[Form 4] MOOG INC. Insider Trading Activity

Rhea-AI Filing Summary

Jennifer Walter, Chief Financial Officer of Moog Inc., reported exercises of Stock Appreciation Rights (SARs) on 09/19/2025. She exercised 667 SARs with an exercise price of $63.04 and a fair market value of $199.74, resulting in 223 Class A common shares issued to her and 444 Class A shares withheld to satisfy tax-withholding obligations. After the transactions she beneficially owned 5,048 Class A shares and 10,434 Class B shares directly, plus an indirect holding of 739 equivalent shares in the company retirement plan. The filing also lists multiple outstanding SAR grants across 2025–2031 with exercise prices and underlying Class A or B share amounts.

Positive

• Executive retained meaningful ownership: After the exercise, the reporting person still beneficially owns 5,048 Class A and 10,434 Class B shares, indicating continued alignment with shareholders.
• Clear disclosure of tax withholding: The filing explains that 444 shares were withheld to satisfy tax obligations, improving transparency.

Negative

• Net issued shares reduced by withholding: Withholding of 444 Class A shares lowered the number of shares actually delivered to the reporting person.
• Potential future dilution from outstanding SARs: Multiple SAR grants remain exercisable across 2025–2031, which could lead to additional share issuance if exercised.

Insights

Financial Analyst

TL;DR: Routine executive SAR exercise with partial share withholding for taxes; overall insider still holds meaningful equity.

The filing documents a standard Stock Appreciation Right exercise by the CFO, yielding 223 Class A shares issued and 444 shares withheld for tax obligations. The transaction does not indicate a cash sale; it reflects compensation realization and continued insider ownership of both Class A and Class B shares. Outstanding SAR schedules show multi-year vesting and substantial future equity exposure tied to share price performance.

Corporate Governance Expert

TL;DR: Disclosure is consistent with executive compensation policies; withholding to cover taxes is clearly explained.

The Form 4 provides transparent detail on the mechanics of the SAR exercise and the tax-withholding treatment that reduced newly issued shares. It also discloses indirect holdings in the retirement plan and lists the vesting cadence and exercise prices for remaining SARs, enabling assessment of potential future insider dilution and alignment with shareholder interests.

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
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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)
09/19/2025

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	09/19/2025		M		667	A	$63.04	5,048	D
Class A Common	09/19/2025		F		444(1)	D	$199.74	4,604	D
Class B Common								10,434	D
Class B Common(2)								739	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	09/19/2025		M			667	(4)	11/17/2025	Class A Common	667	$0	0	D
SAR(3)	$71.648							(4)	11/15/2026	Class B Common	2,000		2,000	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

Explanation of Responses:

1. This represents the difference between the number of SARs exercised (667) and the number of shares issued as a result of the exercise (223). 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 ($199.74) 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 Jennifer Walter	09/22/2025
	** 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 did Moog Inc. CFO Jennifer Walter report on Form 4 (MOG)?

She reported exercising 667 SARs on 09/19/2025, receiving 223 Class A shares with 444 Class A shares withheld for taxes, and retaining 5,048 Class A and 10,434 Class B shares.

How many shares were withheld for taxes in this transaction?

444 Class A shares were withheld to satisfy the company’s tax withholding obligations related to the SAR exercise.

What is the exercise price and fair market value reported for the SAR exercise?

Exercise price: $63.04 per SAR; Fair market value on exercise date: $199.74 per share.

Does the filing show other outstanding SARs for Jennifer Walter?

Yes. The Form 4 lists multiple outstanding SARs with various exercise prices and vesting through 2031, totaling several thousand underlying Class A or B shares.

Are there any indirect holdings disclosed?

Yes. The filing shows 739 equivalent shares held indirectly through the Moog Inc. Retirement Savings Plan.