Moog Form 4: Director Exercises SARs; 6,764 Shares Withheld for Taxes
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | SAR | 10,000 | $0.00 | -- |
| Exercise | Class B Common | 10,000 | $65.90 | $659K |
| Tax Withholding | Class B Common | 6,764 | $200.00 | $1.35M |
| holding | SAR | -- | -- | -- |
| holding | SAR | -- | -- | -- |
| holding | SAR | -- | -- | -- |
| holding | SAR | -- | -- | -- |
| holding | SAR | -- | -- | -- |
| holding | SAR | -- | -- | -- |
| holding | SAR | -- | -- | -- |
| holding | Class A Common | -- | -- | -- |
| holding | Class A Common | -- | -- | -- |
| holding | Class B Common | -- | -- | -- |
Footnotes (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. Reflects equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan. SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant.
