STOCK TITAN

Moog Inc. (MOG) VP Mclachlan reports RSU vesting, SAR holdings in Form 4

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Moog Inc. insider Stuart K. Mclachlan, a Vice President, reported equity compensation activity involving the company’s Class A and Class B common stock. On 11/25/2025, he acquired 3,100 shares of Class B Common at $0, reflecting the vesting of previously granted performance-based restricted stock units under Moog’s 2014 Long Term Incentive Plan. To cover taxes on this vesting, 1,457 Class B shares were withheld at a price of $220 per share.

After these transactions, Mclachlan beneficially owned 5,983 shares of Class B Common directly and 1,451 shares of Class A Common. He also holds 766 restricted stock units under the 2025 Long Term Incentive Plan, vesting in three equal installments on November 15 of 2026, 2027 and 2028, plus several outstanding stock appreciation right awards on Class B shares with exercise prices between about $71.65 and $85.95 and expirations from 2026 through 2031.

Positive

  • None.

Negative

  • None.
Insider Mclachlan Stuart
Role Vice President
Type Security Shares Price Value
Grant/Award Class B Common 3,100 $0.00 --
Tax Withholding Class B Common 1,457 $220.00 $321K
holding RSU -- -- --
holding SAR -- -- --
holding SAR -- -- --
holding SAR -- -- --
holding SAR -- -- --
holding SAR -- -- --
holding SAR -- -- --
holding Class A Common -- -- --
Holdings After Transaction: Class B Common — 7,440 shares (Direct); RSU — 766 shares (Direct); SAR — 2,000 shares (Direct); Class A Common — 1,451 shares (Direct)
Footnotes (1)
  1. Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person on November 15, 2022, upon achievement of performance goals under the Moog Inc. 2014 Long Term Incentive Plan. The performance-based restricted stock units were granted under an equity incentive compensation plan maintained by Moog Inc. and therefore the reporting person paid no price for the shares received upon the vesting of the performance-based restricted stock units. Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person. 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. 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.
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)
11/25/2025
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 B Common 11/25/2025 A(1) 3,100 A $0(2) 7,440 D
Class B Common 11/25/2025 F(3) 1,457 D $220 5,983 D
Class A Common 1,451 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
RSU(4) (5) (4) (4) Class B Common 766 766 D
SAR(6) $71.648 (7) 11/15/2026 Class B Common 2,000 2,000 D
SAR(6) $82.31 (7) 11/14/2027 Class B Common 1,611 1,611 D
SAR(6) $80.19 (7) 11/12/2028 Class B Common 1,741 1,741 D
SAR(6) $85.95 (7) 11/12/2029 Class B Common 1,736 1,736 D
SAR(6) $73.39 (7) 11/17/2030 Class B Common 1,089 1,089 D
SAR(6) $83 (7) 11/16/2031 Class B Common 3,737 3,737 D
Explanation of Responses:
1. Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person on November 15, 2022, upon achievement of performance goals under the Moog Inc. 2014 Long Term Incentive Plan.
2. The performance-based restricted stock units were granted under an equity incentive compensation plan maintained by Moog Inc. and therefore the reporting person paid no price for the shares received upon the vesting of the performance-based restricted stock units.
3. Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
4. 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.
5. Each restricted stock unit (RSU) represents a contingent right to receive one share of Moog Inc.'s Class B common stock.
6. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.
7. 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 11/28/2025
** 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 insider transaction did Moog Inc. (MOG) report for Stuart K. Mclachlan?

Moog Inc. reported that Vice President Stuart K. Mclachlan had 3,100 shares of Class B Common issued to him on 11/25/2025 upon the vesting of performance-based restricted stock units previously granted under the 2014 Long Term Incentive Plan.

Why were Moog Inc. (MOG) shares withheld from Stuart K. Mclachlan?

The filing states that 1,457 Class B Common shares were withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to Mclachlan. These withheld shares are reported as a disposition at $220 per share.

How many Moog Inc. shares does Stuart K. Mclachlan own after the Form 4 transactions?

Following the reported transactions, Mclachlan beneficially owns 5,983 shares of Class B Common stock directly and 1,451 shares of Class A Common stock directly, as shown in Table I of the filing.

What new restricted stock units did Stuart K. Mclachlan receive from Moog Inc.?

The filing reports that Mclachlan holds 766 restricted stock units (RSUs) granted under the Moog Inc. 2025 Long Term Incentive Plan. According to the explanation, 33.33% of these RSUs will vest on November 15, 2026, November 15, 2027, and November 15, 2028, and each RSU represents the right to receive one share of Class B common stock.

What stock appreciation rights (SARs) does Stuart K. Mclachlan hold in Moog Inc.?

Table II shows multiple stock appreciation right (SAR) awards on Moog’s Class B Common stock granted under the 2014 Long Term Incentive Plan. These SARs have exercise prices including $71.648, $82.31, $80.19, $85.95, $73.39, and $83, with underlying share amounts ranging from 1,089 to 3,737 and expiration dates from 11/15/2026 through 11/16/2031. The SARs become exercisable ratably over three years beginning on the first anniversary of the grant date.

Did Stuart K. Mclachlan pay any price for the newly vested Moog Inc. shares?

No cash price was paid for the 3,100 Class B Common shares issued on 11/25/2025. The explanation notes that the performance-based restricted stock units were granted under an equity incentive compensation plan, so the reporting person paid no price for the shares received upon vesting.