, shareholders will not receive any consideration for their shares of Common Stock pursuant to the Merger Agreement. Instead, AstroNova will remain an independent public company and its Common Stock will continue to be listed and traded on Nasdaq. Depending on the circumstances under which the Merger Agreement is terminated, AstroNova may be required to pay a termination fee to the acquiror. In certain antitrust-related circumstances, the acquiror may instead be required to pay AstroNova a reverse termination fee. See the section of this proxy statement captioned “The Merger Agreement” for additional information.

Q: Am I entitled to dissenters’ rights or appraisal rights in connection with the Merger?

A: No. Holders of Common Stock are not entitled to dissenters’ rights or appraisal rights under the RIBCA in connection with the Merger.

Q: What are the material U.S. federal income tax consequences of the Merger to me?

A: The receipt of cash in exchange for shares of Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. Generally, a U.S. holder of Common Stock who receives cash in the Merger will recognize gain or loss measured by the difference between the amount of cash received and the holder’s adjusted tax basis in the shares surrendered.

You should consult your own tax advisor regarding the particular tax consequences of the Merger to you in light of your specific circumstances, including the applicability of U.S. federal, state, local, or non-U.S. tax laws. See “Material U.S. Federal Income Tax Consequences of the Merger” for additional information.

Q: When do you expect the Merger to be completed?

A: AstroNova and Parent are working to complete the Merger as promptly as practicable following the satisfaction or waiver of all closing conditions, including shareholder approval and required regulatory approvals.

The Merger Agreement provides that the Merger must be consummated on or before the Outside Date, subject to a single 30-day extension in the circumstances specified in the Merger Agreement.

Q: What is a proxy?

A: A proxy is your authorization for another person to vote your shares of Common Stock on your behalf. The document describing the matters to be voted on is called the proxy statement, and the document used to appoint a proxy is called a proxy card.

Q: What different methods can I use to vote?

A: Whether you hold your shares as a shareholder of record or beneficially in “street name,” you may vote by proxy without attending the Special Meeting. You may vote by:

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Internet: If you are a shareholder of record, visit https://web.viewproxy.com/ALOT/2026, select “VOTE,” and enter the control number included on your proxy card. If you are a beneficial owner, please follow the internet voting instructions provided in the materials or voting instruction form you receive from your bank, broker, or other nominee.

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Telephone: Call the toll-free telephone number provided on your proxy card or voting instruction form and follow the recorded instructions.

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Mail: Complete, sign, and date your proxy card or voting instruction form and return it in the postage-paid envelope provided.

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Virtual Meeting: If you are a shareholder of record, you can vote at the Special Meeting by registering in advance at https://web.viewproxy.com/ALOT/2026 prior to the meeting registration deadline on August 24, 2026, at 11:59 p.m., Eastern Time and you may vote at the Special Meeting by entering the control number included on your proxy card. If you are a beneficial owner, you may not vote at the Special Meeting unless you first obtain and provide a valid legal proxy from your broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the Special Meeting. Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares in advance.

Internet and telephone voting facilities will be available until 11:59 p.m. Eastern Time on August 24, 2026. Mailed proxy cards with respect to shares of record must be received no later than August 24, 2026.

Q: If I submit a proxy, how will my shares be voted?

A: Your shares will be voted in accordance with your instructions. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on each proposal.

If you submit a proxy without indicating how your shares should be voted, your shares will be voted in accordance with the Board’s recommendations—that is, “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, and “FOR” the Adjournment Proposal.

Q: What can I do if I change my mind after I vote my shares?

A: You can change your vote by revoking your proxy at any time before it is voted, in one of three ways:

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submitting a later dated proxy (by internet, telephone, or mail);

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providing written notice to AstroNova’s Corporate Secretary at AstroNova, Inc., Attn: Corporate Secretary, 600 East Greenwich Avenue, West Warwick, Rhode Island 02893; or

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voting online at the Special Meeting.

If your shares are held in “street name,” you will need to contact the bank, broker, or other nominee to revoke your proxy.

Q: What if I am a beneficial owner and do not give voting instructions to my broker?

A: As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker, or other nominee by the deadline provided in the materials you receive from your bank, broker, or other nominee. A “broker non-vote” occurs when shares held in “street name” are present or represented at the Special Meeting but the broker, bank, or other nominee does not have discretionary authority to vote on a particular proposal and has not received voting instructions from the beneficial owner.

Because brokers, banks, and other nominees do not have discretionary authority to vote on any of the proposals to be considered at the Special Meeting, if you do not provide voting instructions for any proposal, your shares will not be voted on any proposal and will not be counted as present at the meeting for purposes of determining a quorum.

The vote required to approve the Merger Proposal is based on the total number of outstanding shares of Common Stock entitled to vote. If you do not provide voting instructions to your broker, bank, or other nominee, it will have the same effect as a vote “AGAINST” the Merger Proposal. If you do not provide voting instructions for the Advisory Compensation Proposal or the Adjournment Proposal, each of which requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon which are cast, by attendance (including virtually) or represented by proxy, assuming a quorum is present, the broker non-vote will not have any effect on the outcome.

For further information regarding the votes required to approve each proposal, see the section entitled “The Special Meeting of the Shareholders — Required Vote”.

Q: Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

A: No. Because any shares you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, any shares held in “street name” will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card (or submit a proxy by telephone or through the Internet) for

each of those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q: Who is soliciting my proxy? Who will pay for the cost of this proxy solicitation?

A: The Board is soliciting your proxy, and AstroNova will bear the cost of soliciting proxies. AstroNova has engaged Alliance Advisors, LLC to assist with the solicitation of proxies for a fee of approximately $13,000, plus reimbursement of reasonable, documented out-of-pocket expenses. AstroNova will also indemnify the proxy solicitor and its affiliates against certain claims, liabilities, losses, damages, and expenses. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks, and other nominees to the beneficial owners of shares of Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by the proxy solicitor or, without additional compensation, by certain of AstroNova’s directors, officers, and employees.

Q: Who can help answer my questions about the Merger or the Special Meeting?

A: If you have any questions or need assistance voting your shares, please call Alliance Advisors, LLC at:

Alliance Advisors, LLC

150 Clove Road, Suite 400

Little Falls, NJ 07424

Toll-Free Phone:

(844) 202-6164

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Proxy Statement, including statements regarding the proposed merger, the expected timing of the completion of the Merger, the anticipated benefits of the Merger, the satisfaction of the conditions to the completion of the Merger, and any statements regarding AstroNova’s plans, objectives, expectations, or intentions, are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions.

Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, without limitation:

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the risk that the proposed merger may not be completed in a timely manner or at all, including the risk that the requisite approval of AstroNova shareholders may not be obtained at the special meeting;

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the risk that any of the conditions to the consummation of the Merger set forth in the Merger Agreement may not be satisfied or waived, including the expiration or termination of the applicable waiting period under the HSR Act and the receipt of other required regulatory approvals;

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the effect of the announcement or pendency of the proposed merger on AstroNova’s business relationships, operating results, and business generally, including the potential for disruption to AstroNova’s operations and the potential diversion of management’s attention from ongoing business operations;

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the risk that the proposed merger disrupts AstroNova’s current plans and operations;

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the risk that AstroNova may be unable to retain and motivate key employees during the pendency of the proposed merger;

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risks related to the potential impact of the announcement or pendency of the proposed merger on AstroNova’s stock price, including the risk that the market price of Common Stock may decline significantly if the proposed merger is not completed;

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the outcome of any legal proceedings that may be instituted against AstroNova or its directors relating to the proposed merger or the Merger Agreement; and

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other risks described in AstroNova’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings made with the SEC.

The foregoing list of risks and uncertainties is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in AstroNova’s filings with the SEC. The forward-looking statements contained in this Proxy Statement speak only as of the date of this Proxy Statement. Except as required by applicable law, AstroNova undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. All subsequent written and oral forward-looking statements attributable to AstroNova or any person acting on AstroNova’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

THE PARTIES TO THE MERGER AGREEMENT

AstroNova, Inc.

AstroNova, Inc. is a Rhode Island corporation with shares of Common Stock listed on the Nasdaq Global Market under the symbol “ALOT”. AstroNova’s principal executive offices are located at 600 East Greenwich Avenue, West Warwick, Rhode Island 02893, and its telephone number is (401) 828-4000.

AstroNova operates through two business segments: Product Identification and Aerospace.

The Product Identification segment is a global provider of digital color printing solutions for labels, packaging, and product identification, with an installed base of printers across manufacturing and printing-as-a-service industries. Its platform spans the design, manufacture and sales of hardware, inks, label media, and workflow software operating under the QuickLabel, TrojanLabel, GetLabels, AstroJet, and Astro Machine brands.

The Aerospace segment designs and manufactures flight deck printers, networking hardware, and data acquisition products for commercial and military aircraft, operating under the ToughWriter and ToughSwitch brands, among others, and provides data acquisition systems for defense and government applications.

AstroNova’s products and solutions are sold in more than 90 countries worldwide. For the fiscal year ended January 31, 2026, AstroNova reported total net revenue of approximately $150.5 million.

Parent

Orion Merger Parent, Inc. is a Delaware corporation and an affiliate of investment funds managed by Arcline Investment Management LP. Parent is the counterparty to the Merger Agreement and is the sole stockholder of Merger Sub. Parent was formed in 2026 solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger. Parent has not conducted any business and has no assets, liabilities, or obligations other than those incidental to its formation and the transactions contemplated by the Merger Agreement. The principal executive offices of Parent are located at c/o Arcline Investment Management LP, 4 Embarcadero Center, Suite 2660, San Francisco, CA 94111 and its telephone number is (615) 270-5870.

Merger Sub

Orion MergerCo X, Inc. is a Rhode Island corporation and a wholly owned subsidiary of Parent formed in 2026 solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger. Merger Sub has not conducted any business and has no assets, liabilities, or obligations other than those incidental to its formation and the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will merge with and into AstroNova, with AstroNova continuing as the surviving corporation and a wholly owned subsidiary of Parent. As a result, Common Stock will cease to be publicly traded. The principal executive offices of Merger Sub are located at c/o Arcline Investment Management LP, 4 Embarcadero Center, Suite 2660, San Francisco, CA 94111 and its telephone number is (615) 270-5870.

THE SPECIAL MEETING OF THE SHAREHOLDERS

Date, Time and Place

The Special Meeting will be held virtually via live audio webcast on August 25, 2026, at 9:00 a.m. (Eastern Time). The Special Meeting will be a completely virtual meeting of shareholders conducted exclusively online; there will be no physical meeting location. Shareholders may attend, vote their shares, and submit questions during the Special Meeting by first registering in advance at https://web.viewproxy.com/ALOT/2026 prior to the meeting registration deadline on August 24, 2026, at 11:59 p.m., Eastern Time. Upon completing the registration, shareholders will receive further instructions via email, including a unique link that will allow access to the meeting.

Purpose of the Special Meeting

At the Special Meeting, shareholders of AstroNova will be asked to consider and vote upon the following proposals:

Proposal 1 — The Merger Proposal: To adopt and approve the Agreement and Plan of Merger, dated as of June 16, 2026 (the “Merger Agreement”), among AstroNova, Parent, and Merger Sub, to approve the Merger contemplated by the Merger Agreement (the “Merger”) and the other transactions contemplated by the Merger Agreement.

Proposal 2 — The Advisory Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to AstroNova’s named executive officers in connection with the Merger.

Proposal 3 — The Adjournment Proposal: To approve the adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

Record Date; Shares Entitled to Vote

The Board has fixed the close of business on July 29, 2026 as the Record Date for determining the shareholders of AstroNova entitled to receive notice of and to vote at the Special Meeting. Only holders of record of Common Stock as of the close of business on the Record Date are entitled to vote at the Special Meeting.

As of the Record Date, there were 7,841,201 shares of Common Stock outstanding and entitled to vote at the Special Meeting. Each share of Common Stock outstanding as of the Record Date entitles its holder to one vote on each proposal properly brought before the Special Meeting.

Quorum

The presence, in person (including virtually) or by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting is necessary to constitute a quorum for the transaction of business at the Special Meeting. Abstentions will be counted toward the quorum. Broker non-votes, if any, will also be counted toward the quorum. In the absence of a quorum, the Special Meeting may be adjourned.

Required Vote

Proposal 1 — The Merger Proposal: Adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of all outstanding shares of Common Stock entitled to vote thereon. Accordingly, a failure to vote, an abstention, or a broker non-vote will have the same effect as a vote “AGAINST” this proposal.

Proposal 2 — The Advisory Compensation Proposal: Approval of the advisory, non-binding compensation proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon which are cast, by attendance (including virtually) or represented by proxy, assuming a quorum is present. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of this proposal. Because this vote is advisory and non-binding, it will not affect any compensation previously owed or paid to AstroNova’s named executive officers.

Proposal 3 — The Adjournment Proposal: Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon which are cast, by attendance (including virtually) or represented by proxy, assuming a quorum is present. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of this proposal.

Voting by Directors and Executive Officers

As of July 29, 2026, AstroNova’s directors and current executive officers beneficially owned, in the aggregate, approximately 1,020,330 shares of Common Stock, representing approximately 13.0% of the outstanding shares of Common Stock. AstroNova currently expects that its directors and executive officers will vote their shares “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, and “FOR” the Adjournment Proposal, although none of them (other than as described below) have entered into any agreement requiring them to do so.

Alexis P. Michas, a director of AstroNova, is the managing member of Juniper Investment Company, LLC and Juniper HF, LLC, the general partner and investment manager, respectively, of Juniper Targeted Opportunity Fund, L.P. (“Juniper Fund”), which beneficially owns approximately 535,203 shares of Common Stock (representing approximately 6.8% of the outstanding shares). Mr. Michas may be deemed to beneficially own the shares held by Juniper Fund and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Proxies; Revocation

Shares of Common Stock represented by properly executed proxies received in time for the Special Meeting will be voted in accordance with the instructions indicated on the proxy. If no instructions are indicated on a properly executed proxy, the shares represented by the proxy will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, and “FOR” the Adjournment Proposal.

A shareholder who has submitted a proxy may revoke it at any time before it is voted at the Special Meeting by: (i) submitting a new proxy with a later date before the Special Meeting; (ii) delivering a written notice of revocation to AstroNova’s Corporate Secretary at 600 East Greenwich Avenue, West Warwick, Rhode Island 02893, before the Special Meeting; or (iii) attending the virtual Special Meeting and voting electronically during the meeting. Attendance at the Special Meeting alone will not revoke a proxy.

If your shares are held in street name through a bank, broker, or other nominee, you should follow the instructions provided by your bank, broker, or nominee to revoke or change your voting instructions.

Solicitation of Proxies

Proxies are being solicited on behalf of the Board. AstroNova has retained Alliance Advisors, LLC to assist in the solicitation of proxies for a fee of approximately $13,000, plus reasonable out-of-pocket expenses. In addition to solicitation by mail, directors, officers, and employees of AstroNova may solicit proxies personally, by telephone, by facsimile, or by other electronic means, without additional compensation. AstroNova will bear all costs and expenses in connection with the solicitation of proxies for the Special Meeting, including the fees of the proxy solicitor. AstroNova will also reimburse banks, brokers, and other nominees for their reasonable out-of-pocket expenses incurred in forwarding proxy solicitation materials to beneficial owners of Common Stock.

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned to another time or place if a quorum is not present at the Special Meeting or if additional time is needed to solicit additional proxies. If the Special Meeting is adjourned due to the lack of a quorum, the time and place of the adjourned meeting shall be announced at the Special Meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the meeting.

Proposal 3 specifically authorizes the Board and the chairman of the Special Meeting to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. If the adjournment is approved, the proxyholder will adjourn the Special Meeting to a time and place to be announced.

PROPOSAL NO. 1 — THE MERGER

Background of the Merger

The following chronology summarizes the material events, meetings, negotiations, and contacts that led to the execution of the Merger Agreement. It does not purport to catalogue every conversation or communication among the Company, its representatives, and the other parties described below.

As part of their ongoing evaluation of the Company’s business, the Board and the Company’s senior management have regularly reviewed and assessed the Company’s performance, financial condition, competitive position, near- and long-term strategic prospects, and opportunities to enhance shareholder value, including the potential benefits and risks of remaining an independent public company as compared with pursuing a strategic transaction.

