ASTRONOVA, INC., 10-K/A filed on 6/1/2026
Amended Annual Report
v3.26.1
Cover Page - USD ($)
12 Months Ended
Jan. 31, 2026
May 21, 2026
Jul. 31, 2025
Cover [Abstract]      
Document Type 10-K/A    
Amendment Flag true    
Amendment Description EXPLANATORY NOTE This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended January 31, 2026, originally filed on April 15, 2026 (the “Original Filing”) by AstroNova, Inc. Unless otherwise indicated, references to “AstroNova,” the “Company,” “we,” “our,” and “us” in this Amendment refer to AstroNova, Inc. and its consolidated subsidiaries. We are filing this Amendment to include the information required by Part III of Form 10-K as we do not anticipate filing our definitive proxy statement within 120 days of the end of our fiscal year ended January 31, 2026. Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Filing, and accordingly, should be read in conjunction with the Original Filing. The Original Filing continues to speak as of the date of its original filing, and this Amendment does not reflect events occurring after that date or modify or update any disclosures therein. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and our principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.    
Document Period End Date Jan. 31, 2026    
Document Fiscal Year Focus 2026    
Document Fiscal Period Focus FY    
Entity Registrant Name AstroNova, Inc.    
Entity Central Index Key 0000008146    
Current Fiscal Year End Date --01-31    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Well-known Seasoned Issuer No    
Entity Filer Category Accelerated Filer    
Trading Symbol ALOT    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Small Business true    
Entity Emerging Growth Company false    
Title of 12(b) Security Common Stock    
Security Exchange Name NASDAQ    
Entity Incorporation, State or Country Code RI    
Entity File Number 0-13200    
Document Annual Report true    
Document Transition Report false    
Entity Tax Identification Number 05-0318215    
Entity Address, Address Line One 600 East Greenwich Avenue    
Entity Address, City or Town West Warwick    
Entity Address, Postal Zip Code 02893    
Entity Address, State or Province RI    
City Area Code 401    
Local Phone Number 828-4000    
Entity Common Stock, Shares Outstanding   7,727,772  
Entity Public Float     $ 85,207,000
ICFR Auditor Attestation Flag true    
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jan. 31, 2026
Jan. 31, 2025
Jan. 31, 2024
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
The following table provides a comparison between two measures of compensation for our Named Executive Officers and certain measures of performance. The two compensation measures are the Named Executive Officers’ “total compensation,” as presented in the Summary Compensation Table, and their “compensation actually paid,” a measure of compensation required by SEC rules. These measures are presented for the relevant years on an individual basis for our Chief Executive Officer, our former Interim Chief Executive Officer and our former Chief Executive Officer, and as an average for the group of our other Named Executive Officers.
While both “total compensation” and “compensation actually paid” measure compensation for the same fiscal year, the two measures are calculated differently. Compensation actually paid is based on total compensation but substitutes different amounts for equity compensation. Compensation actually paid removes from total compensation the grant-date fair value of equity awards granted during the relevant year and replaces it with the net aggregate change in the fair value of equity awards during the relevant year. This net aggregate change in fair value represents the sum of:
 
   
the
year-end
fair value of new awards granted during the year that are outstanding and unvested as of the end of the year;
 
   
the change in the fair value (positive or negative) of unvested awards outstanding during the entire year, measured from the beginning of the year to the end of the year;
 
   
the vesting-date fair value of new awards that are granted and also vest in the year;
 
   
the change in the fair value (positive or negative) of unvested awards that are held at the beginning of the year and that also vest during the year, measured from the beginning of the year to the vesting date;
 
   
the loss in fair value of unvested awards outstanding at the beginning of the year that fail to meet applicable vesting conditions during the year, measured as the loss of the fair value of those awards at the beginning of the year; and
 
   
the dollar value of any dividends or other earnings paid on awards during the year prior to any vesting date that are not otherwise reflected in total compensation for the year.
The net change in aggregate fair value must also reflect any increase in the fair value of any equity awards that were repriced or otherwise materially modified during the year. No equity awards were repriced or otherwise materially modified during any of the years presented.
 
