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Moog insider reports SAR exercise, share withholding for taxes

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

Rhea-AI Filing Summary

Moog Inc. (MOG) reported an insider equity transaction by a director. On 10/28/2025, the director exercised 5,000 stock appreciation rights (SARs) on Class A Common at an exercise price of $63.04 1,718 shares based on a fair market value of $211.58. To cover taxes, 3,282 shares were withheld

Following these transactions, the director reported beneficial ownership of 41,040 Class A Common shares (direct) and 35,783 Class B Common shares (direct). Indirect holdings include 30,846 Class A Common shares (spouse) and 3,549 Class B Common shares $73.39 and $85.95 expiring from 11/17/2030 to 11/16/2031, plus earlier-dated grants through 11/12/2029.

Positive

  • None.

Negative

  • None.

Insights

Neutral Form 4: SAR exercise with tax withholding recorded.

A Moog director exercised $63.04 SARs for 5,000 units on 10/28/2025, yielding 1,718 Class A shares based on a $211.58 fair value. The filing also records 3,282 shares withheld to satisfy taxes. This is a routine equity compensation event and does not, by itself, signal strategy or operations changes.

Post-transaction, direct holdings are 41,040 Class A and 35,783 Class B shares, with additional indirect positions via a spouse and a retirement plan. The holder retains multiple SAR grants on Class B Common with stated exercise prices and expirations through 2031. Actual impact depends on future exercises and market prices.

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*
Scannell John

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025
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 A Common 10/28/2025 M 5,000 A $63.04 44,322 D
Class A Common 10/28/2025 F 3,282(1) D $211.58 41,040 D
Class B Common 35,783 D
Class A Common 30,846 I Spouse
Class B Common(2) 3,549 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) $63.04 10/28/2025 M 5,000 (4) 11/17/2025 Class A Common 5,000 $0 0 D
SAR(3) $71.648 (4) 11/15/2026 Class B Common 20,000 20,000 D
SAR(3) $82.31 (4) 11/14/2027 Class B Common 18,543 18,543 D
SAR(3) $80.19 (4) 11/13/2028 Class B Common 27,949 27,949 D
SAR(3) $85.95 (4) 11/12/2029 Class B Common 33,969 33,969 D
SAR(3) $73.39 (4) 11/17/2030 Class B Common 25,130 25,130 D
SAR(3) $83 (4) 11/16/2031 Class B Common 23,352 23,352 D
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 (1,718). 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 ($211.58) and the exercise price ($63.04). 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.
Remarks:
/s/ Eric Moss, as Power of Attorney for John R. Scannell 10/30/2025
** 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?

A director exercised 5,000 SARs on Class A Common 3,282 shares withheld for taxes 10/28/2025.

At what prices were the SAR exercise and valuation recorded for Moog (MOG)?

The SARs had an exercise price of $63.04 and used a fair market value of $211.58 to determine shares issued.

How many shares does the insider hold after the transactions at Moog (MOG)?

Reported beneficial ownership: 41,040 Class A (direct), 35,783 Class B (direct), 30,846 Class A (spouse), and 3,549 Class B (Retirement Savings Plan).

What derivative awards remain outstanding for the Moog (MOG) insider?

Multiple SAR grants on Class B Common remain, with exercise prices from $73.39 to $85.95 and expirations through 11/16/2031.

What do the transaction codes M and F mean in Moog’s (MOG) filing?

Code M indicates an exercise of a derivative security; Code F reflects shares withheld to satisfy tax obligations.

How many shares were issued from the SAR exercise at Moog (MOG)?

The exercise issued 1,718 Class A shares, with additional shares withheld for taxes as disclosed.
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