In September 2025, representatives of the Company met with representatives of Company A, a strategic party focused on the Company’s aerospace business. Following that meeting, Company A submitted to the Company a non-binding indication of interest to acquire the Company’s Aerospace business for a purchase price equal to 14 times the Aerospace business’ trailing EBITDA. Following the Board’s review of the indication of interest, the Company rejected Company A’s offer. On September 29, 2025, Company A submitted to the Company a non-binding letter of intent to acquire the Company as a whole for a purchase price of $20.00, and the Company continued to engage in discussions with representatives of Company A.

On October 12, 2025, the Company’s senior management recommended to the Board that the Company engage Rockefeller to assist it in evaluating a potential transaction with Company A, as well as other strategic alternatives for the Company. The Board approved management’s recommendation.

On October 14, 2025, the Company engaged Rockefeller as its investment banking firm to assist the Company with the evaluation and negotiation of the indication of interest received from Company A. Company A was advised by its own financial advisor in connection with the negotiation of its proposal.

Following further discussions, on October 20, 2025, the Company and Company A entered into a confidentiality agreement after which time the Company made available to Company A non-public information concerning the Company.

On November 6, 2025, the Company and Company A entered into a non-binding letter of intent pursuant to which Company A would purchase all of the issued and outstanding shares of the Company’s capital stock for $20.00 per share. The letter of intent granted Company A exclusivity for a period of 45 days, subject to one 30-day extension if certain conditions were satisfied. During the exclusivity period, Company A and its advisors conducted business, financial, and operational due diligence, including diligence sessions with the Company’s management team regarding the Company’s Aerospace and Product Identification businesses.

On January 20, 2026, the exclusivity period expired in accordance with the terms of the letter of intent without Company A having submitted a binding offer to acquire the Company.

On January 23, 2026, after considering the status of its discussions with Company A and receiving an update from the Company’s senior management and Rockefeller, the Board determined that a transaction with Company A was not in the best interest of the Company’s shareholders and ceased negotiations with Company A. At the same meeting, senior management made a presentation to the Board regarding discussions undertaken with potential providers of a quality of earnings report of the Company.

Following the termination of discussions with Company A, the Company and its senior management continued to work with Rockefeller to explore strategic alternatives to maximize value for the Company and its shareholders.

On February 26, 2026, the Board held a meeting at which representatives of Rockefeller made a presentation to the Board regarding proposed outreach to potential buyers of the Company as a whole or the Company’s Product Identification business.

On March 12, 2026, the Company entered into a Confidentiality and Engagement Agreement with James A. Ratigan and Seabrook Partners LLC (“Seabrook”) to provide for Mr. Ratigan’s continued work on the Company’s consideration of strategic alternatives following his departure from Rockefeller.

On April 7, 2026, the Company announced by press release that the Board had initiated a review and evaluation of strategic alternatives to maximize shareholder value, including a possible sale of the Company, a merger, or another business combination transaction.

On April 9, 2026, at a meeting of the Board, the Company’s senior management and representatives of Seabrook and Rockefeller described the status of early engagement with potentially interested acquirors of the Company as a whole or its Product Identification business. A representative of Foley Hoag LLP, the Company’s outside counsel (“Foley Hoag”), described the Board’s fiduciary duties in connection with the consideration of any such transaction.

On April 23, 2026, the Company’s senior management and representatives of Seabrook and Rockefeller provided an update to the Board on the status of the strategic alternatives review. A representative of Seabrook described to the Board the engagement with potentially interested counterparties and the materials that had been provided to date.

As part of the evaluation of strategic alternatives, Rockefeller made affirmative outreach at the direction of the Company to, or received inbound inquiries from, 13 potential acquirors of the Company as a whole (which the Company understood to be primarily interested in its Aerospace business) and 48 potential acquirors of the Company’s Product Identification business. The outreach encompassed both strategic parties and financial sponsors. Between October 20, 2025 and May 14, 2026, the Company entered into confidentiality agreements with 30 parties, including Company A and two other parties with which the Company entered into confidentiality agreements prior to the commencement of its strategic process. In each case, the Company’s willingness to provide non-public information was conditioned on the execution of a confidentiality agreement. During the period of the Company’s exclusivity with Company A, such outreach and the execution of confidentiality agreements were limited to a small number of potential acquirors of the Company’s Product Identification business and were conducted with Company A’s consent.

Over the course of April and May 2026, the Company provided diligence to interested parties that had executed confidentiality agreements, including distribution of confidential information presentations and financial materials, management presentations, quality-of-earnings materials, access to an electronic data room, and, for a number of parties, in-person site visits at the Company’s headquarters in West Warwick, Rhode Island. Among the parties that engaged in this phase of the Company’s consideration of strategic alternatives were Company B, a financial sponsor, Company C, a strategic party, Company D, a financial sponsor, Company E, a strategic party, and Company F, a strategic party. The Company understood that Arcline, Company B, Company C, Company D, Company E and Company F were all primarily interested in the Company’s Aerospace business, but each was evaluating an acquisition of the entire Company.

On May 12, 2026, representatives of Seabrook and Rockefeller exchanged emails with Arcline and shared the Company’s strategic alternatives announcement, and a meeting between representatives of Seabrook, Rockefeller and Arcline was held that day. On May 14, 2026, Arcline and the Company entered into a confidentiality agreement, and the Company made available to Arcline the confidential information presentations, financial supplement, quality-of-earnings materials, and related diligence materials provided to other participants in the Company’s consideration of strategic alternatives. Prior to May 12, 2026, neither the Company nor, to the Company’s knowledge, any of its representatives had engaged in material contacts or negotiations with Arcline, Parent, Merger Sub, the Guarantors, or their respective affiliates regarding a potential acquisition of the Company.

The Company requested that first-round indications of interest be submitted by potential acquirors of the Company or its Product Identification business on May 14, 2026. Between May 14 and May 15, 2026, the Company received all-cash indications of interest to acquire the whole Company from Company B at a price of $20.00 to $22.00 per share, Company C at a price of $22.00 per share, Company D at a price of $17.50 per share, Company E at a price of $20.00 per share and Company F at a price of $16.00 per share, and three indications of interest to acquire the Company’s Product Identification business. Two of these were all-cash bids valuing the Product Identification business between $30 million and $32.5 million, and the third contemplated a purchase price of up to $40 million comprised of cash and deferred consideration. On May 19, 2026, Arcline submitted an indication of interest to acquire the Company as a whole for $18.00 to $20.00 per share. All of the indications of interest from Arcline, Company B, Company C, Company D, Company E and Company F contemplated an all-cash purchase price with no financing conditions.

Following its review of the indications of interest, and in consultation with Seabrook, Rockefeller and Foley Hoag, the Board determined to move forward only with potential buyers of the Company as a whole. On May 20, 2026, Rockefeller distributed a draft of the Merger Agreement prepared by Foley Hoag to Arcline, Company B, Company C, Company D, Company E and Company F.

During the second half of May 2026, the Company continued to provide diligence to the parties that remained in the process, including additional management sessions, site visits, and quality-of-earnings and tax diligence sessions.

On May 21, 2026, the Company made an online management presentation regarding the Company’s Aerospace segment to Nik Venkatasubramanian, a Principal on Arcline’s investment team, and other representatives of Arcline. Representatives of Seabrook and Rockefeller were also in attendance. During the presentation, Mr. Venkatasubramanian stated that Arcline’s interest extended to both of the Company’s segments and directed the discussion to detailed questions regarding the Aerospace product line and its history. Arcline was granted full access to the Company’s electronic data room later that day. Following the Aerospace segment management presentation, Mr. Venkatasubramanian communicated to Rockefeller that, given Arcline’s knowledge of the Aerospace business model and market, and its operating experience in the Product Identification business’s paper and packaging markets, Arcline was confident it could complete confirmatory due diligence and execute a definitive agreement within two to three weeks, and on that basis requested that the Product Identification management session and a site visit at the Company’s West Warwick, Rhode Island headquarters be scheduled at the earliest opportunity.

On May 27 and 28, 2026, representatives of Arcline attended management diligence sessions and conducted a site visit at the Company’s headquarters. On May 28, 2026, members of Company management together with representatives of Arcline, Seabrook and Rockefeller attended a management dinner.

On May 29, 2026, Mr. Venkatasubramanian and Andrey Yoffe, a partner of Arcline’s business development team, held a telephonic conversation with representatives of Seabrook and Rockefeller, during which Mr. Venkatasubramanian requested that the diligence timeline be further accelerated, including a follow-up session with the Company’s Product Identification team on May 31, 2026, to review Arcline’s analysis of that business’s historical data. Mr. Venkatasubramanian reiterated Arcline’s interest in the whole Company and communicated the elements of certainty Arcline intended its proposal to include: fully committed equity financing, no financing condition and readiness to execute within 24 hours of finalizing documentation. The parties agreed on the scope of Arcline’s confirmatory diligence, including quality of earnings and tax sessions.

On May 30, 2026, the Company’s senior management and representatives of Seabrook and Rockefeller updated the Board on the status of Arcline’s and the other remaining bidders’ diligence process and engagement with the Company, Rockefeller, and Seabrook. A representative of Seabrook advised the Board that updated proposals had been requested from each of the remaining bidders on June 2, 2026.

Also on May 30, 2026, Mr. Venkatasubramanian delivered to Seabrook a written summary of Arcline’s interest, together with an overview of the firm. In the summary, Mr. Venkatasubramanian reiterated that Arcline’s interest

was in the whole Company and that Arcline would invest behind both of the Company’s businesses rather than treat either as non-core, and communicated that Arcline had completed its commercial and business diligence with respect to both segments. The summary detailed Arcline’s operating experience across each of the Company’s product groups and end markets, including in avionic subsystems (relevant to the Aerospace segment), test and measurement (relevant to the Company’s Test & Measurement product line), and packaging and labeling (relevant to the Product Identification segment), through historical platform investments in Kaman Corporation, Dwyer Instruments, Precision Fuzing & Sensors, and American Holt, as well as Arcline’s experience acquiring and investing behind businesses comprising multiple operating segments. The summary also stated that Arcline would fund the transaction entirely from its $6 billion committed fund with no financing contingencies.

On May 31, 2026, at Mr. Venkatasubramanian’s request, the Company conducted a diligence session with representatives of Arcline to review exhibits Arcline had prepared and shared in advance summarizing the Product Identification business’s historic sales data.

On June 2, 2026, the Company received revised all-cash proposals from five potential acquirors: Arcline at a price of $25.00 per share, Company B at a price of $21.70 per share, Company C at a price of $24.00 per share, Company D at a price of $24.50 per share, and Company E at a price of $22.00 per share. Each of Arcline, Company B and Company E accompanied their proposals with a mark-up of the draft Merger Agreement prepared by Foley Hoag, while Company C and Company D provided an issues list describing their areas of concern in the draft Merger Agreement. Another potential acquiror, Company F, verbally expressed to a representative of Seabrook its continued interest in acquiring the Company and indicated that it could improve on its prior valuation, but likely not to a competitive level. Company F never submitted a revised proposal in writing.

Also on June 2, 2026, Mr. Venkatasubramanian requested a meeting in London with Padraig Finn, the Company’s Senior Vice President, Product Identification, to discuss the Product Identification business.

On June 3, 2026, the Board met with senior management, representatives of Seabrook, Rockefeller and Foley Hoag to review the revised proposals. A representative of Seabrook described the financial terms of the revised proposals, and a representative of Foley Hoag described the material issues raised in the mark-ups of the Merger Agreement and issues lists provided by the bidders. After reviewing the revised bids with Seabrook, Rockefeller and Foley Hoag, and taking into account the price, certainty, and other terms reflected in the proposals, the Board determined to continue the process only with Arcline and Company D.

On June 4, 2026, at the direction of the Company, a representative of Seabrook communicated to both Mr. Venkatasubramanian and a representative of Company D that the Company intended to narrow the process to two parties, that the proposals from Arcline and Company D were competitive in price, and that the Board was focused on pushing to a signed and announced transaction by the middle of June. The representative of Seabrook informed the representative of Company D that the Board would not grant exclusivity to Company D. The representative of Seabrook further advised the representative of Company D that if Company D wished to remain competitive, it should provide a revised draft of the Merger Agreement to the Company as soon as possible. Mr. Venkatasubramanian and other Arcline representatives delivered a confirmatory diligence roadmap to Seabrook and Rockefeller the same day and committed to a June 15 target signing date.

Also on June 4, 2026, Mr. Venkatasubramanian, together with Ben Raper, a Partner in Arcline’s Value Creation Group, traveled to London to meet Padraig Finn, the Company’s Senior Vice President, Product Identification, for dinner, during which Mr. Venkatasubramanian communicated Arcline’s intention to acquire, invest in and operate both of the Company’s segments. Post-closing employment compensation arrangements with Mr. Finn were not discussed during this meeting.

On June 5, 2026, representatives of Foley Hoag participated in a call with representatives of Company D’s outside legal counsel, at which the parties discussed the Merger Agreement and the status of Company D’s due diligence inquiry. Following that call, Company D’s outside legal counsel delivered a revised draft of the Merger Agreement to Foley Hoag.

Also on June 5, 2026, Company C submitted a revised proposal to acquire the Company at a price of $26.00 per share and requested that a call be arranged between representatives of Foley Hoag and Company C’s legal counsel. In light of Company C’s revised proposal, the Company instructed Foley Hoag to continue engaging with Company C.

On June 6, 2026, members of the Company’s management team and representatives of Foley Hoag participated in a legal due diligence call with representatives of Company D’s outside legal counsel.

Also on June 6, 2026, Foley Hoag provided a revised draft of the Merger Agreement to Arcline’s outside legal counsel at Bass Berry & Sims PLC (“Bass Berry”).

On June 8, 2026, the Company issued its earnings release and filed its quarterly report on Form 10-Q for its fiscal first quarter ended April 30, 2026. The Company’s reported first quarter fiscal 2027 results included revenue growth of $1.7 million to $39.4 million compared to the first quarter of fiscal 2026, driven by a 16.3% increase in Aerospace sales; consolidated operating profit of $1.6 million, reflecting a 250 basis point expansion in operating margin to 4.0%; and net income of $0.7 million, or $0.08 per diluted share, a $1.0 million year-over-year improvement from a prior-year loss.

On June 8, 2026, members of the Company’s management team and representatives of Foley Hoag participated in a legal due diligence call with representatives of Bass Berry.

Also on June 8, 2026, representatives of Foley Hoag participated in a call with Company C’s inside and outside legal counsel at which the parties discussed Company C’s revised proposal. On June 9, 2026, Company C withdrew its improved $26 per share proposal but stood by its June 2nd $24 per share proposal.

On June 9, 2026, Bass Berry sent a revised draft of the Merger Agreement to Foley Hoag, and Foley Hoag sent a draft of the Company’s disclosure letter to the Merger Agreement to Bass Berry.

Also on June 9, 2026, Foley Hoag sent a revised draft of the Merger Agreement and the Company’s disclosure letter to the Merger Agreement to Company D’s legal counsel.

On June 10, 2026, representatives of Foley Hoag participated in a call with representatives of Company D’s outside legal counsel at which the parties discussed the Merger Agreement, including the circumstances in which a reverse termination fee may become payable by Company D pursuant to the Merger Agreement.

On June 11, 2026, Mr. Venkatasubramanian communicated to a representative of Seabrook that Arcline’s business and confirmatory diligence was substantially complete, three days ahead of the schedule Arcline had previously communicated, and that Arcline was prepared to review and finalize the latest drafts of the Merger Agreement and the Company’s disclosure letter to the Merger Agreement upon receipt. Also on June 11, 2026, representatives of Foley Hoag participated in a call with representatives of Bass Berry at which the parties discussed the Merger Agreement, including the termination fee.

On June 12, 2026, Bass Berry sent a revised draft of the Company’s disclosure letter to the Merger Agreement to Foley Hoag.

Also on June 12, 2026, Company D’s legal counsel sent revised drafts of the Merger Agreement and the Company’s disclosure letter to the Merger Agreement to Foley Hoag.

On June 13, 2026, Foley Hoag sent revised drafts of the Merger Agreement and limited guarantee to Bass Berry and a revised draft of the Merger Agreement to Company D’s legal counsel. Also on June 13, 2026, Mr. Venkatasubramanian and a representative of Seabrook held a telephonic conversation, during which they discussed the status of the transaction documents and the proposed timing for signing and announcing a

transaction. Mr. Venkatasubramanian confirmed Arcline’s readiness to complete the transaction and requested introductory calls with Messrs. Ittmann and Carll in advance of submitting its updated offer. In order to accelerate the timeline, Mr. Venkatasubramanian also stated that Arcline was prepared to enter into the Merger Agreement and announce the transaction before the market opened on June 15th.

