ASTRONICS CORP

Concurrently with the pricing of the offering, Astronics expects to enter into one or more privately negotiated transactions effected through one of the initial purchasers or its affiliate, as its agent, to repurchase for cash a portion of its outstanding 5.500% Convertible Senior Notes due 2030 (the “2030 notes”) from certain holders of the 2030 notes on terms negotiated with each such holder. The terms of each note repurchase are anticipated to be individually negotiated with each holder of the 2030 notes and will depend on several factors, including the market price of Astronics’ common stock and the trading price of the 2030 notes at the time of each such note repurchase. No assurance can be given as to how much, if any, of the 2030 notes will be repurchased or the terms on which they will be repurchased.

Astronics expects that some or all of the holders of the 2030 notes that Astronics repurchases may purchase shares of Astronics’ common stock in open market transactions to unwind hedge positions that they have with respect to their investment in the 2030 notes. These open market purchases, in turn, may place upward pressure on the trading price of Astronics’ common stock, causing the common stock to trade at higher prices than would be the case in the absence of these purchases. Such repurchase could affect the market price of the Notes and may also impact the initial conversion price for the Notes.