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Moog (MOG) CFO exercises SARs, nets Class B shares after tax

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

Rhea-AI Filing Summary

MOOG INC. CFO Jennifer Walter exercised 1,000 Stock Appreciation Rights (SARs) linked to Class B common stock at an exercise price of $71.648 per share. The exercise generated 387 Class B shares after 613 shares were withheld to cover tax obligations at a fair market value of $343.39 per share.

Following these transactions, she directly holds 14,681 Class B common shares and 4,604 Class A common shares, plus additional equity incentives including SARs covering 28,825 underlying Class B shares and 1,532 RSUs that each convert into one Class B share. The activity reflects routine compensation-related option exercises and tax withholding rather than open-market buying or selling.

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*
Walter Jennifer

(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)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026
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 03/11/2026 M 1,000 A $71.648 15,294 D
Class B Common 03/11/2026 F 613(1) D $343.39 14,681 D
Class A Common 4,604 D
Class B Common(2) 770 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
SAR(3) $71.648 03/11/2026 M 1,000 (4) 11/15/2026 Class B Common 1,000 $0 0 D
SAR(3) $82.31 (4) 11/14/2027 Class B Common 1,611 1,611 D
SAR(3) $80.19 (4) 11/13/2028 Class B Common 1,741 1,741 D
SAR(3) $85.95 (4) 11/12/2029 Class B Common 11,323 11,323 D
SAR(3) $73.39 (4) 11/17/2030 Class B Common 7,611 7,611 D
SAR(3) $83 (4) 11/16/2031 Class B Common 6,539 6,539 D
RSU(5) (6) (5) (5) Class B Common 1,532 1,532 D
Explanation of Responses:
1. This represents the difference between the number of SARs exercised (1,000) and the number of shares issued as a result of the exercise (387). 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 ($343.39) 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 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 Jennifer Walter 03/12/2026
** 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) CFO Jennifer Walter report in this Form 4?

Moog CFO Jennifer Walter reported exercising 1,000 stock appreciation rights (SARs) into Class B common stock. The exercise yielded 387 shares after tax withholding, updating her direct and incentive-based equity holdings in the company.

How many Moog (MOG) SARs did the CFO exercise and at what price?

She exercised 1,000 Stock Appreciation Rights at an exercise price of $71.648 per underlying Class B share. The fair market value on the exercise date was $343.39 per share, determining the number of shares issued before tax withholding.

Why were 613 Moog (MOG) shares withheld in this insider transaction?

In connection with the SAR exercise, 613 Class B shares were withheld to satisfy Moog’s tax withholding obligations. This is a non-market, administrative disposition used to cover taxes due on the equity compensation event.

What are the CFO’s Moog (MOG) share holdings after these transactions?

After the Form 4 transactions, the CFO directly holds 14,681 Class B common shares and 4,604 Class A common shares, plus indirect ownership of 770 Class B shares in a 401(k) plan, as well as multiple SAR and RSU awards.

What Moog (MOG) derivative awards and RSUs does the CFO still hold?

She retains several SAR grants over Class B stock with exercise prices from $73.39 to $85.95, covering 28,825 underlying shares, expiring between 2027 and 2031. She also holds 1,532 Restricted Stock Units, each representing one future Class B share.
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