On June 14, 2026, Mr. Venkatasubramanian and a representative of Seabrook held a telephonic conversation in which they discussed open items in the transaction documents, including the treatment of transaction expenses, executive transaction bonuses, the size of the Termination Fee and the need for the Reverse Termination Fee. Mr. Venkatasubramanian communicated Arcline’s position that its fully committed equity financing and the absence of any financing conditions or further diligence conditions provided the Company certainty of close without the need for a reverse termination fee beyond the specified antitrust-related circumstances. On that day, Mr. Venkatasubramanian also held discussions with Mr. Ittmann and Mr. Carll during which Mr. Venkatasubramanian discussed Arcline’s interest in the Company and its plans for the business. Mr. Venkatasubramanian did not discuss or negotiate post-closing employment compensation arrangements with Mr. Ittmann or Mr. Carll during these calls.

Also on June 14, 2026, senior management presented to the Board its financial forecast for fiscal years 2030 and 2031, and the Board authorized Rockefeller to utilize the forecasts described in the section entitled “The Merger — Projected Financial Information” in the preparation of its fairness opinion to the Board. At that meeting, a representative of Seabrook presented an update to the Board on the status of the negotiations with Arcline and Company D, as well as the discussions with Company C and its withdrawal of its prior proposal. Next, a representative of Rockefeller presented certain preliminary financial analyses. A representative of Foley Hoag advised the Board regarding its fiduciary duties in connection with the negotiation of the Merger Agreement. Each member of the Board confirmed that he or she did not have any relationship with Arcline or Company D or any other interest in the proposed transaction, other than as a result of his or her beneficial ownership of Company securities.

On June 15, 2026, at the direction of the Company a representative of Seabrook communicated with representatives of Arcline and Company D regarding the status of the transaction and requested that each party submit its best and final offer. Following those communications, Arcline delivered a revised proposal in which it increased its proposed price to acquire the Company from $25.00 per share to $26.00 per share, and Company D delivered a revised proposal in which it increased its proposed price to acquire the Company from $24.50 to $25.50 per share. Neither Arcline nor Company D characterized their updated proposal as their final offer.

Also on June 15, 2026, Bass Berry sent to Foley Hoag a revised draft of the Merger Agreement pursuant to which Arcline proposed that the termination fee be fixed at 4% of the equity value of the transaction, resulting in a Termination Fee of $9,648,000 and a Reverse Termination Fee in the same amount payable by Parent in specified antitrust-related termination circumstances. Arcline also agreed to be subject to obligations to take any and all actions necessary or advisable to avoid or eliminate impediments under applicable antitrust, competition, foreign investment, or trade regulations laws. Later that same day, Bass Berry confirmed that Arcline accepted the Company’s latest drafts of the limited guarantee and provided a revised draft of the Company’s disclosure letter to the Merger Agreement.

On June 15, 2026, legal counsel for Company D sent a revised draft of the Merger Agreement to Foley Hoag, which reflected minimal changes to the Company’s prior draft of the Merger Agreement, a revised draft of the company disclosure letter and initial drafts of a limited guaranty and equity commitment letter. Later on June 15, 2026, Foley Hoag provided revised drafts of the limited guaranty and equity commitment letter to counsel for Company D.

On the morning of June 16, 2026, members of the Company’s senior management, along with representatives of Seabrook, Rockefeller and Foley Hoag, provided an update to the Board on the status of negotiations with Arcline and Company D. The Board requested the representative of Seabrook to ask for an improvement in the

price to at least $27.00 per share from Arcline, which was the lead bidder at that time, and a commitment to enter into definitive transaction documents as soon as practicable.

Following that meeting, the representative of Seabrook relayed to Mr. Venkatasubramanian that the Board was prepared to transact and asked for an improved offer from Arcline with a purchase price greater than $27.00 per share. Mr. Venkatasubramanian orally relayed to the representative of Seabrook an improved offer to acquire the Company in an all-cash transaction at a purchase price of $27.25 per share. Mr. Venkatasubramanian stated that Arcline had completed its due diligence, required no financing arrangements, and had received full approval from its investment committee to execute definitive documentation immediately. The representative of Seabrook also spoke to a representative of Company D and informed him that the Company was moving to finalize the transaction with Arcline.

Following the discussion between Mr. Venkatasubramanian and the representative of Seabrook, Company D delivered an unsolicited written proposal pursuant to which it increased its proposed price to acquire the Company from $25.50 per share to $27.50 per share, and legal counsel for Company D returned revised drafts of the limited guaranty and equity commitment letter and a revised draft of the Company’s disclosure letter to the Merger Agreement to Foley Hoag. Company D’s written proposal required the Company to grant exclusivity to Company D. Later that day, representatives of Foley Hoag and legal counsel for Company D met telephonically to discuss the Merger Agreement and other transaction documents.

After receiving the updated proposal from Company D, and after Mr. Venkatasubramanian had emailed and called the representative of Seabrook to follow up on the status of Arcline’s offer, the representative of Seabrook informed Mr. Venkatasubramanian that the other finalist in the transaction had submitted a revised proposal, which the Board was evaluating. Mr. Venkatasubramanian stated that Arcline had engaged with the Company in good faith throughout the process, had completed its confirmatory diligence three days ahead of the schedule it had previously communicated, had returned a fully agreed Merger Agreement, and had improved its proposal on multiple occasions, and indicated it would be submitting an updated offer for the Board to consider.

The representative of Seabrook informed Mr. Venkatasubramanian and the representative of Company D that the Board was ready to enter into definitive agreements and expected to announce the Merger on the morning of June 17th. He also again asked for final proposals from both parties and relayed that the Company was prepared to engage in negotiations with both parties throughout the evening.

Also on June 16, 2026, representatives of Foley Hoag and Bass Berry met telephonically to discuss the Merger Agreement and the Company’s disclosure letter to the Merger Agreement. Later that day, Bass Berry sent a revised draft of the Merger Agreement to Foley Hoag. Subsequent to Bass Berry sending a revised draft of the Merger Agreement to Foley Hoag, representatives of Foley Hoag and Bass Berry engaged in discussions telephonically throughout the day to finalize the Merger Agreement, the company’s disclosure letter to the Merger Agreement and the transaction documents.

Following the close of the markets in the afternoon of June 16, 2026, Mr. Venkatasubramanian and the representative of Seabrook spoke by telephone, and Mr. Venkatasubramanian advised the representative of Seabrook that Arcline was prepared to submit an improved offer, in writing, subject to the Board being promptly convened to consider the offer and the final Merger Agreement. Mr. Venkatasubramanian asked for further assurance that AstroNova would not communicate the terms of the offer to Company D. Arcline delivered to Darius Nevin, the Chairman of the Board, Jorik Ittmann, the Company’s Chief Executive Officer, and the representative of Seabrook an updated proposal addressed to the Board pursuant to which it increased its proposed price to acquire the Company from $27.25 per share to $29.00 per share. Arcline’s updated proposal was accompanied by an agreed form of the Merger Agreement, an agreed form of the Company’s disclosure letter to the Merger Agreement and limited guarantee, and stated that Arcline was prepared to execute definitive documentation that evening and announce the transaction before the start of trading on June 17, 2026. Following the Company’s receipt of the revised Arcline proposal, Messrs. Venkatasubramanian, Nevin, and

Ittmann and the representative of Seabrook held a telephonic conversation during which Mr. Venkatasubramanian characterized Arcline’s updated proposal as offering the Board a fully executable transaction at a superior value, stated that it would be of great interest to the Company’s shareholders, confirmed that Arcline’s terms required no further diligence, financing arrangements or negotiation, and stated Arcline’s expectation that the Board would act on its proposal that evening. Representatives of Foley Hoag and Bass Berry finalized the Merger Agreement and the Company’s disclosure letter to the Merger Agreement.

On the evening of June 16, 2026, the Board held a meeting, at which members of senior management and representatives of Seabrook, Rockefeller and Foley Hoag were present. Prior to such meeting, a customary relationships disclosure letter from Rockefeller was distributed to the Board. Foley Hoag reviewed with the Board its fiduciary duties and the terms of the proposed Merger Agreement, and Rockefeller reviewed with the Board its financial analyses of the proposed Merger Consideration. Also at the meeting, Rockefeller rendered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Rockefeller as set forth in its opinion, the Merger Consideration of $29.00 per share in cash to be received by the holders of Common Stock (other than Cancelled Shares) pursuant to the Merger was fair, from a financial point of view, to such holders, as more fully described under “The Merger Agreement — Opinion of Rockefeller Financial LLC”. The Board considered, among other things, Arcline’s $29.00 per share proposal as compared to Company D’s then-current $27.50 per share proposal, the terms and execution certainty reflected in the proposed Merger Agreement and related transaction documents, the status of each bidder’s due diligence, and the terms of each bidder’s financing and support arrangements. After discussion, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were fair to, and in the best interests of, the Company and its shareholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (iii) directed that the Merger Agreement be submitted to a vote of the Company’s shareholders; and (iv) resolved to recommend that the Company’s shareholders vote to approve the Merger Agreement, in each case in accordance with the RIBCA.

Later on June 16, 2026, the Company, Parent, and Merger Sub executed the Merger Agreement, and investment funds affiliated with Arcline delivered the limited guarantee in favor of the Company.

On June 17, 2026, shortly prior to the public announcement of the Merger, Company D delivered to Rockefeller a revised proposal pursuant to which it increased its proposed price to purchase the Company to $27.80 per share. Before the opening of trading on June 17, 2026, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement, and, consistent with its obligations under the Merger Agreement, the Board determined not to engage with Company D on its revised proposal.

The Board was aware of, and considered, the compensation arrangements with Rockefeller, including that approximately $1.0 million of Rockefeller’s fee was payable upon delivery of its opinion and the remainder was contingent upon consummation of the Merger, in evaluating Rockefeller’s advice and opinion.

Reasons for the Merger; Recommendation of the Board of Directors

In evaluating the Merger Agreement and the Merger, the Board consulted with the Company’s senior management and with the Company’s outside legal counsel and financial advisor. After careful consideration, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its shareholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (iii) directed that the Merger Agreement be submitted to a vote of the Company’s shareholders; and (iv) resolved to recommend that the Company’s shareholders vote to approve the Merger Agreement, in each case in accordance with the RIBCA.

After careful consideration, the Board of Directors of AstroNova unanimously recommends that shareholders vote FOR the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

In reaching its determination and recommendation, the Board considered a number of factors, including the following material factors that the Board viewed as supporting its decision (which are not presented in any relative order of importance):

Premium to Market Price. The Merger Consideration of $29.00 per share in cash represents a premium of approximately 208.5% over AstroNova’s unaffected closing share price of the last full trading day prior to the April 7, 2026 announcement of the strategic alternatives review (April 6, 2026), and a premium of approximately 120% over the volume weighted average price of Common Stock for the 90 days ending June 16, 2026.

Certainty of Value — All-Cash Consideration. The Merger Consideration of $29.00 per share is payable entirely in cash. The all-cash nature of the Merger consideration provides shareholders with certainty of value and eliminates exposure to the risks associated with the combined company following closing.

Results of the Strategic Alternatives Review. The Board considered that as part of the Company’s strategic alternatives review announced on April 7, 2026, at the direction of the Company, Rockefeller contacted 61 potential strategic and financial acquirors of all or a portion of the Company’s business and that 27 of those potential acquirors entered into non-disclosure agreements with the Company. The Board further considered that following a due diligence process, six potential acquirors submitted proposals to acquire the whole Company and that, after multiple rounds of bidding, Arcline’s was the highest bid received. As a result, the Board concluded that the transactions contemplated by the Merger Agreement represent the most favorable outcome reasonably available to AstroNova shareholders resulting from the strategic review process.

Opinion of the Financial Advisor. The Board considered the opinion of Rockefeller, rendered orally on June 16, 2026 and subsequently confirmed in writing, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Rockefeller as set forth in its opinion, the Merger Consideration of $29.00 per share in cash to be received by the holders of Common Stock (other than Cancelled Shares) pursuant to the Merger was fair, from a financial point of view, to such holders, as more fully described under “The Merger — Opinion of Rockefeller Financial LLC”.

Terms of the Merger Agreement. The Board considered the terms and conditions of the Merger Agreement, including: the all-cash Merger Consideration of $29.00 per share; the limited number and nature of the conditions to closing and the absence of a financing condition; the limited guarantee provided by investment funds affiliated with Arcline in favor of the Company; the Board’s ability, in specified circumstances and prior to obtaining the Requisite Company Vote, to furnish information to and engage in discussions or negotiations with a third party that has made an unsolicited Takeover Proposal that constitutes or could reasonably be expected to lead to a Superior Proposal, and to make a Company Adverse Recommendation Change or terminate the Merger Agreement to accept a Superior Proposal, in each case subject to the terms of the Merger Agreement (including Parent’s matching rights and the Company’s payment of the Termination Fee of $9,648,000); Parent’s obligations to take actions necessary or advisable to obtain antitrust and other required regulatory approvals and Parent’s obligation to pay a reverse termination fee of $9,648,000 in certain circumstances if antitrust approval is not obtained; the provisions of the Merger Agreement requiring the Surviving Corporation to continue to indemnify and advance expenses to, and to obtain and maintain a six-year “tail” directors’ and officers’ liability insurance policy for the benefit of, the Company’s current and former directors and officers with respect to acts or omissions occurring at or prior to the Effective Time; and Parent’s agreement to provide the Company’s employees who remain employed following the Effective Time, for a period of twelve months following the Effective Time, with base salary or wage levels and annual target bonus opportunities that are no less favorable, and other employee benefits that are no less favorable in the aggregate, than those provided by the Company immediately prior to the Effective Time.

Likelihood of Completion. The Board considered the likelihood that the Merger would be completed on a timely basis, based on, among other things, the absence of a financing condition, the limited guarantee provided by the Guarantors of certain payment obligations of Parent, Parent’s obligations with respect to obtaining required antitrust and other regulatory approvals, and the availability of specific performance to the Company under the Merger Agreement.

Current Conditions. The Board considered the current state of the U.S. and global economies, including the current and potential impact in both the near term and long term on the Company’s industry and the trading price of the Company’s Common Stock.

In the course of its deliberations, the Board also considered a variety of risks and other potentially negative factors, including: that shareholders will not participate in any future earnings or growth of the Company or benefit from any future appreciation in its value; the restrictions on the conduct of the Company’s business during the pendency of the Merger; the risk that the Merger might not be completed and the potential consequences of non-completion, including the possible payment of the Termination Fee in specified circumstances and the potential effect on the Company’s business, operations, and stock price; the potential for litigation by the Company’s shareholders in connection with the transactions contemplated by the Merger Agreement, which, even where lacking in merit, could nonetheless result in distraction and expense for the Company; and the interests of the Company’s directors and executive officers that may be different from, or in addition to, the interests of shareholders generally.

The foregoing discussion of the information and factors considered by the Board is not exhaustive. In view of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination.

Opinion of Rockefeller Financial LLC

On June 16, 2026, Rockefeller rendered to the Board its oral opinion, subsequently confirmed in a written opinion dated such date, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Rockefeller in preparing its opinion, the Merger Consideration to be received by the holders of Common Stock (other than Cancelled Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Rockefeller’s written opinion, dated June 16, 2026, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Rockefeller in preparing its opinion, is attached as Annex B and is incorporated herein by reference. The summary of the written opinion of Rockefeller set forth below is qualified in its entirety by reference to the full text of Rockefeller’s written opinion attached as Annex B. Rockefeller’s financial advisory services and opinion were intended solely for the benefit and use of the Board in considering the Merger and the other transactions contemplated by the Merger Agreement, and Rockefeller’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of Common Stock (other than Cancelled Shares) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. Rockefeller’s opinion did not address any other term or aspect of the Merger Agreement or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger and the other transactions contemplated by the Merger Agreement and does not constitute a recommendation to any shareholder of AstroNova or any other person as to how such shareholder or other person should vote with respect to the Merger or otherwise act with respect to the Merger and the other transactions contemplated by the Merger Agreement or any other matter.

