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Moog (MOG) CEO exercises 5,000 SARs, 4,591 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MOOG INC. Chief Executive Officer Patrick J. Roche reported compensation-related equity activity involving stock appreciation rights and restricted stock units. On May 27, 2026, he exercised 5,000 SARs at an exercise price of $71.648 per right, resulting in the issuance of 409 shares of Class B common stock at a fair market value of $345.26 per share, with 4,591 shares withheld to satisfy tax obligations.

Following these transactions, Roche directly holds 32,703 shares of Class B common stock and 18,661 shares of Class A common stock, plus indirect holdings equivalent to 487 Class B shares through the Moog Inc. Retirement Savings Plan. He also retains RSUs and SARs linked to additional Class B shares that vest or remain exercisable through dates extending to 2031.

Positive

  • None.

Negative

  • None.
Insider ROCHE PATRICK J
Role Chief Executive Officer
Type Security Shares Price Value
Exercise SAR 5,000 $0.00 --
Exercise Class B Common 5,000 $71.648 $358K
Tax Withholding Class B Common 4,591 $345.26 $1.59M
holding SAR -- -- --
holding SAR -- -- --
holding SAR -- -- --
holding SAR -- -- --
holding SAR -- -- --
holding RSU -- -- --
holding Class A Common -- -- --
holding Class B Common -- -- --
Holdings After Transaction: SAR — 0 shares (Direct, null); Class B Common — 32,703 shares (Direct, null); RSU — 7,658 shares (Direct, null); Class A Common — 18,661 shares (Direct, null); Class B Common — 487 shares (Indirect, 401 (k))
Footnotes (1)
  1. This represents the difference between the number of SARs exercised (5,000) and the number of shares issued as a result of the exercise (409). 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 ($345.26) and the exercise price ($71.648). Additional shares are then withheld to satisfy the Company's tax withholding obligations. Reflects equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan. SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant. Restricted Stock Units (RSU) granted under the Moog Inc. 2025 Long Term Incentive Plan. 33.33% of the total RSUs granted will each vest on November 15, 2026; November 15, 2027; and November 15, 2028. Each restricted stock unit (RSU) represents a contingent right to receive one share of Moog Inc.'s Class B common stock.
SARs exercised 5,000 SARs Exercised on May 27, 2026
Exercise price $71.648 per SAR Exercise or conversion price
Fair market value $345.26 per share FMV on SAR exercise date
Shares withheld for taxes 4,591 shares Tax-withholding disposition, code F
Shares issued from exercise 409 shares Shares of Class B issued from 5,000 SARs
Class B shares held 32,703 shares Direct Class B holdings after transactions
Class A shares held 18,661 shares Direct Class A holdings as of May 27, 2026
Indirect retirement holdings 487 equivalent shares Moog Inc. Retirement Savings Plan
Stock Appreciation Rights financial
"Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan."
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
Restricted Stock Units financial
"Restricted Stock Units (RSU) granted under the Moog Inc. 2025 Long Term Incentive Plan."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Moog Inc. Retirement Savings Plan financial
"Reflects equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants."
Long Term Incentive Plan financial
"SAR granted under the Moog Inc. 2014 Long Term Incentive Plan."
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
FMV financial
"difference between the FMV on the date of exercise ($345.26) and the exercise price ($71.648)."
Fair market value (FMV) is the price a willing buyer and a willing seller would agree on for an asset when neither is under pressure and both have full information. For investors, FMV is a baseline for judging whether a stock, bond, property or business is priced reasonably—like checking if a used car’s listed price matches what similar cars actually sell for—so it helps decide whether to buy, sell or hold.
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SEC Form 4
FORM 4UNITED 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*
ROCHE PATRICK J

(Last)(First)(Middle)
SENECA ST & JAMISON RD

(Street)
EAST AURORA NEW YORK 14052

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MOOG INC. [ MOGA/MOGB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class B Common05/27/2026M5,000A$71.64832,703D
Class B Common05/27/2026F4,591(1)D$345.2628,112D
Class A Common18,661D
Class B Common(2)487I401 (k)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
SAR(3)$71.64805/27/2026M5,000 (4)11/15/2026Class B Common5,000$00D
SAR(3)$82.31 (4)11/14/2027Class B Common6,1816,181D
SAR(3)$80.19 (4)11/13/2028Class B Common6,9886,988D
SAR(3)$85.95 (4)11/12/2029Class B Common6,7946,794D
SAR(3)$73.39 (4)11/17/2030Class B Common4,4524,452D
SAR(3)$83 (4)11/16/2031Class B Common8,7578,757D
RSU(5)(6) (5) (5)Class B Common7,6587,658D
Explanation of Responses:
1. This represents the difference between the number of SARs exercised (5,000) and the number of shares issued as a result of the exercise (409). 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 ($345.26) and the exercise price ($71.648). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
2. Reflects equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants.
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.
5. Restricted Stock Units (RSU) granted under the Moog Inc. 2025 Long Term Incentive Plan. 33.33% of the total RSUs granted will each vest on November 15, 2026; November 15, 2027; and November 15, 2028.
6. Each restricted stock unit (RSU) represents a contingent right to receive one share of Moog Inc.'s Class B common stock.
Remarks:
/s/ Eric Moss, as Power of Attorney for Patrick J. Roche05/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Moog (MOG) CEO Patrick J. Roche report in this Form 4?

Patrick J. Roche reported exercising 5,000 stock appreciation rights and related tax withholding. The exercise produced 409 new Class B shares, while 4,591 shares were withheld to cover tax obligations, updating his direct and indirect ownership positions in Moog equity.

How many Moog Class B shares does the CEO hold after the reported transactions?

After the reported activity, Patrick J. Roche directly holds 32,703 shares of Moog Class B common stock. This figure reflects the net result of exercising stock appreciation rights and related tax-withholding dispositions recorded in the filing on May 27, 2026.

How many stock appreciation rights did the Moog CEO exercise and at what price?

Patrick J. Roche exercised 5,000 stock appreciation rights tied to Moog Class B common stock at an exercise price of $71.648 per right. The fair market value on the exercise date was $345.26 per share, according to the filing footnote.

Why were 4,591 Moog shares withheld in the CEO’s Form 4 filing?

The filing states that 4,591 shares of Moog Class B common stock were withheld to satisfy the company’s tax withholding obligations. These shares relate to the exercise of 5,000 stock appreciation rights that generated 409 net shares issued to Patrick J. Roche.

What Moog derivative awards does the CEO still hold after this Form 4?

Patrick J. Roche continues to hold restricted stock units and multiple tranches of stock appreciation rights tied to Moog Class B common stock. These remaining SARs have exercise prices between $73.39 and $85.95 and expiration dates from November 2027 through November 2031.

Does the Moog CEO have indirect holdings through a retirement plan?

Yes. The filing shows Patrick J. Roche has indirect ownership of the equivalent of 487 Class B shares through the Moog Inc. Retirement Savings Plan. This amount reflects the most recent report to plan participants, as disclosed in a filing footnote.