MOG Form 4: Executive Exercises SARs, Tax Withholding Reduces Issued Shares

Rhea-AI Filing Summary

Moog Inc. director/officer Stuart K. Mclachlan reported multiple transactions on 08/27/2025 involving stock appreciation rights (SARs) and resulting share issuances in both Class A and Class B common stock. He exercised 667 SARs tied to Class A

Positive

• Executive alignment with shareholders through conversion of SARs into equity under the Long Term Incentive Plan
• Clear compliance with Section 16 reporting; exercises and withholdings disclosed and explained

Negative

• Net shares withheld for taxes reduced the number of shares actually issued to the reporting person
• Insider ownership change (dispositions recorded) slightly alters beneficial holdings, though materiality is unclear

Insights

Financial Analyst

TL;DR: Officer exercised SARs, converting option value into shares; transactions are routine compensation-driven exercises with modest ownership changes.

The Form 4 shows executive exercises of SARs at significant spreads between exercise prices and FMV, producing net share issuances after tax withholding. The reported post-transaction holdings (1,877 Class A; 4,755 Class B) and listed unexercisable/exercisable SAR schedules indicate continued equity incentive alignment. There is no disclosure of open-market sales or transfers beyond withholding to satisfy taxes, and no change in control or debt events are reported. Impact on float and voting is likely immaterial given absolute share counts disclosed.

Corporate Governance Expert

TL;DR: Transaction is a standard equity compensation settlement; documentation shows tax withholding and scheduled vesting, consistent with plan terms.

The filing documents SAR grants under the 2014 Long Term Incentive Plan that vest ratably over three years from grant dates. The explanation clarifies shares were withheld to satisfy tax obligations rather than sold on market, preserving compliance with Section 16 reporting. The presence of multiple long-dated SAR tranches through 2031 suggests ongoing retention incentives. No indications of departures, related-party transactions, or governance concerns are presented.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mclachlan Stuart

(Last) (First) (Middle)

SENECA ST & JAMISON RD

(Street)

EAST AURORA NY 14052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOOG INC. [ MOGA/MOGB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common	08/27/2025		M		667	A	$63.04	1,877	D
Class A Common	08/27/2025		F		426(1)	D	$199.11	1,451	D
Class B Common	08/27/2025		M		1,333	A	$65.9	4,755	D
Class B Common	08/27/2025		F		860(2)	D	$200	3,895	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SAR(3)	$63.04	08/27/2025		M			667	(4)	11/17/2025	Class A Common	667	$0	0	D
SAR(3)	$65.9	08/27/2025		M			1,333	(4)	11/17/2025	Class B Common	1,333	$0	0	D
SAR(3)	$71.648							(4)	11/15/2026	Class B Common	2,000		2,000	D
SAR(3)	$82.31							(4)	11/14/2027	Class B Common	1,611		1,611	D
SAR(3)	$80.19							(4)	11/12/2028	Class B Common	1,741		1,741	D
SAR(3)	$85.95							(4)	11/12/2029	Class B Common	1,736		1,736	D
SAR(3)	$73.39							(4)	11/17/2030	Class B Common	1,089		1,089	D
SAR(3)	$83							(4)	11/16/2031	Class B Common	3,737		3,737	D

Explanation of Responses:

1. This represents the difference between the number of SARs exercised (667) and the number of shares issued as a result of the exercise (241). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($199.11) and the exercise price ($63.04). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

2. This represents the difference between the number of SARs exercised (1,333) and the number of shares issued as a result of the exercise (473). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($200.00) and the exercise price ($65.90). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

3. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.

4. SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant.

Remarks:

	/s/ Eric Moss, as Power of Attorney for Stuart K. Mclachlan	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Moog (MOG) insider Stuart K. Mclachlan do on 08/27/2025?

He exercised SARs on 08/27/2025 resulting in 667 Class A SARs and 1,333 Class B SARs exercised; shares were issued net of withholding.

How many shares did Stuart K. Mclachlan own after the reported transactions?

The Form 4 reports 1,877 Class A shares and 4,755 Class B shares beneficially owned following the transactions.

What were the exercise prices and fair market values noted?

Class A SARs: exercise price $63.04 with FMV $199.11; Class B SARs: exercise price $65.90 with FMV $200.00 for the reported exercises.

Were shares sold on the open market as part of these transactions?

No open-market sales are reported; shares were withheld to satisfy tax withholding obligations as explained in the filing.

What plan governed the SARs exercised?

The SARs were granted under the Moog Inc. 2014 Long Term Incentive Plan, with vesting ratably over three years from grant.