The full text of Rockefeller’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Rockefeller in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Rockefeller has, among other things:

•

reviewed the financial terms and conditions of a draft of the Merger Agreement furnished to Rockefeller on June 16, 2026;

•

reviewed certain publicly available financial statements and other business and financial information relating to AstroNova;

•

reviewed certain internal financial statements and other financial and operating data concerning AstroNova, including certain projected financial forecasts, analyses and projections relating to AstroNova (which are referred to in this summary of Rockefeller’s opinion as the “Forecasts” and described further below under the section entitled “The Merger — Projected Financial Information” beginning on page 38 of this proxy statement), in each case as prepared and furnished to Rockefeller by AstroNova’s management and approved for Rockefeller’s use by AstroNova (which are collectively referred to in this summary of Rockefeller’s opinion as the “Internal Data”);

•

discussed with members of the senior management of AstroNova the past and current operations, financial condition and prospects of AstroNova and the Internal Data, including the Forecasts;

•

reviewed the reported prices and trading activity of the Common Stock;

•

compared the financial performance of AstroNova and the trading multiples of the Common Stock with those of certain other publicly traded companies that Rockefeller deemed relevant;

•

compared the financial performance of AstroNova and the valuation multiples relating to the Merger with the financial terms, to the extent publicly available, of certain other transactions that Rockefeller deemed relevant; and

•

performed such other studies and analyses and reviewed such other information and considered such other factors as Rockefeller has deemed appropriate.

Rockefeller has, with AstroNova’s consent, relied upon the accuracy, reasonableness and completeness of all the information supplied or otherwise made available to Rockefeller, and Rockefeller does not assume responsibility for the accuracy, reasonableness or completeness of, and has not independently verified, any such information. Rockefeller has not undertaken, or been provided with, any evaluation, appraisal or physical inspection of any assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of AstroNova or a third party, and does not express any view or opinion as to the value of any of the foregoing.

Rockefeller’s opinion does not address the underlying business decision of AstroNova to engage in the Merger and the other transactions contemplated by the Merger Agreement, or the relative merits of such transactions as compared to any other business or financial strategies that may be available to AstroNova or in which AstroNova might engage. With respect to the Forecasts, Rockefeller has assumed, with AstroNova’s consent, that they have been reasonably prepared and reflect the best currently available estimates and judgment of AstroNova’s management, and Rockefeller has relied, with AstroNova’s consent, on the Internal Data for purposes of Rockefeller’s analysis and the opinion described above. Rockefeller expresses no view or opinion as to the Internal Data or the assumptions on which it is based.

Rockefeller’s opinion addresses only the fairness, from a financial point of view, as of the date of Rockefeller’s written opinion, to the holders of the Common Stock (other than Cancelled Shares) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. Rockefeller does not express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement or any term or aspect of any other

agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement, including, without limitation, the fairness of the Merger and the other transactions contemplated by the Merger Agreement or any term or aspect of the Merger Agreement to, or any consideration to be received in connection therewith by, or the impact of the Merger and the other transactions contemplated by the Merger Agreement on, the holders of any other class of securities, employees, creditors or any other constituency of AstroNova or any other party. In rendering its opinion, Rockefeller has assumed, with AstroNova’s consent, that the final executed Merger Agreement would not differ from the draft of the Merger Agreement reviewed by Rockefeller in any way meaningful to its analysis or its opinion. Rockefeller has also assumed, with AstroNova’s consent, that the Merger and the other transactions contemplated by the Merger Agreement will be consummated in accordance with the terms set forth therein and in accordance with all applicable laws without any waiver, amendment or delay. Rockefeller has assumed, with AstroNova’s consent, that any and all governmental, regulatory or other consents, approvals, waivers or releases necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement will be obtained without any adverse effect on AstroNova or the expected benefits of the Merger and the other transactions contemplated by the Merger Agreement in any way meaningful to Rockefeller’s analysis or its opinion. The credit, financial and stock markets have experienced and continue to experience volatility, and Rockefeller expresses no view or opinion as to any potential effects of such volatility on the parties to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement.

Rockefeller is not an accountant or legal, tax or regulatory advisor. Rockefeller is a financial advisor only and has relied upon, without independent verification, the assessment of AstroNova and its accountants and legal, tax and regulatory advisors with respect to accounting, legal, tax and regulatory matters. Rockefeller expresses no opinion with respect to the fairness of the amount or nature of compensation to any of AstroNova’s officers, directors or employees or any class of such persons, relative to any amounts to be paid in the Merger or any of the other transactions contemplated by the Merger Agreement. Rockefeller’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions as in effect on, and the information made available to Rockefeller as of, the date of its written opinion. Events occurring after the date of Rockefeller’s written opinion may affect its opinion and the assumptions used in preparing it, and Rockefeller does not assume any obligation or responsibility to update, revise or reaffirm its opinion. Rockefeller’s opinion does not constitute a recommendation to any shareholder of AstroNova or any other person as to how such shareholder or other person should vote with respect to the Merger or otherwise act with respect to the Merger and the other transactions contemplated by the Merger Agreement or any other matter.

Rockefeller’s opinion has been approved by a fairness committee of Rockefeller Financial LLC. Rockefeller’s opinion (i) was intended solely for the benefit and use of the Board in considering the Merger and the other transactions contemplated by the Merger Agreement, (ii) is not a recommendation to AstroNova, the Board or any comparable governing body with respect to the Merger and the other transactions contemplated by the Merger Agreement or any other matter and (iii) does not constitute a recommendation to AstroNova’s potential investors, shareholders, creditors or employees or any other constituency with respect to the Merger and the other transactions contemplated by the Merger Agreement. In addition, Rockefeller did not express any opinion as to the prices at which the Common Stock would or will trade at any time or as to the impact of the Merger and the other transactions contemplated by the Merger Agreement on the solvency or viability of AstroNova or any other party or the ability of AstroNova or any other party to pay their respective obligations when they come due.

Summary of Rockefeller Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Board in connection with Rockefeller’s opinion, dated June 16, 2026. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Rockefeller, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Rockefeller. Rockefeller may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various

assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Rockefeller’s view of the actual value of AstroNova. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Rockefeller. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Rockefeller’s financial analyses and its opinion. In performing its analyses, Rockefeller made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of AstroNova or any other parties to the Merger Agreement. None of AstroNova, Parent, Merger Sub, Rockefeller nor any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of AstroNova do not purport to be appraisals or reflect the prices at which AstroNova may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as of June 8, 2026, and is not necessarily indicative of current market conditions.

Based on Rockefeller’s experience and professional judgment, Rockefeller performed its selected public company analysis, selected precedent transactions analysis and discounted cash flow analysis on a sum-of-the-parts basis, and, for purposes of such analyses, AstroNova’s business was divided into three segments (each, a “Segment”): (i) its aerospace segment (the “Aerospace Segment”), (ii) its product identification segment (the “Product Identification Segment”) and (iii) its corporate operating expenses (the “Corporate Expenses”). In each such sum-of-the-parts analysis, Rockefeller analyzed the net present value range of AstroNova’s Corporate Expenses separately on a discounted cash flow basis, using the projected Corporate Expenses set forth in the Forecasts (and calculated in the same manner as described with respect to Rockefeller’s discounted cash flow analysis below). The sum-of-the-parts analyses do not imply the value at which the individual Segments could be sold. Each analysis is described more fully below.

Historical Stock Trading Analysis

Rockefeller analyzed the Merger Consideration of $29.00 per share of Common Stock to be paid to holders of shares of Common Stock pursuant to the Merger Agreement in relation to:

•

the closing price per share of Common Stock on April 6, 2026, the trading day prior to the issuance of AstroNova’s press release announcing that the Board had initiated a review of strategic alternatives, of $9.40;

•

the volume weighted average price (“VWAP”) per share of Common Stock for the 90-trading-day period ended April 6, 2026 of $8.74;

•

the closing price per share of Common Stock on June 8, 2026 of $15.68;

•

the highest closing price per share of Common Stock during the 52-week period ended April 6, 2026 of $12.47; and

•

the lowest closing price per share of Common Stock during the 52-week period ended April 6, 2026 of $7.01.

Rockefeller’s analysis observed that the price per share of Common Stock to be paid to the holders of shares of Common Stock pursuant to the Merger Agreement represented:

•

a premium of 208.5% based on the closing price per share of Common Stock on April 6, 2026;

•

a premium of 231.9% based on the VWAP per share of Common Stock for the 90-trading-day period ended April 6, 2026; and

•

a premium of 84.9% based on the closing price per share of Common Stock on June 8, 2026.

Premia Paid Analysis

Rockefeller reviewed and analyzed, using publicly available information, the acquisition premia for (i) change-of-control transactions announced from January 2016 through May 2026 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were between $50 million and $500 million (such transactions, “All Applicable Transactions”) and (ii) all-cash change-of-control transactions announced from January 2016 through May 2026 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were between $50 million and $500 million (such transactions, “Applicable Cash Transactions”). This analysis excluded, in each case, energy, mining, healthcare, real estate and blank-check company transactions. For the entire period, Rockefeller calculated the median, 25th percentile, 75th percentile and 90th percentile premia of the price paid in All Applicable Transactions and Applicable Cash Transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated (a) a median premium of approximately 31.1% for All Applicable Transactions and 40.3% for Applicable Cash Transactions, (b) a 25th percentile premium of approximately 13.9% for All Applicable Transactions and 21.9% for Applicable Cash Transactions, (c) a 75th percentile premium of approximately 56.6% for All Applicable Transactions and 82.1% for Applicable Cash Transactions, and (d) a 90th percentile premium of approximately 116.9% for All Applicable Transactions and 155.3% for Applicable Cash Transactions.

Based on this analysis, Rockefeller applied a reference range of illustrative premiums, using the 25th and 75th percentile premiums for All Applicable Transactions of approximately 13.9% to 56.6%, to the hypothetical undisturbed stock price per share on April 6, 2026 of $9.40 and calculated a range of implied equity values per share of $10.70 to $14.72.

Selected Public Company Analysis

Aerospace Segment

Rockefeller reviewed certain financial information of AstroNova’s Aerospace Segment and compared it to corresponding financial information of certain publicly traded companies that Rockefeller selected based on its experience and professional judgment and its familiarity with the aerospace industry (the “Selected Aerospace Companies”). Although none of the Selected Aerospace Companies is directly comparable to the Aerospace Segment, the companies listed below were chosen by Rockefeller because, among other reasons, they are publicly traded companies with certain operational, business and/or financial characteristics that, for purposes of Rockefeller’s analysis, may be considered similar to those of the Aerospace Segment. The Selected Aerospace Companies were as follows:

•

Astronics Corporation

•

Ducommun Incorporated

•

Hexcel Corporation

•

Innovative Solutions and Support, Inc.

However, because none of the Selected Aerospace Companies is exactly the same as the Aerospace Segment, Rockefeller believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Rockefeller also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of the Aerospace Segment and the Selected Aerospace Companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of June 8, 2026, Rockefeller calculated, for each Selected Aerospace Company, such company’s enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units, performance stock units and other convertible securities) plus the book value of debt and certain liabilities less cash and cash equivalents) (“EV”), as a multiple of Wall Street research analyst consensus estimated adjusted EBITDA for such company for the calendar year 2027 ( “CY2027E EV/Adj. EBITDA Multiple”). The CY2027E EV/Adj. EBITDA Multiple for the Selected Aerospace Companies were as follows:


Selected Companies	CY2027E EV/Adj. EBITDA Multiple
Astronics Corporation		17.2x
Ducommun Incorporated		15.3x
Hexcel Corporation		16.5x
Innovative Solutions and Support, Inc.		12.1x

Mean		15.3x
Median		15.9x

Based on its analysis and other considerations that Rockefeller deemed relevant in its experience and professional judgment, Rockefeller selected a reference range of CY2027E EV/Adj. EBITDA Multiples for the Aerospace Segment of 12.0x to 14.0x. In selecting this range of CY2027E EV/Adj. EBITDA Multiples, Rockefeller made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics of the Aerospace Segment and the Selected Aerospace Companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis. Rockefeller then applied such reference range to the adjusted EBITDA of the Aerospace Segment for the fiscal year 2027 as set forth in the Forecasts to derive an implied EV range for the Aerospace Segment. The foregoing analysis indicated an implied EV range for the Aerospace Segment of $176.9 million to $206.3 million.

Product Identification Segment

Rockefeller reviewed certain financial information of AstroNova’s Product Identification Segment and compared it to corresponding financial information of certain publicly traded companies that Rockefeller selected based on its experience and professional judgment and its familiarity with the product identification industry (the “Selected Product Identification Companies” in this sub-section). Although none of the Selected Product Identification Companies is directly comparable to the Product Identification Segment, the companies listed below were chosen by Rockefeller because, among other reasons, they are publicly traded companies with certain operational, business and/or financial characteristics that, for purposes of Rockefeller’s analysis, may be considered similar to those of the Product Identification Segment. The Selected Product Identification Companies were as follows:

•

Brother Industries, Ltd.

•

Canon Inc.

•

Heidelberger Druckmaschinen AG

•

Mimaki Engineering Co., Ltd.

•

Sato Corporation

•

Seiko Epson Corp.

However, because none of the Selected Product Identification Companies is exactly the same as the Product Identification Segment, Rockefeller believed that it was inappropriate to, and therefore did not, rely solely on the

quantitative results of the selected public company analysis. Accordingly, Rockefeller also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of the Product Identification Segment and the Selected Product Identification Companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of June 8, 2026, Rockefeller calculated, for each Selected Product Identification Company, such company’s EV, as a multiple of Wall Street research analyst consensus estimated EBITDA for such company for the calendar year 2027 ( “CY2027E EV/EBITDA Multiple”) (in the same manner as performed with respect to the Selected Aerospace Companies). The CY2027E EV/EBITDA Multiple for the Selected Product Identification Companies were as follows:


Selected Companies	CY2027E EV/EBITDA Multiple
Brother Industries, Ltd.		5.4x
Canon Inc.		6.3x
Heidelberger Druckmaschinen AG		5.5x
Mimaki Engineering Co., Ltd.		3.5x
Sato Corporation		3.6x
Seiko Epson Corp.		5.6x

Mean		5.0x
Median		5.5x

Based on its analysis and other considerations that Rockefeller deemed relevant in its experience and professional judgment, Rockefeller selected a reference range of CY2027E EV/EBITDA Multiples for the Product Identification Segment of 4.0x to 6.0x. In selecting this range of CY2027E EV/EBITDA Multiples, Rockefeller made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics of the Product Identification Segment and the Selected Product Identification Companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis. Rockefeller then applied such reference range to the adjusted EBITDA of the Product Identification Segment for the fiscal year 2027 as set forth in the Forecasts to derive an implied EV range for the Product Identification Segment. The foregoing analysis indicated an implied EV range for the Product Identification Segment of $36.8 million to $55.2 million.

Total Implied Value of AstroNova

To determine the equity value range per share of Common Stock based on the foregoing analyses, Rockefeller added the foregoing implied EV ranges for each of the Aerospace Segment and the Product Identification Segment to the range of net present values for the Corporate Expenses (such net present value range being calculated in the same manner as described with respect to Rockefeller’s discounted cash flow analysis below) to calculate an implied EV range for AstroNova as a whole. From those totals, Rockefeller then subtracted AstroNova’s total debt and added cash, in each case as set forth in the Forecasts for the first quarter of fiscal year 2027, to calculate an implied equity value range for AstroNova.

Rockefeller divided the result of the foregoing calculations by the estimated number of fully diluted outstanding shares of Common Stock, determined using the treasury stock method and taking into account the dilutive impact of outstanding in-the-money Stock Options, RSUs and PSUs, as of July 31, 2026, based on the Internal Data, resulting in an implied equity value range per share of Common Stock of approximately $14.93 to $21.92. Based on the Internal Data and as directed by AstroNova’s management, such estimated diluted outstanding shares of Common Stock reflected no outstanding RSAs or SSPAs. Rockefeller then compared this equity value range per share of Common Stock to the Merger Consideration per share of Common Stock of $29.00.

Selected Precedent Transactions Analysis

Aerospace Segment

Rockefeller reviewed and compared certain information relating to certain transactions that Rockefeller, based on its experience and professional judgment and its familiarity with the aerospace industry, deemed relevant to consider in relation to AstroNova’s Aerospace Segment and the Merger. These transactions (the “Selected Aerospace Transactions”) were selected because of, among other reasons, their participants, size or other factors and, for purposes of Rockefeller’s analysis, may be considered similar to the Aerospace Segment and the Merger. Rockefeller used its experience, expertise and knowledge of the aerospace industry to select transactions that involved companies with certain operational, business and/or financial characteristics that, for purposes of this analysis, may be considered similar to those of the Aerospace Segment.

