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Moog (NYSE: MOG) CEO Patrick Roche details RSU vesting and SAR grants

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

Rhea-AI Filing Summary

Moog Inc. Chief Executive Officer Patrick J. Roche reported equity compensation activity involving the company’s Class A and Class B common stock. On November 25, 2025, he acquired 16,434 shares of Class B common stock at $0, reflecting the vesting of performance-based restricted stock units granted in 2022 under Moog’s long-term incentive plan. The company withheld 8,390 Class B shares at a price of $220 per share to cover taxes due on this vesting, leaving Roche with 26,783 Class B shares held directly and 18,661 Class A shares held directly, plus 555 Class B shares in a retirement savings plan. He also reports 7,658 restricted stock units tied to Class B shares that vest in three annual installments starting November 15, 2026, as well as multiple tranches of stock appreciation rights over Class B shares with exercise prices ranging from $71.648 to $85.95 and expiration dates from 2026 through 2031.

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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*
ROCHE PATRICK J

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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) 16,434 A(1) $0(2) 35,173 D
Class B Common 11/25/2025 F(3) 8,390 D $220 26,783 D
Class A Common 18,661 D
Class B Common(4) 555 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(5) (6) (5) (5) Class B Common 7,658 7,658 D
SAR(7) $71.648 (8) 11/15/2026 Class B Common 10,000 10,000 D
SAR(7) $82.31 (8) 11/14/2027 Class B Common 6,181 6,181 D
SAR(7) $80.19 (8) 11/13/2028 Class B Common 6,988 6,988 D
SAR(7) $85.95 (8) 11/12/2029 Class B Common 6,794 6,794 D
SAR(7) $73.39 (8) 11/17/2030 Class B Common 4,452 4,452 D
SAR(7) $83 (8) 11/16/2031 Class B Common 8,757 8,757 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 equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants.
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.
7. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.
8. 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 Patrick J. Roche 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 (MOG) report for its CEO on November 25, 2025?

Moog Inc. reported that CEO Patrick J. Roche acquired 16,434 shares of Class B common stock on November 25, 2025 through the vesting of performance-based restricted stock units granted in 2022 under the company’s long-term incentive plan.

Why were 8,390 Moog (MOG) Class B shares disposed of in this Form 4?

The 8,390 Class B shares shown as disposed of were withheld to satisfy tax obligations arising from the settlement of performance-based restricted stock units in shares, at a price of $220 per share.

How many Moog (MOG) shares does the CEO hold after the reported transactions?

After the reported activity, CEO Patrick J. Roche holds 26,783 Class B common shares directly, 18,661 Class A common shares directly, and 555 Class B shares indirectly through a Moog Inc. Retirement Savings Plan.

What restricted stock units (RSUs) were reported by the Moog (MOG) CEO?

The CEO reported 7,658 restricted stock units (RSUs) under the Moog Inc. 2025 Long Term Incentive Plan. Each RSU represents a right to receive one Class B share, with 33.33% of the RSUs vesting on November 15, 2026, November 15, 2027, and November 15, 2028.

What stock appreciation rights (SARs) over Moog (MOG) shares does the CEO report?

The CEO holds multiple tranches of stock appreciation rights (SARs) over Class B common stock, with exercise prices including $71.648, $82.31, $80.19, $85.95, $73.39, and $83 and underlying share amounts such as 10,000, 6,181, 6,988, 6,794, 4,452, and 8,757 shares. These SARs become exercisable ratably over three years starting one year after each grant date and expire between November 15, 2026 and November 16, 2031.

What is the purpose of the Moog (MOG) long-term incentive plans mentioned in the Form 4?

The filing references the Moog Inc. 2014 Long Term Incentive Plan and the Moog Inc. 2025 Long Term Incentive Plan, under which performance-based restricted stock units, RSUs, and stock appreciation rights were granted to the CEO as part of his equity-based compensation.

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