Moog (NYSE: MOG.A, MOG.B) to redeem $500M 2027 notes with new 2034 issue

Rhea-AI Filing Summary

Moog Inc. has priced a private offering of $500 million in aggregate principal amount of 5.500% senior notes due 2034. The transaction is expected to close on March 24, 2026, subject to customary closing conditions.

Moog intends to use the net proceeds from the new notes, together with cash on hand, to redeem all $500 million aggregate principal amount of its 4.250% Senior Notes due 2027, including any accrued and unpaid interest. The notes are being offered only to qualified institutional buyers and certain non‑U.S. persons and are not registered under the Securities Act.

Insights

Capital structure and credit analyst

Moog is refinancing $500M of 2027 notes with new 2034 debt at a higher coupon.

Moog is issuing $500 million of 5.500% senior notes due 2034 in a private offering and plans to use the net proceeds, plus cash on hand, to redeem its existing $500 million of 4.250% Senior Notes due 2027.

This extends the company’s debt maturity profile from 2027 to 2034 while keeping principal roughly unchanged but at a higher stated interest rate. The transaction targets qualified institutional buyers and certain non-U.S. investors, reflecting a standard Rule 144A/Reg S structure for unsecured senior notes.

Future company filings describing completion of the offering and the redemption of the 2027 notes will clarify the final terms and timing, including actual closing on March 24, 2026 if conditions are satisfied.

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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

March 10, 2026

Date of Report (date of earliest event reported)

MOOG Inc.

(Exact name of registrant as specified in its charter)

NY			1-05129						16-0757636
(State or other jurisdiction of incorporation)			(Commission File Number)						(IRS Employer Identification No.)
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:

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.

☐

Item 8.01 Other Events.

On March 10, 2026, Moog Inc. (the “Company”) announced that it has priced its previously announced private offering of $500 million in aggregate principal amount of 5.500% senior notes due 2034 (the “Notes”). The offering of the Notes is expected to close on March 24, 2026, subject to customary closing conditions.

A copy of the Company’s press release is filed as Exhibit 99.1 hereto. The press release is incorporated herein by reference in its entirety.

This Current Report on Form 8-K, including the exhibits attached hereto, does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Forward-Looking Statements

This Form 8-K may contain statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, the statements about the offering of the Notes, our intention to issue the Notes and the expected use of proceeds. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” “target,” and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties related to the Company include factors detailed in the reports the Company files with the Securities and Exchange Commission, including those described under “Risk Factors” in its most recent Annual Report on Form 10-K. It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits.

99.1			Press release, dated March 10, 2026
104			Cover Page Interactive Data File (the cover page 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.

						MOOG INC.
Dated:			March 10, 2026			By:			/s/ Nicholas Hart
						Name:			Nicholas Hart
									Controller

Release Date:			March 10, 2026
			IMMEDIATE

Moog Inc. Announces Pricing of Senior Notes

East Aurora, NY – Moog Inc. (NYSE: MOG.A and MOG.B), a worldwide designer, manufacturer and systems integrator of high-performance precision motion and fluid controls and control systems, announced today it has priced its offering of $500 million in aggregate principal amount of its 5.500% senior notes due 2034 (the “Notes”). Moog intends to use the net proceeds from the offering, together with cash on hand, to redeem all $500 million aggregate principal amount outstanding of its 4.250% Senior Notes due 2027 (the “2027 Notes”), including any accrued and unpaid interest thereon. This press release does not form part of or constitute a notice of redemption with respect to the 2027 Notes. The offering is expected to close on March 24, 2026, subject to the satisfaction of customary closing conditions.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act.

This press release does not constitute an offer to sell, or the solicitation of any offer to buy, the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the Notes under the securities laws of that jurisdiction.

About Moog Inc.

Moog is a worldwide designer, manufacturer, and systems integrator of high-performance precision motion and fluid controls and control systems. Moog’s high-performance systems control military and commercial aircraft, satellites, and space vehicles, launch vehicles, defense systems, missiles, automated industrial machinery, marine, and medical equipment.

Shaping the way our world moves ™

Cautionary Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by words such as: “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume,” “assume” and other words and terms of similar meaning (including their negative counterparts or other various or comparable terminology). These forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995, are neither historical facts nor guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements. This includes but is not limited to, the Company’s expectations and ability to consummate the Company's proposed senior notes offering and the intended use of proceeds from such offering.

Although it is not possible to create a comprehensive list of all factors that may cause our actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors and other risks and uncertainties are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the Securities and Exchange Commission (“SEC”) and include, but are not limited to, risks relating to: (i) our operation in highly competitive markets with competitors who may have greater resources than we possess; (ii) our operation in cyclical markets that are sensitive to domestic and foreign economic conditions and events; (iii) our heavy dependence on government contracts that may not be fully funded or may be terminated; (iv) supply chain constraints and inflationary impacts on prices for raw materials and components used in our products; (v) failure of our subcontractors or suppliers to perform their contractual obligations; and (vi) our accounting estimations for over-time contracts and any changes we need to make thereto. New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. You should evaluate all forward-looking statements made in this press release in the context of these risks and uncertainties.

While we believe we have identified and discussed in our SEC filings the material risks affecting our business, there may be additional factors, risks and uncertainties not currently known to us or that we currently consider immaterial that may affect the forward-looking statements we make herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to update any forward-looking statement made in this press release, except as required by applicable law.

Contact: Aaron Astrachan

716.687.4225

Shaping the way our world moves ™

FAQ

What type of debt offering did Moog (MOG) announce in this 8-K?

Moog announced a private offering of senior notes. The company priced $500 million in aggregate principal amount of 5.500% senior notes due 2034, sold to qualified institutional buyers and certain non-U.S. persons under exemptions from Securities Act registration.

How much is Moog Inc. raising in its new senior notes due 2034?

Moog is raising $500 million through its new notes. The offering consists of $500 million in aggregate principal amount of 5.500% senior notes due 2034, expected to close on March 24, 2026, subject to customary closing conditions being satisfied.

What will Moog (MOG) do with the proceeds from the 5.500% senior notes?

Moog intends to use the net proceeds to redeem existing debt. Specifically, it plans to redeem all $500 million aggregate principal amount of its 4.250% Senior Notes due 2027, including any accrued and unpaid interest, together with cash on hand to complete the transaction.

Are Moog’s new 5.500% senior notes registered under the Securities Act?

The new notes are not registered under the Securities Act. They may not be offered or sold in the United States without registration or an applicable exemption, and will be offered only to qualified institutional buyers and certain non‑U.S. persons under Regulation S.

When is Moog’s new $500 million senior notes offering expected to close?

The offering is expected to close on March 24, 2026. Closing remains subject to the satisfaction of customary conditions, as is typical for institutional private offerings of senior notes like Moog’s 5.500% issue due 2034.

Which existing Moog notes are targeted for redemption with this new issue?

Moog plans to redeem its 4.250% Senior Notes due 2027. It intends to use net proceeds from the 5.500% senior notes due 2034, plus cash on hand, to redeem the full $500 million principal amount and any accrued and unpaid interest.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 11.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.7 KB