Fiscal
Year
 
Summary

Compensation

Table Total
for

Mr. Ittmann
   
Compensation

Actually Paid

to Mr.
Ittmann
   
Summary

Compensation

Table Total
for

Mr. Nevin
   
Compensation

Actually Paid

to Mr. Nevin
   
Summary

Compensation

Table Total
for

Mr. Woods
   
Compensation

Actually Paid

to Mr. Woods
   
Average

Summary

Compensation

Table Total
for

non-PEO

NEOs(a)
   
Average

Compensation

Actually Paid

to

non-PEO

NEOs(a)
   
Value of

Initial

Fixed $100

Investment

Based On

Total

Shareholder

Return(b)
   
Net Income

(in
thousands)
 
2026
  $ 2,121,772     $ 1,857,716
 (c)
 
  $ 365,099     $ 278,636
 (c)
 
  $ 1,556,720     $ (67,965 )
 (c)
 
  $ 1,446,203     $ 1,273,389
 (c)
 
  $ 69     $ (2,376
2025
  $ —      $
 (f)
 
  $ —      $
 (f)
 
  $ 761,750     $ (245,256 )
 (d)
 
  $ 411,390     $ 113,481
(d)
 
  $ 88     $ (14,489
2024
  $ —      $
 (f)
 
  $ —      $
 (f)
 
  $ 1,286,106     $ 1,849,025
 (e)
 
  $ 508,248     $ 640,408
(e)
 
  $ 133     $ 4,694  
 
   
The
Non-Principal
Executive Officer Named Executive Officers
(“Non-PEO
NEOs”) for whom the Summary Compensation Table total average compensation is presented are: for 2026, Messrs. DeByle and Carll and for 2025, Messrs. David S. Smith, Natalizia and Carll, and for 2024, Messrs. Smith and Natalizia.
 
   
Represents the cumulative total shareholder return (on a dividends-reinvested basis) on our common stock from January 31, 2023, the last trading day before the earliest year presented in the table, to the last trading day of the relevant year, calculated on the basis of an investment of $100 in our common stock on January 31, 2023.
 
   
Represents compensation actually paid for fiscal year 2026 to Messrs. Ittmann and Woods and the average compensation actually paid for fiscal year 2026 to Messrs. DeByle and Carll, our other Named Executive Officers for fiscal year 2026. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid (excluding the grant-date fair value of equity awards granted in 2026, which is presented separately in the Summary Compensation Table):
 
Change in Fair Value
  
Mr. Ittmann
    
Mr. Nevin
    
Mr. Woods
    
Average for

non-PEO

NEOs
 
New Grants Unvested at
Year-End
     1,471,563        —         89,209        943,691  
Prior Years Awards Unvested at
Year-End
     (5,858      —         (33,132      (2,531
New Grants that Vested in Fiscal Year 2026
     —         136,784        —         —   
Prior Years Awards that Vested in Fiscal Year 2026
     (1,434      —         (69,532      (3,775
Prior Years Awards that Failed to Vest in Fiscal Year 2026
     —         —         (485,993      (23,119
Dividends or Earnings on Awards Before Vesting
     —         —         —         —   
The fair value of time-based restricted stock units is equal to the closing price of the Company’s common stock on the measurement date. The fair value of performance-based restricted stock units is based on the closing price of the Company’s common stock on the measurement date and the Company’s estimate, as of the measurement date, of the probable outcome of the performance conditions. The fair value of stock-settled performance awards is based on the reference value of the awards and the Company’s estimate, as of the measurement date, of the probable outcome of the performance conditions.
 
   
Represents compensation actually paid for fiscal year 2025 to Mr. Woods, and the average compensation actually paid for fiscal year 2025 to Messrs. Smith and Natalizia, our other Named Executive Officers for fiscal year 2025. The fair value of time-based restricted stock units is equal to the closing price of the Company’s common stock on the measurement date. The fair value of performance-based restricted stock units is based on the closing price of the Company’s common stock on the measurement date and the Company’s estimate, as of the measurement date, of the probable outcome of the performance conditions.
 
(1)
Represents compensation actually paid for fiscal year 2024 to Mr. Woods, and the average compensation actually paid for fiscal year 2024 to Messrs. Smith and Natalizia, our other Named Executive Officers for fiscal year 2024. The fair value of time-based restricted stock units is equal to the closing price of the Company’s common stock on the measurement date. The fair value of performance-based restricted stock units is based on the closing price of the Company’s common stock on the measurement date and the Company’s estimate, as of the measurement date, of the probable outcome of the performance conditions.
(2)
Messrs. Ittmann and Nevin were not Principal Executive Officers in fiscal years 2025 and 2024.
   
Named Executive Officers, Footnote
   
The
Non-Principal
Executive Officer Named Executive Officers
(“Non-PEO
NEOs”) for whom the Summary Compensation Table total average compensation is presented are: for 2026, Messrs. DeByle and Carll and for 2025, Messrs. David S. Smith, Natalizia and Carll, and for 2024, Messrs. Smith and Natalizia.
   