However, because none of the Selected Aerospace Transactions used in this analysis is identical or directly comparable to the Aerospace Segment or the Merger, Rockefeller believed that it was inappropriate to rely solely on the quantitative results of the selected transaction analysis. Accordingly, Rockefeller also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of the Aerospace Segment and each target company, as well as the Merger and the Selected Aerospace Transactions, that could affect the enterprise values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of June 8, 2026, Rockefeller calculated, for each Selected Aerospace Transaction, the enterprise value (calculated as the offer value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units, performance stock units and other convertible securities), plus the book value of debt and certain liabilities less cash and cash equivalents implied for each target company based on the consideration payable in the applicable Selected Aerospace Transaction) as a multiple of the target company’s EBITDA (“EV/EBITDA Multiple”).

The Selected Aerospace Transactions considered in this analysis are summarized below:


Month / Year	Target	Acquirer	EV/EBITDA Multiple⁽¹⁾
July 2025	Servotronics, Inc.	TransDigm Group Inc.	29.5x
June 2025	Baker Hughes Company	Crane Company	17.7x
February 2025	TRIUMPH Group, Inc.	Berkshire Partners; Warburg Pincus	13.7x
July 2024	Applied Avionics, Inc.	Loar Holdings Inc.	18.3x
June 2024	Heroux-Dévtek Inc.	Platinum Equity	14.7x
January 2024	Kaman Corporation	Arcline	17.1x
January 2024	Vian Enterprises, Inc.	Crane Company	12.9x
August 2023	Wencor Group	HEICO Corporation	13.4x
June 2023	MB Aerospace	Barnes Group Inc.	11.4x
June 2023	CIRCOR International, Inc.	KKR	11.6x
August 2021	Meggitt PLC	Parker-Hannifin Corporation	16.3x⁾
February 2021	Cobham Mission Systems	Eaton Corporation plc	14.0x
November 2020	Cobham Aero Connectivity	TransDigm Group Inc.	12.0x
October 2018	Esterline Technologies Corporation	TransDigm Group Inc.	13.0x
March 2015	Sargent Aerospace & Defense	RBC Bearings Incorporated	13.3x

Median			13.7x

(1)	EBITDA (or Adjusted EBITDA) for the LTM or last full fiscal or calendar year prior to the transaction (or the expected figure for the full fiscal or calendar year of the transaction) was utilized.

Segment of 13.0x to 18.0x. In selecting this range of EV/EBITDA Multiples, Rockefeller made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics of the Aerospace Segment and the target companies included in the Selected Aerospace Transactions and other factors that could affect each transaction or other values in order to provide a context in which to consider the results of the quantitative analysis.

Rockefeller then applied this range of EV/EBITDA Multiples to the adjusted EBITDA of the Aerospace Segment for the fiscal year 2027 as set forth in the Forecasts to derive an implied EV range for the Aerospace Segment. The foregoing analysis indicated an implied EV range for the Aerospace Segment of $191.6 million to $265.3 million.

Product Identification Segment

Rockefeller reviewed and compared certain information relating to certain transactions that Rockefeller, based on its experience and professional judgment and its familiarity with the product identification industry, deemed relevant to consider in relation to AstroNova’s Product Identification Segment and the Merger. These transactions (the “Selected Product Identification Transactions”) were selected because of, among other reasons, their participants, size or other factors and, for purposes of Rockefeller’s analysis, may be considered similar to the Product Identification Segment and the Merger. Rockefeller used its experience, expertise and knowledge of the product identification industry to select transactions that involved companies with certain operational, business and/or financial characteristics that, for purposes of this analysis, may be considered similar to those of the Product Identification Segment.

However, because none of the Selected Product Identification Transactions used in this analysis is identical or directly comparable to the Product Identification Segment or the Merger, Rockefeller believed that it was inappropriate to rely solely on the quantitative results of the selected transaction analysis. Accordingly, Rockefeller also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of the Product Identification Segment and each target company, as well as the Merger and the Selected Product Identification Transactions, that could affect the enterprise values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of June 8, 2026, Rockefeller calculated, for each Selected Product Identification Transaction, the noted EV/EBITDA Multiple (in the same manner as performed with respect to the Aerospace Segment).

The Selected Product Identification Transactions considered in this analysis are summarized below:


Month / Year	Target	Acquirer	EV/EBITDA Multiple⁽¹⁾
December 2024	Lexmark International, Inc.	Xerox Holdings Corporation	4.7x
July 2016	Lexmark International, Inc.	Apex Technology; PAG Asia Capital	7.5x
April 2016	Checkpoint Systems, Inc.	CCL Industries Inc.	6.7x
April 2014	Motorola Enterprise	Zebra Technologies Corporation	10.9x
December 2012	Intermec, Inc.	Honeywell International Inc.	10.0x

Median			7.5x

(1)	Adjusted EBITDA for the LTM or last full fiscal or calendar year prior to the transaction (or the expected figure for the full fiscal or calendar year of the transaction) was utilized.

Based on its analysis and other considerations that Rockefeller deemed relevant in its experience and professional judgment, Rockefeller selected a reference range of EV/EBITDA Multiples for the Product Identification Segment of 4.5x to 7.5x. In selecting this range of EV/EBITDA Multiples, Rockefeller made

qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics of the Product Identification Segment and the target companies included in the Selected Product Identification Transactions and other factors that could affect each transaction or other values in order to provide a context in which to consider the results of the quantitative analysis.

Rockefeller then applied this range of EV/EBITDA Multiples to the adjusted EBITDA of the Product Identification Segment for the fiscal year 2027 as set forth in the Forecasts to derive an implied EV range for the Product Identification Segment. The foregoing analysis indicated an implied EV range for the Product Identification Segment of $41.4 million to $69.0 million.

Total Implied Value of AstroNova

Rockefeller divided the result of the foregoing calculations by the estimated number of fully diluted outstanding shares of Common Stock, determined using the treasury stock method and taking into account the dilutive impact of outstanding in-the-money Stock Options, RSUs and PSUs, as of July 31, 2026, based on the Internal Data, resulting in an implied equity value range per share of Common Stock of approximately $17.26 to $30.55. Rockefeller then compared this equity value range per share of Common Stock to the Merger Consideration per share of Common Stock of $29.00.

Discounted Cash Flow Analysis

Rockefeller performed a sum-of-the-parts discounted cash flow analysis of AstroNova in which Rockefeller (i) separately performed discounted cash flow analyses for each Segment and (ii) subsequently derived a range of implied equity value per share of Common Stock.

Rockefeller performed each such analysis based on the Forecasts and the calculations of after-tax unlevered free cash flows with respect to each Segment set forth in the section entitled “The Merger — Projected Financial Information” beginning on page 38 of this proxy statement. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. With respect to each Segment, the after-tax unlevered free cash flows and ranges of terminal values were discounted to present value using ranges of discount rates that reflect Rockefeller’s analysis of the weighted average cost of capital with respect to such Segment using the capital asset pricing model and based on considerations that Rockefeller deemed relevant in its experience and professional judgment, taking into account certain metrics including, with respect to the Aerospace Segment, unlevered betas for comparable group companies and, in each case, using a mid-year convention. Rockefeller calculated ranges of terminal values for each Segment at the end of the forecast period by applying terminal growth rates as indicated below to the

after-tax unlevered free cash flows during the terminal year based on the Forecasts. The methodologies, assumptions and considerations utilized by Rockefeller with respect to each Segment are noted below:


Segment		Methodology
Aerospace Segment		For the Aerospace Segment, Rockefeller calculated the EV range by discounting to present value as of September 30, 2026 using discount rates ranging from 11.1% to 13.1%: (i) the forecasted after-tax unlevered free cash flows of the Aerospace Segment over the period beginning on September 30, 2026 and ending on January 31, 2031 based on the Forecasts and (ii) an implied terminal value of the Aerospace Segment, calculated by Rockefeller by assuming, based on Rockefeller’s professional judgment and experience, that unlevered free cash flows would grow in perpetuity after January 31, 2031 at a free cash flow growth of 2.5% to 3.5% year over year. The foregoing analysis indicated an implied EV range for the Aerospace Segment of $152 million to $205 million.

Product Identification Segment		For the Product Identification Segment, Rockefeller calculated the EV range by discounting to present value as of September 30, 2026 using discount rates ranging from 16.0% to 18.0%: (i) the forecasted after-tax unlevered free cash flows of the Product Identification Segment over the period beginning on September 30, 2026 and ending on January 31, 2031 based on the Forecasts and (ii) an implied terminal value of the Product Identification Segment, calculated by Rockefeller by assuming, based on Rockefeller’s professional judgment and experience, that unlevered free cash flows would grow in perpetuity after January 31, 2031 at a free cash flow growth of 1.0% to 3.0% year over year. The foregoing analysis indicated an implied EV range for the Product Identification Segment of $74 million to $92 million.

Corporate Expenses		Rockefeller calculated the net present value range of Corporate Expenses by discounting to present value as of September 30, 2026 using discount rates ranging from 12.7% to 14.7%: (i) the forecasted after-tax unlevered free cash flows of the Corporate Expenses over the period beginning on September 30, 2026 and ending on January 31, 2031 based on the Forecasts and (ii) an implied terminal value of the Corporate Expenses, calculated by Rockefeller by assuming, based on Rockefeller’s professional judgment and experience, that unlevered free cash flows would grow in perpetuity after January 31, 2031 at a free cash flow growth of 0.0% to 1.0% year over year. The foregoing analysis indicated an implied net present value range Corporate Expenses of negative $59 million to negative $49 million.

In performing this analysis, Rockefeller added the foregoing implied EV ranges for the Aerospace Segment and the Product Identification Segment and the net present value range for the Corporate Expenses to calculate an implied EV range for AstroNova as a whole. From those totals, Rockefeller then subtracted AstroNova’s total debt and added cash, in each case as set forth in the Forecasts for the first quarter of fiscal year 2027, to calculate an implied equity value range for AstroNova. Rockefeller then divided the result of the foregoing calculations by the estimated number of fully diluted outstanding shares of Common Stock, determined using the treasury stock method and taking into account the dilutive impact of outstanding in-the-money Stock Options, RSUs and PSUs, as of July 31, 2026, based on the Internal Data, resulting in an implied equity value range per share of Common Stock of approximately $16.34 to $26.19. Rockefeller then compared this equity value range per share of Common Stock to the Merger Consideration per share of Common Stock of $29.00.

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Rockefeller did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Rockefeller made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Rockefeller’s financial analyses and opinion were only one of many factors taken into consideration by the Board in its evaluation of the Merger and the other transactions contemplated by the Merger Agreement. Consequently, the analyses described above should not be viewed as determinative of the views of the Board or management of AstroNova with respect to the Merger Consideration or as to whether the Board would have been willing to determine that a different consideration was fair. The Merger Consideration was determined through arm’s-length negotiations between AstroNova and Parent and was approved by the Board. Rockefeller provided advice to AstroNova during these negotiations. Rockefeller did not, however recommend any specific amount of consideration to AstroNova or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

During the two year period prior to the date of Rockefeller’s written opinion, neither Rockefeller Financial LLC nor any controlled affiliate of Rockefeller Capital Management, L.P. has had any investment banking, capital markets or lending engagements with AstroNova, Parent, Merger Sub or Arcline, for which fees have been paid or are payable by AstroNova, Parent, Merger Sub or Arcline. Rockefeller and its affiliates may provide financial or other services to AstroNova, Parent, Merger Sub or Arcline or their respective affiliates in the future, and, in connection with any such services, Rockefeller may receive compensation.

Rockefeller and its affiliates and related entities engage in a wide range of financial services activities for their own accounts and the accounts of customers, including, without limitation, asset, wealth and investment management, strategic advisory services and family office services. In the ordinary course of these activities, Rockefeller and its affiliates and related entities may (i) provide such financial services to AstroNova, Parent, Merger Sub or Arcline and their respective directors, officers, employees, affiliates, subsidiaries, investment funds and portfolio companies (collectively, the “Interested Parties”), for which services Rockefeller and its affiliates and related entities have received, and may receive, compensation, and (ii) directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to certain debt or equity securities, bank debt and derivative products of or relating to any Interested Party. Furthermore, Rockefeller and its affiliates and related entities and its and their respective managers, partners, members, directors, officers and employees may have investments in the Interested Parties.

The Board selected Rockefeller as AstroNova’s exclusive financial advisor with respect to the Merger and the other transactions contemplated by the Merger Agreement based on Rockefeller’s familiarity with the industries in which the Company operates and Rockefeller’s experience in providing M&A advisory services generally.

In connection with Rockefeller’s services as financial advisor to AstroNova, AstroNova has agreed to pay Rockefeller an aggregate fee of approximately $4.2 million, $1.0 million of which was payable upon the delivery of its opinion, regardless of the conclusion reached therein, and the remainder of which is payable contingent upon consummation of the Merger. In addition, AstroNova has agreed to reimburse certain of Rockefeller’s expenses arising, and indemnify Rockefeller against certain liabilities that may arise, out of its engagement.

Projected Financial Information

The Company does not as a matter of course make public forecasts or projections as to future performance or earnings covering extended periods. However, the Company has presented below for your information the

forward-looking financial information that was generated for internal use and was available to Rockefeller to aid in the preparation of its fairness opinion and to the Board to aid its evaluation of the Merger. This forward-looking information was also made available to Arcline and Company D, and, in part, to Company B, Company C, Company E, and Company F.

In the fourth quarter of fiscal year 2026, the Company’s senior management prepared and presented to the Board management’s long-range plan for fiscal years 2027, 2028 and 2029. In accordance with the Company’s historic practices, the Company’s management prepared and presented updates to the long-range plan at the Board’s subsequent quarterly meetings to reflect the impact of ongoing developments in the Company’s business. On April 23, 2026, the Company’s senior management prepared and presented to the Board its updated long-range plan which included management’s projections as of that date for the Company’s consolidated revenue, Aerospace segment revenue, Product Identification segment revenue, gross profit, operating expenses, operating income, net income, adjusted EBITDA, Aerospace segment adjusted EBITDA, Product Identification segment adjusted EBITDA, unlevered free cash flow, Aerospace segment unlevered free cash flow and Product Identification segment unlevered free cash flow for fiscal years 2027, 2028 and 2029. In order to facilitate the discounted cash flow analyses performed by Rockefeller in connection with its June 16, 2026, fairness opinion, management provided to the Board and Rockefeller management’s projections that included the same metrics for fiscal years 2030 and 2031. The fiscal year 2030 and 2031 projections were prepared on the same basis as the projections for fiscal years 2027 through 2029 and reflected management’s long-range plan for the Company’s future performance.


