AstroNova : New Financial Obligation - Form 8-K

Item 1.01

Entry into a Material Definitive Agreement

On May 4, 2024, AstroNova, Inc. (the "Company") as "First Guarantor", along with its wholly-owned Portugal Subsidiary, AstroNova Portugal, Unipessoal, Lda (the "Purchaser") entered into a Share Purchase Agreement (the "Purchase Agreement") with Effort Premier Solutions Lda., a private limited company incorporated under the laws of Portugal (the "Seller") and Elói Serafim Alves Ferreira, as the "Second Guarantor".

In accordance with the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser acquired 100% of the issued and outstanding share capital of MTEX New Solution, S.A., a joint stock company with limited liability incorporated under the laws of Portugal ("MTEX"), from the Seller in exchange for the Purchase Price as discussed below. The closing date for the acquisition was May 6, 2024.

The base purchase price for the acquisition consists of EUR 17,268,345 paid by the Purchaser to the Seller on the closing date by wire transfer, and up to an additional EUR 731,655 retained by the Purchaser to secure certain indemnification obligations of the Seller to be released by the Purchaser subject to resolution of such obligations. Additionally, the Seller will be entitled to receive contingent consideration in an amount of up to EUR 4,000,000 if MTEX meets certain revenue objectives as set forth in the Purchase Agreement for the three calendar year periods ending after the closing date.

The Purchase Agreement contains customary representations and warranties made by the Seller and the Purchaser, and also contains certain post-closing obligations, including indemnification obligations by Seller.

Also on May 4, 2024, the Purchaser, the Seller, the Second Guarantor and MTEX entered into a Transitional Management Agreement (the "Transitional Management Agreement") pursuant to which the Second Guarantor will serve as the MTEX's Chief Executive Officer for a term of three years following the closing date. Under the terms of the Transitional Management Agreement, the Second Guarantor will receive a salary and grant of restricted stock units and will be entitled to participate in the Company's incentive compensation programs on the same terms as the Company's executive officers. The Transitional Management Agreement includes customary non-competitionand confidentiality provisions.

The foregoing description of the Purchase Agreement, the Transitional Management Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the Transitional Management Agreement, which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K andare incorporated by reference herein. The Purchase Agreement and the Transitional Management Agreement have been included to provide investors and securityholders with information regarding their respective terms. They are not intended to provide any other factual information about MTEX, the Seller, the Second Guarantor, the Purchaser or the Company. The Purchase Agreement contains representations and warranties of the Seller, on the one hand, and the Purchaser, on the other hand, made solely for the benefit of the other. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the Seller, on the one hand, and the Purchaser, on the other hand. Accordingly, investors and securityholders should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts or condition of MTEX, the Seller, the Purchaser, or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The information set forth in Item 2.03 below is incorporated herein by reference.