Adjustment To PEO Compensation, Footnote
Change in Fair Value
  
Mr. Ittmann
    
Mr. Nevin
    
Mr. Woods
    
Average for

non-PEO

NEOs
 
New Grants Unvested at
Year-End
     1,471,563        —         89,209        943,691  
Prior Years Awards Unvested at
Year-End
     (5,858      —         (33,132      (2,531
New Grants that Vested in Fiscal Year 2026
     —         136,784        —         —   
Prior Years Awards that Vested in Fiscal Year 2026
     (1,434      —         (69,532      (3,775
Prior Years Awards that Failed to Vest in Fiscal Year 2026
     —         —         (485,993      (23,119
Dividends or Earnings on Awards Before Vesting
     —         —         —         —   
   
Non-PEO NEO Average Total Compensation Amount $ 1,446,203 $ 411,390 $ 508,248
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,273,389 113,481 640,408
Adjustment to Non-PEO NEO Compensation Footnote
Change in Fair Value
  
Mr. Ittmann
    
Mr. Nevin
    
Mr. Woods
    
Average for

non-PEO

NEOs
 
New Grants Unvested at
Year-End
     1,471,563        —         89,209        943,691  
Prior Years Awards Unvested at
Year-End
     (5,858      —         (33,132      (2,531
New Grants that Vested in Fiscal Year 2026
     —         136,784        —         —   
Prior Years Awards that Vested in Fiscal Year 2026
     (1,434      —         (69,532      (3,775
Prior Years Awards that Failed to Vest in Fiscal Year 2026
     —         —         (485,993      (23,119
Dividends or Earnings on Awards Before Vesting
     —         —         —         —   
   
Total Shareholder Return Amount $ 69 88 133
Net Income (Loss) (2,376,000) (14,489,000) 4,694,000
Mr. Ittmann [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 2,121,772 0 0
PEO Actually Paid Compensation Amount $ 1,857,716 0 0
PEO Name Mr. Ittmann    
Mr. Nevin [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 365,099 0 0
PEO Actually Paid Compensation Amount $ 278,636 0 0
PEO Name Mr. Nevin    
Mr. Woods [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 1,556,720 761,750 1,286,106
PEO Actually Paid Compensation Amount $ (67,965) $ (245,256) $ 1,849,025
PEO Name Mr. Woods    
PEO | Mr. Ittmann [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 1,471,563    
PEO | Mr. Ittmann [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (5,858)    
PEO | Mr. Ittmann [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Mr. Ittmann [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,434)    
PEO | Mr. Ittmann [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Mr. Ittmann [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Mr. Nevin [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Mr. Nevin [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Mr. Nevin [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 136,784    
PEO | Mr. Nevin [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Mr. Nevin [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Mr. Nevin [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Mr. Woods [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 89,209    
PEO | Mr. Woods [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (33,132)    
PEO | Mr. Woods [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Mr. Woods [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (69,532)    
PEO | Mr. Woods [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (485,993)    
PEO | Mr. Woods [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 943,691    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (2,531)    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,775)    
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (23,119)    
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0    
v3.26.1
Award Timing Disclosure
12 Months Ended
Jan. 31, 2026
Jul. 23, 2025
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
EQUITY INCENTIVE AWARDS-MECHANICS AND TIMING OF STOCK OPTION AND OTHER EQUITY AWARD GRANTS
We do not currently grant stock options to our NEOs, except that one stock option award was granted to Darius Nevin on July 23, 2025, solely in connection with his appointment as Interim Chief Executive Officer (the “D. Nevin Option Grant”). Although we do not have a formal policy regarding the timing of awards of stock options, stock appreciation rights and/or similar option-like instruments grants to our Named Executive Officers, we do not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information about the company based on equity award grant dates.
The details of the D. Nevin Option Grant, which was awarded with an effective grant date during a period beginning four business days before the filing or furnishing of a report on Form
10-K,
10-Q
or
8-K
that disclosed material nonpublic information (other than a report on Form
8-K
that disclosed a material new option grant under Item 5.02(e)), and ending one business day after the filing or furnishing of that report, are set forth below:
 
Name
  
Grant Date
    
Number of
Securities
Underlying the
Award
    
Exercise Price
of the Award
($)
    
Grant Date
Fair Value
of the
Award
    
Percentage change in the
closing market price of the
securities underlying the
award between the trading
day ending immediately
prior to the disclosure of
material nonpublic
information and the trading
day beginning immediately
following the disclosure of
material nonpublic

information
 
Darius G. Nevin
     July 23, 2025        30,000        11.10        11.10        1.44
 
Award Timing Predetermined true  
Award Timing, How MNPI Considered we do not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information about the company based on equity award grant dates.  
MNPI Disclosure Timed for Compensation Value false  
Darius G. Nevin [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Darius G. Nevin
Underlying Securities | shares   30,000
Exercise Price | $ / shares   $ 11.1
Fair Value as of Grant Date | $   $ 11.1
Underlying Security Market Price Change   1.44
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Jan. 31, 2026
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true