	Long-Range Plan (in millions)
	Fiscal year ended January 31,
	2027E			2028E			2029E			2030E			2031E
Revenue	$	161.1		$	175.3		$	187.6		$	195.8		$	203.1
Aerospace segment revenue	$	48.4		$	52.6		$	57.5		$	61.3		$	64.8
Product Identification segment revenue	$	112.7		$	122.7		$	130.2		$	134.5		$	138.3
Gross profit	$	57.1		$	62.8		$	74.1		$	77.8		$	81.1
Operating expenses	$	49.0		$	50.3		$	49.6		$	51.1		$	52.5
Operating income	$	8.1		$	12.5		$	24.5		$	26.7		$	28.6
Net income	$	3.7		$	7.3		$	16.6		$	18.2		$	19.7
Adjusted EBITDA (1)	$	17.9		$	24.2		$	32.2		$	34.4		$	36.4
Aerospace segment adjusted EBITDA (1)	$	14.7		$	17.6		$	19.9		$	21.5		$	22.8
Product Identification segment adjusted EBITDA	$	9.2		$	12.9		$	18.7		$	19.6		$	20.4
Unlevered free cash flow (2)	$	17.2		$	19.3		$	31.8		$	30.8		$	33.2
Aerospace segment unlevered free cash flow (2)	$	15.9		$	17.4		$	19.1		$	21.0		$	22.5
Product Identification segment unlevered free cash flow (2)	$	7.5		$	8.2		$	19.2		$	16.5		$	17.5
Corporate Expense segment unlevered free cash flow (2)	$	(6.2	)	$	(6.3	)	$	(6.4	)	$	(6.6	)	$	(6.9	)

(1)	Estimated adjusted EBITDA is calculated as estimated net income excluding the estimated impact of interest expense, tax, depreciation and amortization, and adding back share-based compensation, restructuring and retention, and Product Identification segment restructuring expense as follows:


	Fiscal year ended January 31, (in millions)
	2027E		2028E		2029E		2030E		2031E
Net income	$	3.7	$	7.3	$	16.6	$	18.2	$	19.7
Interest expense	$	3.2	$	2.8	$	2.4	$	2.4	$	2.4
Tax	$	1.2	$	2.4	$	5.5	$	6.1	$	6.6
Depreciation and amortization	$	5.1	$	5.1	$	5.1	$	5.1	$	5.1
Share-based compensation	$	2.5	$	2.5	$	2.6	$	2.6	$	2.7
Restructuring and retention expense	$	1.7	$	—	$	—	$	—	$	—
Project Identification segment restructuring expense	$	0.6	$	4.0	$	0.1	$	—	$	—
Adjusted EBITDA	$	17.9	$	24.2	$	32.2	$	34.4	$	36.4


	Fiscal year ended January 31, (in millions)
	2027E		2028E		2029E		2030E		2031E
Aerospace segment net income	$	12.7	$	16.0	$	18.3	$	19.8	$	21.2
Interest expense	$	—	$	—	$	—	$	—	$	—
Tax	$	—	$	—	$	—	$	—	$	—
Depreciation and amortization	$	1.4	$	1.4	$	1.4	$	1.4	$	1.4
Share-based compensation	$	0.2	$	0.2	$	0.2	$	0.2	$	0.3
Restructuring and retention expense	$	0.4	$	—	$	—	$	—	$	—
Aerospace segment adjusted EBITDA	$	14.7	$	17.6	$	19.9	$	21.5	$	22.8


	Fiscal year ended January 31, (in millions)
	2027E		2028E		2029E		2030E		2031E
Product Identification segment net income	$	3.5	$	4.7	$	14.5	$	15.5	$	16.3
Interest expense	$	—	$	—	$	—	$	—	$	—
Tax	$	—	$	—	$	—	$	—	$	—
Depreciation and amortization	$	3.7	$	3.7	$	3.7	$	3.7	$	3.7
Share-based compensation	$	0.4	$	0.4	$	0.4	$	0.4	$	0.4
Restructuring and retention expense	$	1.1	$	—	$	—	$	—	$	—
Project Identification segment restructuring expense	$	0.6	$	4.0	$	0.1	$	—	$	—
Product Identification segment adjusted EBITDA	$	9.2	$	12.9	$	18.7	$	19.6	$	20.4

(2)

Estimated unlevered free cash flow is calculated as estimated operating income plus estimated depreciation and amortization, plus estimated share-based compensation, plus any estimated decrease or minus any estimated increase in net working capital, minus estimated capital expenditures as follows:


	Fiscal year ended January 31, (in millions)
	2027E		2028E		2029E		2030E			2031E
Operating income	$	8.1	$	12.5	$	24.5	$	26.7		$	28.6
Depreciation and amortization	$	5.1	$	5.1	$	5.1	$	5.1		$	5.1
Share-based compensation	$	2.5	$	2.5	$	2.6	$	2.6		$	2.7
Change in net working capital	$	3.5	$	—	$	0.5	$	(1.8	)	$	(1.4	)
Capital expenditures	$	2.0	$	0.8	$	0.8	$	1.8		$	1.8
Unlevered free cash flow	$	17.2	$	19.3	$	31.8	$	30.8		$	33.2


	Fiscal year ended January 31, (in millions)
	2027E		2028E		2029E			2030E			2031E
Aerospace segment operating income	$	12.7	$	16.0	$	18.3		$	19.8		$	21.2
Depreciation and amortization	$	1.4	$	1.4	$	1.4		$	1.4		$	1.4
Share-based compensation	$	0.2	$	0.2	$	0.2		$	0.2		$	0.3
Change in net working capital	$	2.1	$	—	$	(0.6	)	$	(0.2	)	$	(0.1	)
Capital expenditures	$	0.5	$	0.2	$	0.2		$	0.2		$	0.2
Aerospace segment unlevered free cash flow	$	15.9	$	17.4	$	19.1		$	21.0		$	22.5


	Fiscal year ended January 31, (in millions)
	2027E		2028E		2029E		2030E			2031E
Product Identification segment operating income	$	3.5	$	4.7	$	14.5	$	15.5		$	16.3
Depreciation and amortization	$	3.7	$	3.7	$	3.7	$	3.7		$	3.7
Share-based compensation	$	0.4	$	0.4	$	0.4	$	0.4		$	0.4
Change in net working capital	$	1.4	$	—	$	1.1	$	(1.6	)	$	(1.3	)
Capital expenditures	$	1.5	$	0.6	$	0.6	$	1.6		$	1.6
Product Identification segment unlevered free cash flow	$	7.5	$	8.2	$	19.2	$	16.5		$	17.5


	Fiscal year ended January 31, (in millions)
	2027E			2028E			2029E			2030E			2031E
Corporate Expense segment operating loss	$	(8.0	)	$	(8.2	)	$	(8.3	)	$	(8.6	)	$	(8.8	)
Depreciation and amortization	$	—		$	—		$	—		$	—		$	—
Share-based compensation	$	1.8		$	1.9		$	1.9		$	2.0		$	1.9
Change in net working capital	$	—		$	—		$	—		$	—		$	—
Capital expenditures	$	—		$	—		$	—		$	—		$	—
Corporate Expense segment unlevered free cash flow	$	(6.2	)	$	(6.3	)	$	(6.4	)	$	(6.6	)	$	(6.9	)

These projections are presented to assist the reader in understanding the information that was considered by the Board in evaluating the Merger and by Rockefeller in preparing its fairness opinion. The Company’s future financial results may materially differ from those expressed in the forward-looking information presented above, due to factors that are beyond the Company’s ability to control or predict and numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under the heading “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement and in the Company’s public filings with the SEC. The projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC. The Company cannot assure you that any of these projections will be realized or that the Company’s future financial results will not materially vary from the projections. The projections do not take into account any circumstances or events occurring after the date they were prepared and have not been updated since their respective dates of preparation. The forward-looking information does not give effect to any changes or expenses as a result of the Merger or any other effects of the Merger. These projections should not be utilized as public guidance and will not be provided in the ordinary course of the Company’s business in the future.

Furthermore:

•

while presented with numerical specificity, the projections necessarily are estimates that are based on numerous assumptions, many of which are beyond the Company’s control, including with respect to industry performance, general business, economic, regulatory, market and financial conditions, as well as matters specific to the Company’s business, which assumptions may not prove to have been, or may no longer be, accurate;

•

the projections were prepared in the context of the business, economic, regulatory, market and financial conditions that existed at the time of their preparation, and have not been updated to reflect revised prospects for the Company’s business, changes in general business, economic, regulatory, market and financial conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time they were prepared; and

•

the five-year projections cover multiple years, and such estimates become inherently less reliable as they extend further into the future.

The projections were not prepared with a view toward public disclosure or compliance with published guidelines of the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. generally accepted accounting principles. The Company’s independent registered public accounting firm has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the foregoing projections and, accordingly, does not express an opinion or any other form of assurance with respect thereto. The inclusion of this forward-looking information should not be regarded as an indication that the Board, Rockefeller, Seabrook, Arcline or any other recipient of this information considered, or now considers, the forecasts and projections included therein to be a reliable prediction of future results, nor is it included because the Company or they believe it should influence your decision whether to vote in favor of the Merger Proposal. No person has made or makes any representation or warranty to any shareholder regarding the information included in the projections.

The projections are forward-looking statements. These and other forward-looking statements in this proxy statement or otherwise issued by the Company are expressly qualified in their entirety by the risks and uncertainties detailed under the heading “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement and in the Company’s public filings with the SEC.

Certain of the measures included in the projections may be considered non-GAAP financial measures, including Adjusted EBITDA. Adjusted EBITDA means earnings, adjusted for certain non-continuing or recurring items, before interest, taxes, depreciation and amortization. Non-GAAP financial measures have limitations as analytical tools, which may include the omission of certain material costs, such as depreciation, amortization and interest, necessary to operate the Company’s business, and should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by Rockefeller for purposes of its financial analysis and opinion or by the Board in connection with its consideration and evaluation of the Merger. Further, the Company did not provide Arcline or any other potential counterparty with a reconciliation of the non-GAAP financial measures included in the projections to the relevant GAAP financial measures.

For the foregoing and other reasons, readers of this proxy statement are cautioned that the inclusion in this proxy statement of the forward-looking information described above should not be regarded as a representation that the projections will be achieved and that readers should not place undue reliance on the projections.

Delisting and Deregistration

Following the Effective Time, shares of Common Stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act. As a result, AstroNova will no longer be required to file periodic reports and other documents with the SEC. AstroNova expects that delisting and deregistration of its Common Stock will be completed within approximately 10 days following the closing of the Merger.

Interests of Directors and Executive Officers in the Merger

In considering the recommendation of the Board of Directors, shareholders should be aware that certain of AstroNova’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of AstroNova shareholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in recommending the Merger to shareholders.

Consideration for Outstanding Shares

In connection with the consummation of the Merger, AstroNova’s directors and executive officers will receive the same Merger Consideration on the same terms and conditions as other AstroNova shareholders. The following table sets forth, as of July 29, 2026, the cash consideration that each of the Company’s directors, executive officers, and their respective affiliates would be entitled to receive in respect of outstanding shares of Common Stock beneficially owned by him, her or it (excluding shares underlying Stock Options, RSUs, PSUs,

RSAs and SSPAs, which are reflected in the table below under “The Merger Agreement—Treatment of Equity Awards” beginning on page 51).


Name	Number of Shares Held (#) *			Merger Consideration Payable in Respect of Shares ($)
Executive Officers
Darius G. Nevin		4,313		$	125,077
Jorik E. Ittmann		2,581		$	74,849
Tom W. Carll		33,952		$	984,608
Thomas D. DeByle		6,170		$	178,930
Padraig Finn		1,685		$	48,865
Michael J. Natalizia		47,632		$	1,381,328
Non-Employee Directors
Shawn W. Kravetz		9,464		$	274,456
Alexis P. Michas		564,522	(1)	$	16,371,138
Mitchell I. Quain		125,611	(2)	$	3,642,719
Yvonne E. Schlaeppi		51,921		$	1,505,709
Richard S. Warzala		75,711		$	2,195,619

*	Fractional shares rounded to the nearest whole number.

(1)	Includes 535,203 shares held by a fund affiliated with Juniper. Mr. Michas disclaims beneficial ownership of holdings of Juniper Fund except to the extent of his pecuniary interest therein.

(2)	Includes 16,701 shares held in a trust of which Mr. Quain is a trustee.

Treatment of Equity Awards

As of June 15, 2026, there were outstanding under the Company Stock Plans (i) Company Stock Options covering 201,874 shares of Common Stock, (ii) RSUs covering 444,225 shares of Common Stock, (iii) Company SSPAs covering 278,933 shares of Common Stock, and (iv) no RSAs. At the Effective Time, each outstanding Stock Option, RSU, PSU, RSA, and SSPA, whether or not vested, will be treated as described under “The Merger Agreement — Treatment of Equity Awards”, and the cash amounts payable in respect of such awards held by the Company’s directors and executive officers are described below.


Name	Stock Options (#) (1)		RSUs and PSUs (#) (2)		SSPAs ($) (3)		Consideration Payable in Respect of Equity Awards
Executive Officers
Darius G. Nevin		30,000		—		—	$	537,000
Jorik E. Ittmann		—		149,242		—	$	4,328,018
Tom W. Carll		17,500		51,551		—	$	1,683,104
Thomas D. DeByle		—		116,342		—	$	3,373,918
Padraig Finn		—		51,552		—	$	1,495,008
Michael J. Natalizia		17,500		29,722		—	$	1,050,063
Non-Employee Directors
Shawn W. Kravetz		—		—		—		—
Alexis P. Michas		—		—		—		—
Mitchell I. Quain		10,000		—		—	$	129,250
Yvonne E. Schlaeppi		10,000		—		—	$	119,000
Richard S. Warzala		10,000		—		—	$	126,500

(1)

Stock Options held by Mr. Nevin have an exercise price of $11.10 per share; Stock Options held by Messrs. Carll and Natalizia have an exercise price of $18.25 per share; Stock Options held by Mr. Quain have a weighted-average exercise price of $16.08 per share; Stock Options held by Mr. Warzala have a

weighted-average exercise price of $16.35 per share; and Stock Options held by Ms. Schlaeppi have a weighted-average exercise price of $17.10 per share.

(2)	Amounts reported for Messrs. Carll and Natalizia include 47 shares and 56 shares, respectively, underlying PSUs that were previously earned and are subject to time-based vesting. All other amounts consist solely of RSUs.

(3)

In connection with the granting of certain transaction-based bonuses described below, each of the executive officers is required to waive amounts that would otherwise be payable to them under the SSPAs in connection with the consummation of the Merger. Estimated amounts payable to the Company’s executive officers SSPAs are:

Jorik E. Ittmann: $24,000

Tom W. Carll: $8,400

Thomas D. DeByle: $28,333

Padraig Finn: $8,400

Michael J. Natalizia: $8,400

Transaction-based Bonuses and Senior Executive Short-Term Incentive Program Payments. In connection with the Merger, the Company may pay transaction bonuses to certain of its executive officers and employees in an aggregate amount of up to $3.0 million, payable at the Effective Time. The following table provides the anticipated amount of transaction bonuses and amounts payable under the Company’s Senior Executive Short-Term Incentive Program (“STIP”) allocated by the Human Capital and Compensation Committee of the Board of Directors to each of the Company’s executive officers.


Name	Transaction Bonus		STIP Payment		Total
Darius G. Nevin	$	250,000		—	$	250,000
Jorik E. Ittmann	$	1,750,000	$	147,000	$	1,897,000
Tom W. Carll	$	250,000		—	$	250,000
Thomas D. DeByle	$	250,000	$	173,542	$	423,542
Padraig Finn	$	250,000		—	$	250,000
Michael J. Natalizia	$	11,000		—	$	11,000

Indemnification and Insurance

The Merger Agreement provides that the surviving corporation will indemnify and hold harmless all current and former directors and executive officers of AstroNova to the fullest extent permitted by applicable law for acts and omissions occurring prior to the Effective Time. In addition, the surviving corporation will maintain directors’ and officers’ liability tail insurance coverage for a period of six (6) years following the closing of the Merger on terms not less favorable than those in effect immediately prior to closing; provided that the surviving corporation will not be required to pay an annual premium in excess of 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement (the “Maximum Premium”). If such coverage cannot be obtained for the Maximum Premium, the surviving corporation will obtain the greatest coverage available for a cost not exceeding the Maximum Premium.

Named Executive Officers

The Named Executive Officers of AstroNova for fiscal year 2026 are: Darius G. Nevin (former Interim Chief Executive Officer and current Executive Chairman); Jorik E. Ittmann (President and Chief Executive Officer); Thomas D. DeByle (Chief Financial Officer); Thomas W. Carll (Senior Vice President, Aerospace); and Gregory A. Woods (former Chief Executive Officer). Additional information regarding amounts payable to the Named Executive Officers in connection with the Merger may be found in the Section entitled “Proposal No. 2 — Advisory (non-binding) Vote on Merger-related Executive Compensation”.

Litigation Relating to the Merger

On July 22, 2026 and July 27, 2026, purported shareholders of the Company sent demand letters alleging that the preliminary proxy statement filed by AstroNova in connection with the merger omits certain allegedly material information and requesting that AstroNova make additional disclosures. One of the demand letters received on July 27, 2026 included a draft complaint that the purported shareholder’s counsel stated it intended to file if the Company does not promptly issue corrective disclosures before the anticipated shareholder vote.

On July 23, 2026, a purported shareholder of AstroNova filed a complaint captioned Taylor v. AstroNova, Inc., et al., Case No. 1:26-cv-08791, in the United States District Court for the Northern District of Illinois against the Company and the members of the Board. The complaint alleges, among other things, that the preliminary proxy statement filed by the Company on July 16, 2026 is materially incomplete and misleading in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder because it allegedly omits or inadequately discloses certain information.

The complaint seeks, among other relief, to enjoin the shareholder vote or consummation of the merger unless and until AstroNova makes certain additional disclosures, rescission or rescissory damages if the merger is consummated, damages and an accounting, attorneys’ and expert fees and expenses, and other relief.

