Pay vs Performance Disclosure - USD ($)

12 Months Ended

Jan. 31, 2026

Jan. 31, 2025

Jan. 31, 2024

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

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

133

Net Income (Loss)

(2,376,000)

(14,489,000)

4,694,000

AstroNova, Inc. 10-K/A