Woodward Inc SEC Filings

Woodward, Inc. reported a strong start to fiscal 2026 with sharply higher sales, earnings, and cash flow. Net sales for the quarter ended December 31, 2025 rose to $996,454 from $772,725, driven by growth in both Aerospace and Industrial segments. Net earnings increased to $133,719 from $87,091, with diluted earnings per share up to $2.17 from $1.42.

Aerospace sales reached $634,897, helped by commercial, services, and defense demand, while Industrial sales rose to $361,557, led by transportation and oil and gas. Operating cash flow improved to $114,437 from $34,516, supporting $44,129 of capital spending and significant share repurchases under $600,000 and new $1,800,000 buyback authorizations. The GE Aerospace joint venture contributed $15,377 of equity earnings and $14,000 of cash distributions.

The company completed the Safran electromechanical actuation acquisition for $40,286, expanding its Aerospace portfolio. Subsequent to quarter-end, the Board declared a $0.32 per share dividend and approved a plan to wind down the China on-highway natural gas truck business, expecting pre-tax charges of approximately $20,000 to $25,000, mostly in the second and third quarters of fiscal 2026.

Woodward, Inc. held its Annual Meeting of Stockholders on January 28, 2026, where five proposals were voted on and all were approved. Stockholders elected David Hess, Mary Petryszyn, and Tana Utley to three-year terms on the Board of Directors.

Investors also approved an advisory resolution on executive compensation, ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending September 30, 2026, and supported two charter amendments. One amendment removes certain supermajority voting requirements, and another eliminates cumulative voting rights in director elections.

Woodward, Inc. filed a current report to disclose that it has reported results of operations for the first quarter of its fiscal year 2026. The company states that detailed financial results are contained in a press release furnished as Exhibit 99.1 and incorporated by reference.

The filing is made under the results of operations and financial condition item, and is signed on behalf of Woodward by Executive Vice President and Chief Financial Officer William F. Lacey. Woodward’s common stock continues to trade on the Nasdaq Global Select Market under the symbol WWD.

Woodward, Inc. reported that its Board of Directors approved a quarterly cash dividend of $0.32 per share on January 28, 2026. This dividend will be paid on March 5, 2026 to stockholders who are on record as of February 19, 2026. The filing also notes a related press release dated February 2, 2026.

Woodward, Inc. approved a plan to wind down its on-highway natural gas truck manufacturing operations in China, a business that has not consistently contributed to overall financial performance. The wind-down, which affects the Industrial segment portfolio, is expected to be substantially completed by the end of fiscal year 2026.

The company expects cumulative pre-tax charges of approximately $20 million to $25 million. This includes $3 million to $4 million of non-cash facility and other asset-related charges, $5 million to $7 million in employee-related severance and benefits, and $12 million to $14 million related to anticipated contract termination costs, inventory write-downs, and other exit costs. About $15 million to $20 million of these charges are expected to result in future cash expenditures, with most charges recognized and most cash payments occurring in the second and third quarters of fiscal 2026.

Woodward, Inc.'s EVP and COO reported an option exercise and share sale. On 12/15/2025, the executive exercised 5,000 non-qualified stock options at $83.24 per share, acquiring the same number of Woodward common shares. On the same day, 5,000 shares were sold at $297.88 per share under a Rule 10b5-1 trading plan that was adopted on July 30, 2025.

After these transactions, the officer directly held 15,135 Woodward shares and indirectly held 490 shares through the Woodward Retirement Savings Plan. The executive also continued to hold 13,386 stock options with an $83.24 exercise price, expiring on 10/03/2032, which become exercisable as to 25% of the shares on 10/03/2023 and 25% on each one-year anniversary thereafter.

Woodward, Inc. will hold a virtual annual stockholder meeting on January 28, 2026 to elect three directors, hold an advisory say‑on‑pay vote, ratify Deloitte & Touche LLP as independent auditor, and vote on two charter amendments. The Board recommends voting FOR all five proposals, including eliminating certain supermajority voting requirements and removing cumulative voting rights in director elections.

The proxy highlights another year of record results in fiscal 2025, with net sales of $3.6 billion, up 7% from the prior year, and record diluted earnings per share of $7.19, up 20%. Aerospace sales rose 14% while Industrial sales declined 3%. Net cash provided by operating activities was $471 million, and Woodward returned $235 million to stockholders through $170 million of share repurchases and $65 million of dividends.

The filing describes a pay program in which short‑term incentive payouts for fiscal 2025 were 127% of target and long‑term incentives are split evenly between time‑based equity and performance‑based awards tied to relative total shareholder return. It also details Board composition, committee responsibilities, director compensation, and Woodward’s governance practices and sustainability focus.

Woodward, Inc. director reported exercising stock options and selling shares of the company’s common stock. On December 4, 2025, the director exercised 7,000 non-qualified stock options at an exercise price of $62.57 per share, receiving 7,000 shares.

That same day, the director sold 6,056 shares at a weighted average price of $300.69 per share and 944 shares at a weighted average price of $301.19 per share in open-market transactions, totaling 7,000 shares sold. After these trades, the director beneficially owns 9,610 shares directly and 23,450 shares indirectly through the Dianne Sengstack 2020 Dynasty Trust, over which the director has sole voting and investment power. Following the exercise, no options remain from this grant, which was exercisable beginning October 3, 2017 and expiring October 3, 2026.

Woodward, Inc. reported that an officer serving as EVP and COO exercised 5,000 non-derivative stock options for Woodward common stock on 12/03/2025 at a price of $117.64 per share, then sold 5,000 shares the same day at $298.49 per share under a Rule 10b5-1 trading plan adopted on July 30, 2025.

After these transactions, the officer directly owned 15,135 Woodward common shares and held 490 shares indirectly through the Woodward Retirement Savings Plan, based on a calculation as of November 28, 2025. The officer also beneficially owned 14,700 non-qualified stock options with an exercise price of $117.64 that are fully vested and exercisable and expire on 10/01/2031.