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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
August 4, 2025
Date of Report (date of earliest event reported)
MOOG Inc.
(Exact name of registrant as specified in its charter)
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| NY | 1-05129 | 16-0757636 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 400 Jamison Rd | East Aurora, | New York | 14052-0018 |
(Address of principal executive offices) | (Zip Code) |
(716) 652-2000
Registrant's telephone number, including area code
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock | MOG.A | New York Stock Exchange |
| Class B common stock | MOG.B | New York Stock Exchange |
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.
☐
EXPLANATORY NOTE
This Amended Current Report on Form 8-K/A (this “Form 8-K/A”) amends the current report on Form 8-K that was filed by Moog Inc (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 8, 2025 (the “Original Report”), reporting the Company’s decision to: (i) dismiss Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm following EY’s completion of the audit of the Company’s consolidated financial statements as of and for the fiscal year ended September 27, 2025 and the audit of the Company's internal control over financial reporting as of September 27, 2025 and the issuance of their reports thereon; and (ii) engage KPMG LLP (“KPMG”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending October 3, 2026. This Form 8-K/A is being filed to disclose the specific date of EY’s dismissal and to update the disclosures required by Item 304(a) of Regulation S-K through that date.
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| Item 4.01 | Changes in Registrant's Certifying Accountant. |
On November 26, 2025, EY completed its audit of the Company’s consolidated financial statements as of and for the fiscal year ended September 27, 2025. Accordingly, the dismissal of EY as the Company’s independent registered public accounting firm was effective November 26, 2025.
The audit reports of EY on the consolidated financial statements of the Company as of and for the fiscal years ended September 28, 2024 and September 27, 2025 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended September 28, 2024 and September 27, 2025, and the subsequent interim period through the date of this Form 8-K/A, there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to EY’s satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement; or (ii) except as described below, “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
EY’s report on the Company’s internal control over financial reporting as of September 27, 2025 contained an adverse opinion, specifically, that the Company had not maintained effective internal control over financial reporting as of September 27, 2025, due to the effect of a material weakness identified by management in the design and operation of its controls over distinct long-term aftermarket service revenue contracts in the Company’s Commercial Aircraft segment, as reported by the Company in “Part II, Item 9A. Controls and Procedures” of its Annual Report on Form 10-K for the fiscal year ended September 27, 2025, filed with the SEC on November 26, 2025. This material weakness was discussed by the Company’s Audit Committee and EY. The Audit Committee has authorized EY to respond fully to the inquiries of KPMG concerning such material weakness.
The Company has provided a copy of the foregoing disclosures to EY and requested that EY furnish it with a letter addressed to the Securities and Exchange Commission stating whether EY agrees with the above statements. A copy of EY’s letter, dated November 26, 2025, is filed as Exhibit 16.1 to this Form 8-K/A.
As previously disclosed in the Original Report, the Company engaged KPMG as the Company’s independent registered public accounting firm for the fiscal year ending October 3, 2026, beginning with the review of the Company’s consolidated financial statements for the quarter ending January 3, 2026.
During the fiscal years ended September 28, 2024 and September 27, 2025 and the subsequent interim period
through the date of this Form 8-K/A, neither the Company nor anyone on the Company’s behalf consulted with
KPMG regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
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| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
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16.1 | Letter of Ernst & Young LLP dated November 26, 2025. |
| 104 | Cover Page Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
SIGNATURES
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.
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| | | MOOG INC. |
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| Dated: | November 26, 2025 | By: | /s/ Nicholas Hart |
| | | Name: | Nicholas Hart |
| | | | Controller |