The Company believes that the allegations in the complaint and the demand letters are without merit and that no additional disclosures are required under applicable law. The Company denies all allegations that either the preliminary proxy statement or this proxy statement is materially incomplete or misleading and intends to defend and contest the complaint and the demand letters vigorously.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER.

PROPOSAL NO. 2 — ADVISORY (NON-BINDING) VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION

As required by SEC Rule 14a-21(c), the Company’s shareholders are being asked to approve, on an advisory (non-binding) basis, compensation that will or may become payable to AstroNova’s Named Executive Officers in connection with the Merger. The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation that may be paid or become payable to the Company’s Named Executive Officers that is based on or otherwise relates to the Merger, assuming the Merger is consummated on the latest practicable date prior to the filing of this Proxy Statement, July 29, 2026.

The approval of this proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon which are cast, by attendance (including virtually) or represented by proxy, assuming a quorum is present. Accordingly, a failure to vote or a broker non-vote, if any, will not have any effect on this proposal, except to the extent that it results in there being insufficient shares present in person (including virtually) or represented by proxy at the Special Meeting to establish a quorum.

The Company believes that the information regarding compensation that may be paid or become payable to its Named Executive Officers that is based on or otherwise relates to the Merger is reasonable and structured to ensure the retention of talented executive officers and a strong alignment with the long-term interests of the Company’s shareholders. This vote is not intended to address any specific item of compensation, but rather the overall compensation that has, will or may be paid or become payable to the Company’s Named Executive Officers that is based on or otherwise relates to the Merger. In addition, this vote is separate and independent from the vote to approve the completion of the Merger. The Company asks that AstroNova shareholders vote “FOR” the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in this Proposal No. 2, including the tables, associated footnotes and narrative discussion, is hereby APPROVED on a non-binding, advisory basis.”

This vote is advisory, and, therefore, it will not be binding on the Company, nor will it overrule any prior decision or require the Board of Directors (or any committee thereof) to take any action. Because the Merger-related executive compensation that may be paid or become payable to the Company’s Named Executive Officers that is based on or otherwise relates to the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements with the named executive officers, such compensation may be paid or become payable, regardless of the outcome of this advisory vote, if the Merger Proposal is approved (subject only to the contractual conditions applicable thereto).

The amounts indicated below are estimates based on the material assumptions described in the assumptions and notes to the table below, which may or may not actually occur. Some of these assumptions are based on information currently available and, as a result, the actual amounts, if any, that may become payable to a Named Executive Officer may differ in material respects from the amounts set forth below. All of the amounts reflected in the table below are “single-trigger” benefits, meaning that they arise solely as a result of the completion of the Merger. Furthermore, for purposes of calculating such amounts, the Company has assumed:

•

the named executive officers’ outstanding Stock Options, RSUs, PSUs and SSPAs are those that are outstanding as of July 29, 2026; and

•

a price per share of Common Stock equal to the Merger Consideration of $29.00.

Golden Parachute Compensation


Named Executive Officer	Cash (1)		Equity (2)		Total
Jorik E. Ittmann President and Chief Executive Officer	$	1,897,000	$	4,328,018	$	6,225,018
Darius G. Nevin Executive Chairman of the Board of Directors, former Interim Chief Executive Officer	$	250,000	$	537,000	$	787,000
Thomas D. DeByle Vice President, Chief Financial Officer and Treasurer	$	423,542	$	3,373,918	$	3,797,460
Thomas W. Carll Senior Vice President and General Manager – Aerospace	$	250,000	$	1,683,104	$	1,933,104
Gregory A. Woods (3) Former President and Chief Executive Officer		—		—		—

1)	The amounts reflected in this column include anticipated transaction-related bonuses, as follows:


Mr. Ittmann	$	1,750,000
Mr. Nevin	$	250,000
Mr. DeByle	$	250,000
Mr. Carll	$	250,000
Mr. Woods		—

In addition, in connection with the closing of the Merger, Messrs. Ittmann and DeByle will receive prorated payments under the Company’s Senior Executive Short-Term Incentive Plan in the estimated amounts of $147,000 and $173,542, respectively.

2)	The amounts reflected in this column consist of the acceleration and payout of equity awards upon the consummation of the Merger, consistent with the treatment described in the section entitled “The Merger Agreement — Treatment of Equity Awards”:


	Stock Options		RSUs		PSUs		SSPAs (a)
Mr. Ittmann		—	$	4,328,018		—		—
Mr. Nevin	$	537,000		—		—		—
Mr. DeByle		—	$	3,373,918		—		—
Mr. Carll	$	188,125	$	1,493,616	$	1,363		—
Mr. Woods		—		—		—		—

As a condition to their receipt of the transaction-related bonuses described above, each of Messrs. Ittmann, DeByle and Carll is required to waive any amounts that would otherwise be payable under the SSPAs in connection with the consummation of the Merger. Estimated amounts payable to Messrs. Ittmann, DeByle and Carll under the SSPAs: Mr. Ittmann: $24,000; Mr. DeByle: $28,333; Mr. Carll: $8,400.

3)	Mr. Woods resigned from his positions as President and Chief Executive Officer of the Company and as a member of the Board on June 29, 2025.

The payments and benefits described above will not be reduced to avoid the application of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and none of the Named Executive Officers will be entitled to any gross-up, reimbursement or other payment in respect of any excise tax imposed under Section 4999 of the Code.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

PROPOSAL NO. 3 — VOTE ON POSSIBLE ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES

Shareholders are being asked to approve a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes to approve the Merger at the time of the meeting. If Company shareholders approve the proposal to adjourn the Special Meeting, the Company could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from shareholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the proposal to adjourn the Special Meeting could mean that, even if the Company had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, the Company could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present at the Special Meeting.

If the Special Meeting is adjourned, no notice of the adjourned meeting need be given if the time, date, and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, as permitted under the RIBCA.

Required Vote. Approval of this proposal requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon which are cast, by attendance (including virtually) or represented by proxy, assuming a quorum is present.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

THE MERGER AGREEMENT

The discussion of the terms of the Merger Agreement in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the entire Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The representations, warranties, covenants and agreements described below and included in the Merger Agreement were made only for purposes of the Merger Agreement and as of the specific dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to important qualifications, limitations and supplemental information agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among the Company, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent and Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have been changed and may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, Parent and Merger Sub because the parties may take certain actions that are either expressly permitted in the confidential disclosures to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A hereto, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company or its business. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding the Company and its business. Please see the attached section entitled “Where You Can Find More Information” beginning on page 67 of this Proxy Statement.

Structure of the Merger

The Merger is structured as a reverse triangular merger pursuant to the RIBCA. Pursuant to the Merger Agreement, Merger Sub will merge with and into AstroNova, with AstroNova continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent. The Merger will become effective upon the issuance of a certificate of merger by the Rhode Island Secretary of State following the filing of Articles of Merger with the Rhode Island Secretary of State (or such later time as specified in the Articles of Merger).

Closing

The closing of the Merger will take place as promptly as practicable after the satisfaction or waiver of all conditions to closing set forth in the Merger Agreement, but no earlier than the third business day after all such conditions have been satisfied or waived (other than conditions that by their nature are to be satisfied at the closing, which conditions will be satisfied at the closing), or at such other time as the parties may agree in writing.

Merger Consideration

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than cancelled shares) will be converted into the right to receive $29.00 in cash, without interest and less any applicable withholding taxes.

Cancelled shares consist of shares held in the treasury of AstroNova and shares owned directly or indirectly by Parent immediately prior to the Effective Time. Such cancelled shares will be automatically cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

Treatment of Equity Awards

At the Effective Time, each outstanding equity award of AstroNova will be treated as follows, in each case less applicable tax withholding:

Stock Options. Each outstanding stock option will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares subject to such option and (ii) the excess, if any, of the Merger Consideration over the per-share exercise price of such option. Any stock option with an exercise price equal to or greater than the Merger Consideration (an “underwater” option) will be cancelled for no consideration.

Restricted Stock Units (RSUs). Each outstanding RSU will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares subject to such RSU and (ii) the Merger Consideration.

Performance Stock Units (PSUs). Each outstanding PSU will be deemed earned based on actual performance as determined in accordance with the applicable award agreement and will then be cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares so earned and (ii) the Merger Consideration.

Restricted Stock Awards (RSAs). Each outstanding RSA will vest in full as of the Effective Time and will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares subject to such RSA and (ii) the Merger Consideration.

Stock-Settled Performance Awards (SSPAs). Each outstanding SSPA will be cancelled and converted into the right to receive a cash payment to be determined by the Human Capital and Compensation Committee in its reasonable discretion and shall reduce, on a dollar-for-dollar basis the amount available under the Transaction Bonus Pool.

All cash payments in respect of equity awards are subject to applicable tax withholding and will be paid as promptly as practicable following the Effective Time, but in no event later than the next regularly scheduled payroll date occurring at least ten days following the Effective Time (or such later date as required by applicable law).

Exchange and Payment Procedures

Prior to the Effective Time, Parent will designate a paying agent reasonably acceptable to the Company to act as the paying agent for the payment of the Merger Consideration. At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the paying agent an amount of cash sufficient to pay the aggregate Merger Consideration.

As soon as reasonably practicable after the Effective Time, the paying agent will mail to each holder of record of shares of Common Stock a letter of transmittal and instructions for surrendering such shares in exchange for the

Merger Consideration. Upon surrender of such shares together with a properly completed and validly executed letter of transmittal (and any other required documents), the holder will be entitled to receive the applicable Merger Consideration.

Any portion of the funds deposited with the paying agent that remains unclaimed by former holders of Common Stock on the date that is twelve (12) months after the Effective Time will be returned to the surviving corporation upon demand. Thereafter, any former shareholders who have not exchanged their shares may look only to the surviving corporation for payment of the Merger Consideration, subject to applicable abandoned property, escheat, or similar laws. No interest will accrue or be paid on the Merger Consideration.

Representations and Warranties

The Merger Agreement contains customary representations and warranties made by the Company to Parent and Merger Sub, subject in each case to the exceptions and qualifications set forth in the Merger Agreement and in the confidential disclosure letter delivered by the Company to Parent (the “Company Disclosure Letter”) and, in certain cases, to matters disclosed in the Company’s SEC filings made since February 1, 2023. These representations and warranties relate to, among other things: corporate organization, standing, power, and charter documents, and the Company’s subsidiaries; the Company’s capital structure; the Company’s corporate power and authority to enter into the Merger Agreement, the absence of conflicts with or violations of the Company’s organizational documents, applicable law, or material contracts, the governmental consents and approvals required in connection with the Merger, and the unanimous determination, approval, and recommendation of the Merger Agreement by the Board, together with the inapplicability of state anti-takeover statutes to the Merger; the Company’s SEC filings, the accuracy of its financial statements, compliance with the Sarbanes-Oxley Act and the applicable listing and corporate governance rules of Nasdaq, internal controls over financial reporting, the absence of undisclosed liabilities, and off-balance sheet arrangements; the absence of certain changes or events since the date of the Company’s most recent audited balance sheet, including that, except in connection with the Merger, the business of the Company and its subsidiaries has been conducted in the ordinary course of business in all material respects and that there has not been any Company Material Adverse Effect or any event, condition, change, or effect that would reasonably be expected to have a Company Material Adverse Effect; tax matters; intellectual property; compliance with laws and possession of required permits (including aviation authorizations issued or recognized by the FAA, EASA, and other applicable aviation authorities); litigation; brokers’ and finders’ fees (other than fees payable to the Company’s financial advisor, Rockefeller); employee benefit and ERISA matters; employment law matters; real property and personal property matters; environmental matters; material contracts; insurance; the accuracy and completeness of the information supplied by the Company for inclusion in this Proxy Statement; anti-corruption matters; trade compliance laws; government contracts; interested party transactions; and the Company’s receipt of the opinion of Rockefeller to the effect that, as of the date of the Merger Agreement and based upon and subject to the assumptions and qualifications set forth in the opinion, the Merger Consideration to be received by the holders of shares of Common Stock is fair, from a financial point of view, to such holders. The Company also makes customary disclaimers to the effect that, except for the representations and warranties expressly set forth in the Merger Agreement (as qualified by the Company Disclosure Letter), neither the Company nor any other person makes any other express or implied representation or warranty, including any representation or warranty with respect to any projections, forecasts, estimates, budgets, or other forward-looking information.

The Merger Agreement also contains customary representations and warranties made by Parent and Merger Sub to the Company, relating to, among other things: their corporate organization, standing, and good standing; their corporate power and authority to enter into the Merger Agreement, the absence of conflicts or required consents, the governmental consents and approvals required in connection with the Merger, and the requisite corporate approvals; the accuracy of the information supplied by Parent and Merger Sub for inclusion in this Proxy Statement; the due execution, validity, and enforceability of, and the Guarantors’ financial capacity to perform their obligations under, the limited guarantee delivered by investment funds affiliated with Arcline in favor of the Company; the absence of legal proceedings or governmental orders that would reasonably be expected to impair

the ability of Parent or Merger Sub to consummate the Merger; the absence of any ownership of Common Stock by Parent or its affiliates or associates during the five-year period prior to the date of the Merger Agreement; brokers’ fees; the absence of any required vote or consent of Parent’s stockholders (other than the adoption of the Merger Agreement by Parent as the sole stockholder of Merger Sub); the solvency of Parent, the Surviving Corporation, and their subsidiaries immediately after giving effect to the Merger and the payment of the aggregate Merger Consideration and related amounts; and the absence of foreign control of Parent for purposes of the regulations of the Committee on Foreign Investment in the United States. Parent and Merger Sub also make customary acknowledgments regarding their independent investigation of the Company and its subsidiaries and disclaim reliance on any representations or warranties other than those expressly set forth in the Merger Agreement.

The representations and warranties of the parties will not survive the Effective Time and will expire upon the consummation of the Merger.

Conduct of Business Pending the Merger

During the period from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement, the Company has agreed, subject to certain exceptions, to use its commercially reasonable efforts to conduct its business in the ordinary course of business in all material respects and, to the extent consistent therewith, to use commercially reasonable efforts to preserve the business organization of itself and its subsidiaries, maintain its material rights and franchises, and retain the services of its key employees .

The Company has also agreed to certain negative covenants, pursuant to which the Company will not, without the prior written consent of Parent, take any of the following actions (subject to certain exceptions specified in the Merger Agreement and the Company’s disclosure letter):

•

amend or modify its articles of incorporation, bylaws, or other organizational documents;

•

issue, sell, grant, split, combine, reclassify or authorize any shares of capital stock or other equity interests (subject to exceptions for awards and exercises under existing equity compensation plans);

•

acquire any business, assets, or equity interests of any third party (whether by merger, consolidation, stock or asset acquisition, or otherwise), or make any loans, advances, or capital contributions to, or investments in, any Person in excess of $500,000 in the aggregate, other than intercompany loans, advances, capital contributions, or investments;

•

sell, lease, license, or otherwise dispose of, or pledge or otherwise encumber, any assets, other than obsolete equipment or assets being replaced, or non-exclusive licenses under the Company’s intellectual property, in each case in the ordinary course of business consistent with past practice;

•

adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization;

•

repurchase, prepay, incur, or guarantee any indebtedness for borrowed money, or issue or sell any debt securities, other than in connection with the financing of ordinary course trade payables consistent with past practice;

•

make any material changes to compensation or benefits payable to directors, officers, or employees, except (i) increases in compensation made to non-officer employees in the ordinary course of business consistent with past practice, (ii) as required by applicable law, or (iii) as required by existing compensation plans or agreements, provided that the Company may grant transaction bonuses in an aggregate amount of up to $3.0 million to certain of its officers and employees;

•

settle any material litigation, claim, or proceeding, other than settlements that do not involve injunctive or other non-monetary relief and do not exceed specified thresholds;

•

make any material change in accounting methods, principles, or practices, except as required by GAAP or applicable law;

•

make or change any material tax election, materially amend any material tax return, or settle or compromise any material tax claim, audit, or assessment, except as required by applicable law or in the ordinary course of business;

•

declare, set aside, or pay any dividends or other distributions on any shares of capital stock, other than dividends by direct or indirect wholly-owned subsidiaries;

•

repurchase, redeem, or otherwise acquire any shares of capital stock or other equity interests;

•

enter into, materially amend or modify, or consent to the termination of (other than at its stated expiry date) any Company material contract or any lease with respect to material real property;

•

enter into any material joint venture, strategic partnership, or alliance;

•

take any action to exempt any person or entity (other than Parent, Merger Sub, and their affiliates) from, or make any acquisition of Company securities not subject to, any state takeover statute or similar statute or regulation;

•

abandon, allow to lapse, sell, assign, transfer, encumber, or otherwise dispose of any material Company-owned intellectual property, or grant any license to any material Company-owned intellectual property other than non-exclusive licenses entered into in the ordinary course of business consistent with past practice;

•

modify any of its privacy policies, or take any action that would adversely affect the integrity, security, or operation of the Company’s IT systems in any manner that would reasonably be expected to be material to the Company and its subsidiaries, taken as a whole;

•

terminate or materially modify, or fail to exercise renewal rights with respect to, any material insurance policy;

•

engage in any transaction, or enter into any agreement, arrangement, or understanding, with any affiliate of the Company or other person or entity that would be required to be disclosed under Item 404 of Regulation S-K, other than transactions in the ordinary course of business;

•

adopt or implement any stockholder rights plan or similar arrangement;

•

amend, surrender, cancel, terminate, allow to lapse, fail to renew, or otherwise materially and adversely modify any material approvals, licenses, registrations, authorizations, permits, qualifications, and certificates issued by a governmental authority vested with the control and supervision of, or has jurisdiction over, the registration, airworthiness, design, production, operation, or maintenance of any aircraft, or other similar matters relating to civil or military aviation within the jurisdiction required for the Company’s business as currently conducted, subject to exceptions for ordinary course modifications and renewals that do not materially and adversely affect such authorization;

•

settle, waive, or forgive any amount owed to the Company in excess of $250,000 individually or $500,000 in the aggregate;

•

grant any refunds, credits, rebates, or allowances to customers in excess of $250,000 individually or $500,000 in the aggregate; or

•

agree or commit to do any of the foregoing.

