8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 28, 2025

ASTRONOVA, INC.

(Exact name of registrant as specified in its charter)

600 East Greenwich Avenue

West Warwick, RI 02893

(Address of principal executive offices) (Zip Code)

(401) 828-4000

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On March 28, 2025, our Board of Directors increased the size of the Board of Directors to six members and elected Darius G. Nevin as a director for a term expiring at our 2025 annual meeting of shareholders. In connection with his election as a director, Mr. Nevin was appointed to serve on the Board of Directors’ Audit Committee and Human Capital and Compensation Committee. The Board of Directors has determined that Mr. Nevin is independent under the rules of the NASDAQ Stock Market.

In connection with his service as a director, Mr. Nevin will receive compensation in accordance with our Amended and Restated Non-Employee Director Annual Compensation Program, which is described in our definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2024. We and Mr. Nevin will enter into an Indemnification Agreement in the form filed as Exhibit 10.1 hereto.

There is no arrangement or understanding between Mr. Nevin and any other persons pursuant to which he was selected as a director. In addition, Mr. Nevin does not have an interest in any transaction with us or any of our subsidiaries that would be reportable pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

On March 28, 2025, we issued a press release, a copy of which is filed as Exhibit 99.1 hereto, announcing the election of Mr. Nevin to our Board of Directors.

2

SIGNATURE

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

EX-99.1

Exhibit 99.1

AstroNova Appoints Darius G. Nevin to Board of Directors

Seasoned Executive Brings Additional Financial Acumen

and Governance Experience to Expanded Board

West Warwick, R.I., March 28, 2025 – AstroNova, Inc. (Nasdaq: ALOT), a global leader in data visualization technologies, today announced that it has expanded its Board of Directors to six members with the appointment of Darius G. Nevin, effective immediately. A seasoned financial executive, Mr. Nevin, 67, will serve on the Audit Committee and Human Capital and Compensation Committee. He becomes the fifth independent member of the Board.

“Darius is an accomplished public company director and former senior executive whose financial acumen, governance background, and leadership experience make him an excellent addition to our Board,” said Richard S. Warzala, AstroNova’s Lead Independent Director. “His analytical insights, strategic vision and diverse business expertise are qualities that will help AstroNova drive value for its shareholders.”

Mr. Nevin served for nine years as Chief Financial Officer at then publicly traded Protection One, Inc., one of the largest security monitoring companies in the United States during his tenure. In this role, he was instrumental in orchestrating a comprehensive financial turnaround that significantly enhanced operational efficiency, culminating in the successful sale of the company.

Since 2016, he has served on the board of Alarm.com (Nasdaq: ALRM), a global leader in internet-of-things security and automation solutions. In 2022, Mr. Nevin joined the board of drug testing company Psychemedics Corporation, where he serves as Chairman. In addition, he served on the board of WCI Communities, Inc., a luxury homebuilder, from its initial public offering on the NYSE in 2013 until its sale in 2017.

Mr. Nevin received a bachelor’s degree from Harvard University and an M.B.A. from the University of Chicago Booth School of Business.

About AstroNova

AstroNova (Nasdaq: ALOT), a global leader in data visualization technologies since 1969, designs, manufactures, distributes, and services a broad range of products that acquire, store, analyze, and present data in multiple formats.

The Product Identification segment provides a wide array of digital, end-to-end product marking and identification solutions, including hardware, software, and supplies for OEMs, commercial printers, and brand owners. The Test and Measurement segment provides products designed for airborne printing solutions, avionics, and data acquisition. Our aerospace products include flight deck printing solutions, networking hardware, and specialized aerospace-grade supplies. Our data acquisition systems are used in research and development, flight testing, missile and rocket telemetry production monitoring, power, and maintenance applications.

AstroNova is a member of the Russell Microcap^®^ Index and the LD Micro Index (INDEXNYSEGIS: LDMICRO). Additional information is available by visiting https://astronovainc.com/.

Contacts:

Scott Solomon

Senior Vice President

Sharon Merrill Associates, Inc.

(857) 383-2409

ALOT@investorrelations.com