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Moog Inc. (MOG) officer discloses RSU vesting, SAR grants and share ownership

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

Rhea-AI Filing Summary

Moog Inc. vice president reports equity award vesting and updated holdings. A Moog Inc. officer reported the vesting of 3,100 shares of Class B common stock on 11/25/2025 from performance-based restricted stock units granted on November 15, 2022 under the company’s 2014 Long Term Incentive Plan. No cash was paid for these shares because they were issued under an equity incentive compensation plan. On the same date, 1,450 Class B shares were withheld at a price of $220 per share to cover taxes on the vested units.

After these transactions, the reporting person directly owns 8,190 shares of Class B common stock and 581 shares of Class A common stock, plus indirect holdings of 198 Class A shares through the Moog UK Share Incentive Plan and 1,993 equivalent Class B shares through the Moog Inc. Retirement Savings Plan. The filing also lists outstanding restricted stock units that settle in Class B shares and several tranches of stock appreciation rights with exercise prices ranging from $71.65 to $85.95 and expirations between 11/15/2026 and 11/16/2031.

Positive

  • None.

Negative

  • None.
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*
WILKINSON PAUL

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

(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(1) $0(2) 9,640 D
Class B Common 11/25/2025 F(3) 1,450 D $220 8,190 D
Class A Common 581 D
Class A Common 198 I SIP(4)
Class B Common(5) 1,993 I 401(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
RSU(6) (7) (6) (6) Class B Common 766 766 D
SAR(8) $71.65 (9) 11/15/2026 Class B Common 2,000 2,000 D
SAR(8) $82.31 (9) 11/14/2027 Class B Common 6,181 6,181 D
SAR(8) $80.19 (9) 11/13/2028 Class B Common 6,988 6,988 D
SAR(8) $85.95 (9) 11/12/2029 Class B Common 6,794 6,794 D
SAR(8) $73.39 (9) 11/17/2030 Class B Common 4,452 4,452 D
SAR(8) $83 (9) 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. Reflects shares held in Moog UK Share Incentive Plan (SIP) as of the most recent statement to participants.
5. Reflects equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants.
6. 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.
7. Each restricted stock unit (RSU) represents a contingent right to receive one share of Moog Inc.'s Class B common stock.
8. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.
9. 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 Paul Wilkinson 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 its vice president?

The officer reported the vesting of 3,100 shares of Moog Inc. Class B common stock on 11/25/2025, issued upon achievement of performance goals under the 2014 Long Term Incentive Plan.

Why were 1,450 Moog Inc. (MOG) Class B shares disposed of in this Form 4?

The 1,450 Class B shares were withheld at $220 per share to satisfy tax obligations related to the settlement of previously granted performance-based restricted stock units.

How many Moog Inc. shares does the reporting person own after the reported transactions?

Following the reported transactions, the officer directly owns 8,190 Class B and 581 Class A Moog Inc. shares, and indirectly holds 198 Class A shares in the Moog UK Share Incentive Plan and 1,993 equivalent Class B shares in the Moog Inc. Retirement Savings Plan.

What restricted stock units (RSUs) are reported in this Moog Inc. (MOG) Form 4?

The filing notes RSUs granted under the Moog Inc. 2025 Long Term Incentive Plan, where 33.33% of the total RSUs vest on each of November 15, 2026, November 15, 2027, and November 15, 2028. Each RSU represents a contingent right to receive one share of Class B common stock.

What stock appreciation rights (SARs) does the Moog Inc. officer hold?

The officer holds several tranches of Stock Appreciation Rights (SARs) granted under the Moog Inc. 2014 Long Term Incentive Plan, with exercise prices between $71.65 and $85.95, each tied to Moog Class B common stock and becoming exercisable ratably over three years starting on the first anniversary of the grant date, with expirations from 11/15/2026 through 11/16/2031.

Did the reporting person pay cash for the Moog Inc. shares received upon RSU vesting?

No. The performance-based restricted stock units were granted under a Moog Inc. equity incentive compensation plan, so the reporting person paid no price for the Class B shares received upon vesting.

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