No Solicitation of Alternative Proposals

From the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement, the Company has agreed that it will not, and will cause its representatives not to, directly or

indirectly, (i) solicit, initiate, or knowingly encourage, facilitate, or induce any inquiry, proposal, or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (ii) engage in discussion or negotiations with any person regarding a Takeover Proposal, (iii) provide any non-public information to any person in connection with a Takeover Proposal or inquiry relating thereto, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company, (v) approve a transaction under the Rhode Island Business Combination Act, (vi) enter into any agreement, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contracts related to any Takeover Proposal, (vii) effect any Company Adverse Recommendation Change, or (viii) submit to a vote of its shareholders, approving, endorsing or recommending any Takeover Proposal.

Notwithstanding the foregoing, the Company may, subject to compliance with certain notice and other requirements set forth in the Merger Agreement (the “fiduciary out”), furnish nonpublic information to, and participate in discussions or negotiations with, a third party that has made an unsolicited written Takeover Proposal that did not result from a breach of the Company’s “no shop” obligations and the Board of Directors determines in good faith, after consultation with outside legal counsel and its financial advisor, constitutes, or is reasonably likely to lead to, a Superior Proposal.

The Merger Agreement permits the Board to make a Company Adverse Recommendation Change in response to a Superior Proposal or an Intervening Event, subject to compliance with applicable notice and matching-period requirements. An “Intervening Event” means any material event, circumstance, change, effect, development, or condition occurring or arising after the date of the Merger Agreement that was not known to, nor reasonably foreseeable by, the Board as of the date of the Merger Agreement and that becomes known to the Board prior to the receipt of shareholder approval of the Merger Agreement, excluding, among other things, the receipt, existence, or terms of a Takeover Proposal; any change in the price or trading volume of the Common Stock; the Company meeting or exceeding its financial projections or forecasts; changes in general economic or geopolitical conditions; events, changes, effects developments or conditions consisting of or resulting from a breach of the Merger Agreement by the Company; or events, circumstances, developments or occurrences that relate solely to Parent and its Affiliates. The required notice and matching period is three (3) Business Days (referred to, in the case of an Intervening Event, as the “Intervening Event Notice Period”). During the applicable Superior Proposal Notice Period or Intervening Event Notice Period, the Company must negotiate in good faith with Parent (to the extent Parent desires to negotiate) to enable Parent to make adjustments to the terms of the Merger Agreement such that the Takeover Proposal would no longer constitute a Superior Proposal (or such that the failure to effect a Company Adverse Recommendation Change in response to an Intervening Event would no longer be inconsistent with the Board’s fiduciary duties). Termination by the Company to accept a Superior Proposal is conditioned on the concurrent payment of the Termination Fee to Parent.

Conditions to Closing

Mutual Conditions

The obligations of each of Parent, Merger Sub, and the Company to consummate the Merger are subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of each of the following conditions:

•

the approval of the Merger Agreement by the requisite vote of AstroNova shareholders (the “Requisite Company Vote”) shall have been obtained;

•

all required filings and waiting periods under the HSR Act and any applicable foreign antitrust or competition laws, shall have been made, expired, or been terminated; and

•

no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any law, injunction, or order that is in effect and that prohibits, enjoins, or makes illegal the consummation of the Merger.

Conditions to Parent’s and Merger Sub’s Obligations

The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of each of the following additional conditions:

•

the representations and warranties of the Company set forth in the Merger Agreement shall be true and correct as of the date of the Merger Agreement and as of the closing date (or, in the case of representations and warranties that address matters only as of a specified date, as of such specified date), subject to specified materiality standards, including that: (i) the representations and warranties relating to organization and standing, corporate authorization, board approval, anti-takeover statutes, and brokers’ and finders’ fees must be true and correct in all material respects; (ii) the representations and warranties relating to the Company’s capital structure must be true and correct in all respects, other than de minimis inaccuracies; (iii) the representation and warranty that there has been no Company Material Adverse Effect since the date of the Merger Agreement must be true and correct in all respects; and (iv) all other representations and warranties of the Company (disregarding any materiality and Company Material Adverse Effect qualifiers) must be true and correct in all respects, except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;

•

the Company shall have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under the Merger Agreement at or prior to the closing;

•

since the date of the Merger Agreement, no event, occurrence, change, circumstance, or effect shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; and

•

Parent shall have received an officer’s certificate signed by the chief executive officer or chief financial officer of the Company certifying as to the satisfaction of the foregoing conditions.

Conditions to Company’s Obligations

The obligation of the Company to consummate the Merger is further subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of each of the following additional conditions:

•

the representations and warranties of Parent and Merger Sub set forth in the Merger Agreement shall be true and correct in all respects (without giving effect to any materiality or “material adverse effect” qualifiers) as of the date of the Merger Agreement and as of the closing date (or, in the case of representations and warranties that address matters only as of a specified date, as of such specified date), except where the failure to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent and Merger Sub to consummate the Merger;

•

each of Parent and Merger Sub shall have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by it under the Merger Agreement at or prior to the closing; and

•

the Company shall have received an officer’s certificate signed by an officer of Parent certifying as to the satisfaction of the foregoing conditions.

Termination

The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, notwithstanding the receipt of the Requisite Company Vote, as follows:

Mutual Consent. By mutual written consent of Parent and the Company, by action of their respective boards of directors, at any time prior to the Effective Time.

By Either Party. By either Parent or the Company if: (i) the Merger has not been consummated on or before the Outside Date; provided that, if the closing has not occurred by such date and all conditions to closing other than the regulatory approval condition have been satisfied or are capable of being satisfied, the Outside Date may be extended by either party on one occasion for a period of 30 days by written notice given no later than five business days prior to the then-existing Outside Date; (ii) a governmental authority of competent jurisdiction has issued a final, non-appealable order permanently prohibiting the consummation of the Merger; or (iii) the Requisite Company Vote was not obtained at a duly convened shareholders meeting (including any adjournment or postponement thereof).

By Parent. By Parent if: (i) the Board of Directors of the Company has made a Company Adverse Recommendation Change; or (ii) the Company has materially breached any representation, warranty, covenant, or agreement such that the applicable closing condition would not be satisfied, and such breach is not cured within the applicable cure period.

By the Company. By the Company if: (i) the Board of Directors of the Company determines to accept a Superior Proposal and concurrently pays the Termination Fee to Parent; or (ii) Parent or Merger Sub has materially breached any representation, warranty, covenant, or agreement such that the applicable closing condition would not be satisfied, and such breach is not cured within the applicable cure period.

Termination Fee

Termination Fee Payable by the Company. The Company is required to pay Parent the Termination Fee of $9,648,000 if the Merger Agreement is terminated because the Company pursues or accepts an alternative transaction. Specifically, the Termination Fee is payable if: (i) Parent terminates because the Board has effected a Company Adverse Recommendation Change or has approved, adopted, or recommended a competing acquisition agreement; (ii) the Company terminates in order to accept a Superior Proposal; or (iii) the Merger Agreement is terminated by either party because the Outside Date passes or the Requisite Company Vote is not obtained, a Takeover Proposal had been publicly disclosed before such termination and not withdrawn, and within twelve (12) months after such termination the Company enters into a definitive agreement for, or consummates, a Takeover Proposal (for purposes of this clause (iii), all references to “15%” in the definition of Takeover Proposal are deemed to be “50%”).

Reverse Termination Fee Payable by Parent. Parent is required to pay the Company the Reverse Termination Fee of $9,648,000 if the Merger Agreement is terminated for antitrust-related reasons. Specifically, the Reverse Termination Fee is payable if either party terminates because the Merger has not been completed by the Outside Date, or because a governmental order arising out of a legal action involving antitrust laws permanently prohibits the Merger, and, in each case, at the time of termination all conditions to closing have been satisfied or waived other than obtaining the required antitrust approvals (or the absence of such an antitrust-related order).

Except in the case of willful and material breach of the Merger Agreement or fraud, the Termination Fee (if payable by the Company) or the Reverse Termination Fee (if payable by Parent) will constitute the sole and exclusive monetary remedy of the receiving party against the paying party and its affiliates and their respective directors, officers, employees, partners, managers, members, and shareholders for monetary damages arising out of or relating to the Merger Agreement and the transactions contemplated thereby.

Efforts to Complete the Merger; Regulatory Approvals

Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable to consummate the Merger and the other transactions contemplated by the Merger Agreement as promptly as practicable.

The Company and Parent and their respective affiliates filed their respective HSR Act notifications on July 1, 2026. The 30-day waiting period with respect to the Merger, which cannot expire on a Saturday, Sunday or a U.S. federal holiday, is expected to expire at 11:59 p.m. Eastern Time on July 31, 2026, unless the Antitrust Division of the Department of Justice (the “DOJ”) or the Federal Trade Commission (“FTC”) earlier terminates the waiting period, the period is lengthened by a pull-and-refile, or the FTC or the DOJ issues second requests. The filing fees associated with the HSR Act filing were shared equally by Parent and the Company.

Parent has also agreed to take any and all actions necessary or advisable to avoid or eliminate impediments under applicable antitrust, competition, foreign investment, or trade regulation laws so as to enable the parties to consummate the transactions promptly and, in any event, prior to the Outside Date, including, if necessary, proposing, negotiating, committing to, and effecting the sale, divestiture, or disposition of assets or businesses. Parent has represented that it is not a “foreign person” as defined under the regulations of the Committee on Foreign Investment in the United States, and that no “foreign person” will hold a controlling interest in Parent or, following the Merger, in the surviving corporation.

The Shareholders Meeting

The Company has agreed to duly call, give notice of, convene, and hold a meeting of AstroNova shareholders (the “Shareholders Meeting”) as promptly as reasonably practicable for the purpose of obtaining the Requisite Company Vote. The Board of Directors, subject to its fiduciary duties and the right to make a Company Adverse Recommendation Change as provided in the Merger Agreement, shall recommend that the shareholders of the Company vote in favor of approval of the Merger Agreement.

The Company has agreed to prepare and file a preliminary proxy statement with the SEC as soon as reasonably practicable, and in any event within 30 days, following the date of the Merger Agreement.

The Shareholders Meeting shall be held as soon as reasonably practicable after the date of the Merger Agreement and in no event later than 30 days following the date on which the definitive proxy statement is first mailed to holders of Common Stock.

Employee Benefits

For a period of twelve (12) months following the closing of the Merger, Parent has agreed to provide, or cause the surviving corporation to provide, each employee of AstroNova who continues to be employed immediately following the Effective Time with compensation and employee benefits that are, in the aggregate, no less favorable than the compensation and employee benefits provided to such employee immediately prior to the closing of the Merger.

In addition, Parent has agreed to (i) give each continuing employee full credit for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Parent and its subsidiaries for the employee’s prior service with AstroNova and its predecessors and (ii) cause each employee benefit plan to waive any pre-existing condition exclusions and actively-at-work requirements for such employees and their covered dependents, to the extent waived or not applicable under the comparable Company benefit plan.

Indemnification and Insurance

Pursuant to the Merger Agreement, the surviving corporation will assume and honor, and Parent will cause the surviving corporation to honor, all rights to indemnification and exculpation from liability now existing in favor of the current and former directors and officers of AstroNova and its subsidiaries, as provided in the organizational documents of AstroNova and in existing indemnification agreements, for a period of not less than six (6) years following the closing of the Merger.

Prior to the Effective Time, the surviving corporation shall obtain (and Parent shall cause the surviving corporation to obtain) a six-year “tail” directors’ and officers’ liability insurance policy with respect to acts or omissions occurring at or prior to the Effective Time, on terms not less favorable than the existing coverage; provided that the surviving corporation will not be required to pay an annual premium in excess of 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement (the “Maximum Premium”). If such coverage cannot be obtained for the Maximum Premium, the surviving corporation will obtain the greatest coverage available for a cost not exceeding the Maximum Premium.

Transaction Litigation

The Merger Agreement contains provisions addressing the handling of shareholder litigation relating to the Merger. The Company will control the defense and settlement of any such litigation, but must keep Parent reasonably informed, give Parent the opportunity to participate (at Parent’s expense and with counsel of its choice), and consider in good faith Parent’s comments. The Company may not compromise or settle such litigation without Parent’s prior written consent (not to be unreasonably withheld, conditioned, or delayed), except that the Company may settle if: (i) the payment does not exceed the amount set forth in the Company Disclosure Letter (the confidential disclosure letter delivered by the Company to Parent concurrently with the execution of the Merger Agreement) and/or the settlement consists of disclosures to shareholders; (ii) the settlement provides for no injunctive relief; (iii) Parent, the Company, and their respective subsidiaries and representatives are released from all liability; and (iv) no party is required to admit any wrongdoing.

Specific Performance

Each party to the Merger Agreement is entitled to an injunction, specific performance, and other equitable relief to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, in addition to any other remedy to which such party is entitled at law or in equity.

Governing Law

The Merger Agreement is governed by, and construed in accordance with, the internal laws of the State of Rhode Island, without giving effect to any choice or conflict of law provision. Each of the parties has irrevocably submitted to the exclusive jurisdiction of the Superior Court of the State of Rhode Island sitting in Kent County (or, in the event that such court lacks subject matter jurisdiction, the United States District Court for the District of Rhode Island) for the resolution of all disputes arising out of or relating to the Merger Agreement, and each party has waived its right to a jury trial.

Notwithstanding the foregoing choice-of-law clause, the Merger mechanics, including the filing of the Articles of Merger and the effects of the Merger, are governed by and conducted in accordance with the RIBCA.

Amendments

The Merger Agreement may be amended, modified, or supplemented by the parties at any time prior to the Effective Time by written agreement duly authorized, executed, and delivered by each of the parties, subject to applicable law. Notwithstanding the foregoing, following the receipt of the Requisite Company Vote, no amendment may be made that would reduce the amount or change the form of the Merger Consideration or that would otherwise require further approval of the shareholders of AstroNova under applicable law, without the further approval of such shareholders.

Expenses

Except as otherwise expressly provided in the Merger Agreement, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such costs and expenses. Notwithstanding the foregoing, the filing fees associated with any required HSR Act filings shall be shared equally between Parent and the Company.

MARKET PRICE OF COMMON STOCK

Market Information

The Company’s Common Stock trades on the Nasdaq Global Market under the symbol “ALOT” and has a par value of $0.05 per share.

The following table sets forth, for the periods indicated, the high and low closing sales prices per share of the Company’s Common Stock for the Company’s second fiscal quarter of fiscal 2027 (through July 29, 2026, the latest practicable date before the printing of this Proxy Statement) and each of the Company’s preceding fiscal quarters in fiscal 2027, 2026, 2025 and 2024:


	Market Price (1)
	Low		High
Fiscal 2027
First Quarter	$	8.29	$	14.15