[Form 4] MOOG INC. Insider Trading Activity

Rhea-AI Filing Summary

Moog Inc. director John R. Scannell reported the exercise of Stock Appreciation Rights (SARs) on September 17, 2025, resulting in a net increase in his Class B common stock holdings. He exercised 10,000 SARs with an exercise reference price of $65.90, producing a cash/share value based on a reported fair market value of $200.00 at exercise. Following withholding to satisfy tax obligations, 3,236 shares were issued to Mr. Scannell and 6,764 shares were withheld. After the transactions his direct beneficial ownership reported is 42,547 Class B shares and 39,322 Class A shares indirectly held, plus spouse and 401(k) holdings disclosed. Multiple outstanding SARs and schedules with varying exercise prices and vesting dates remain in his equity profile.

Positive

• Director increased economic stake: 10,000 SARs exercised resulted in issuance of shares, demonstrating continued equity ownership.
• Long-term alignment: Multiple outstanding SAR tranches vesting through 2031 indicate ongoing incentive alignment with shareholder value creation.

Negative

• Tax withholding reduced issued shares: 6,764 shares were withheld to satisfy tax obligations, leaving only 3,236 shares issued from the exercise.
• No open-market purchase disclosed: The exercise was settled via share issuance and withholding rather than a cash purchase, so no additional liquidity to the company.

Insights

Corporate Governance Expert

TL;DR: Director exercised SARs and received net shares after tax withholding, showing continued equity alignment with shareholders.

The reported exercise of 10,000 SARs at a $65.90 reference results in issuance of 3,236 shares and withholding of 6,764 shares to cover taxes, per the filers explanation. This is a routine, compensatory equity event under the companys long-term incentive plan and indicates ongoing vesting/exercise activity rather than a change in governance or control. The director retains sizable holdings across Class A and Class B shares and multiple outstanding SAR tranches with staggered vesting through 2031, preserving long-term alignment with shareholder interests.

Securities Analyst

TL;DR: Transaction is standard insider exercise; modest dilution from SARs is offset by withholding, no immediate market-impacting sale reported.

The Form 4 documents a non-sale exercise: 10,000 SARs exercised with shares issued net of tax withholding rather than an open-market disposition. Withheld shares (6,764) reduce the net increase in free-floating shares from this event. The filer still holds material positions in Class A and Class B shares and multiple SAR awards across several future vesting dates, suggesting no abrupt shift in insider liquidity behavior. From a trading-impact perspective, this disclosure is neutral absent additional selling or large 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
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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^*

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)
09/17/2025

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	09/17/2025		M		10,000	A	$65.9	42,547	D
Class B Common	09/17/2025		F		6,764(1)	D	$200	35,783	D
Class A Common								39,322	D
Class A Common								30,846	I	Spouse
Class B Common(2)								3,408	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)	$65.9	09/17/2025		M			10,000	(4)	11/17/2025	Class B Common	10,000	$0	0	D
SAR(3)	$63.04							(4)	11/17/2025	Class A Common	5,000		5,000	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 (10,000) and the number of shares issued as a result of the exercise (3,236). 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 ($200.00) and the exercise price ($65.90). 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	09/19/2025
	** 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 John R. Scannell report on Moog Inc. (MOG) Form 4?

He reported exercising 10,000 SARs on 09/17/2025, resulting in 3,236 shares issued and 6,764 shares withheld for taxes.

How many Moog shares does the reporting person beneficially own after the transaction?

The Form 4 shows 42,547 Class B shares and 39,322 Class A shares reported as beneficially owned following the transaction.

Were the SARs exercised sold on the market?

No sale was reported; the exercise was settled by issuing shares and withholding shares for taxes, not by an open-market sale.

What is the significance of the withheld shares?

The 6,764 withheld shares represent shares retained to satisfy the company's tax withholding obligations related to the SAR exercise.

Are there additional equity awards outstanding for the reporting person?

Yes; the filing lists multiple SAR tranches with varying exercise prices and vesting dates through 2031 covering tens of thousands of underlying shares.