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[Form 4] MOOG INC. Insider Trading Activity

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

Rhea-AI Filing Summary

Donald R. Fishback, a director of Moog Inc. (MOG / MOGA/MOGB), reported multiple stock appreciation right (SAR) exercises and related share transactions. On 09/29/2025 he exercised SARs resulting in the acquisition of 6,667 Class B and 3,333 Class A shares at exercise prices of $65.90 and $63.04 respectively, with shares withheld to satisfy tax obligations so the net issued shares were reduced (explanations show 2,219 and 1,084 shares issued). He also reported dispositions under Rule 10b5-1 or similar codes (F) reducing Class B and Class A holdings. Following the transactions his direct beneficial ownership in Class B totaled 18,744 shares and in Class A totaled 6,339 shares, with additional indirect holdings through various trusts and the company 401(k).

Positive

  • Director exercised SARs that converted incentive awards into equity, which can align executive interests with shareholders
  • Filing discloses indirect holdings across trusts and the 401(k), providing transparent ownership detail

Negative

  • Net disposals (code F) reduced direct share counts in both Class A and Class B, lowering reported direct ownership
  • Significant share withholding for taxes reduced the number of shares actually issued on SAR exercise, complicating net ownership change

Insights

TL;DR: Routine insider SAR exercises with share withholding for taxes and some disposals; ownership remains meaningful but changes are modest.

The filing shows director-level exercises of SARs that generated share issuances and simultaneous withholding to satisfy tax obligations, which is a common practice and not an atypical liquidity event. Net reported beneficial ownership still includes several indirect holdings across trusts and the company retirement plan, preserving alignment with shareholders. The disposals reported under code F reduce direct share counts but appear to reflect standard post-exercise withholding or portfolio rebalancing rather than signaling material corporate change.

TL;DR: Disclosure is timely and detailed; trustee and trust holdings are properly reported but increase complexity for ownership analysis.

The report discloses multiple indirect ownership vehicles (grantor retained annuity trusts, irrevocable trusts, living trusts) and 401(k) holdings, which complicates simple direct-ownership interpretation. The explanations accurately describe how withheld shares satisfied tax withholding on SAR exercises. From a governance perspective, the filing meets Section 16 transparency standards and does not show unusual compensation treatment or unexplained transfers.

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).
1. Name and Address of Reporting Person*
FISHBACK DONALD R

(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)
09/29/2025
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 09/29/2025 M 6,667 A $65.9 18,744 D
Class B Common 09/29/2025 F 4,448(1) D $206 14,296 D
Class A Common 09/29/2025 M 3,333 A $63.04 6,339 D
Class A Common 09/29/2025 F 2,249(2) D $204.64 4,090 D
Class A Common 10,000 I Trust(3)
Class A Common 9,273 I Trust(4)
Class A Common 8,754 I Trust(3)
Class A Common 8,500 I Trust(5)
Class A Common 7,680 I Trust(6)
Class A Common 673 I Trust(7)
Class B Common(8) 267 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(9) $65.9 09/29/2025 M 6,667 (10) 11/17/2025 Class B Common 6,667 $0 0 D
SAR(9) $63.04 09/29/2025 M 3,333 (10) 11/17/2025 Class A Common 3,333 $0 0 D
SAR(9) $71.648 (10) 11/15/2026 Class B Common 10,000 10,000 D
SAR(9) $80.19 (10) 11/13/2028 Class B Common 6,988 6,988 D
SAR(9) $82.31 (10) 11/14/2027 Class B Common 6,181 6,181 D
Explanation of Responses:
1. This represents the difference between the number of SARs exercised (6,667) and the number of shares issued as a result of the exercise (2,219). 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 ($206.00) and the exercise price ($65.90). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
2. This represents the difference between the number of SARs exercised (3,333) and the number of shares issued as a result of the exercise (1,084). 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 ($204.64) and the exercise price ($63.04). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
3. Shares held by a grantor retained annuity trust of which the reporting person is the trustee.
4. Shares held by an irrevocable trust of which the reporting person's spouse is the trustee.
5. Shares held by a grantor retained annuity trust of which the reporting person's spouse is the trustee.
6. Shares held by a living trust of which the reporting person's spouse is the trustee.
7. Shares held by a living trust of which the reporting person is the trustee.
8. Reflects shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants.
9. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.
10. 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 Donald R. Fishback 10/01/2025
** 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 transactions did Donald R. Fishback file on Form 4 for MOG?

The Form 4 reports SAR exercises on 09/29/2025 resulting in acquisitions of 6,667 Class B and 3,333 Class A shares and related dispositions/withholdings under code F that reduced net issued shares.

How many shares does Fishback beneficially own after the transactions?

Following the reported transactions, Fishback directly beneficially owned 18,744 Class B shares and 6,339 Class A shares, plus additional indirect holdings through various trusts and a 401(k).

Why were shares withheld after SAR exercises?

The filing explains withheld shares represent amounts retained to satisfy the company’s tax withholding obligations when SARs were exercised.

Do the Form 4 transactions indicate any unusual compensation practices at Moog (MOG)?

The transactions reflect standard SAR exercises and tax withholding; the filing provides routine disclosures without indicating atypical compensation treatment.

When were the SARs exercisable and what are notable future exercisable grants?

Some SARs exercised became exercisable 09/29/2025; other outstanding SARs listed have staggered exercisable dates through 2026–2028 with varying strike prices as disclosed.
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