Woodward Inc SEC Filings

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.

Woodward, Inc. (WWD) files its annual report describing a global business built around energy control and optimization solutions for the aerospace and industrial markets. The company designs and services fuel, air, combustion, motion control, and electronic systems used on commercial and military aircraft, turbines, engines, and power equipment.

Woodward operates through two reportable segments, Aerospace and Industrial, and serves major OEMs such as RTX, Boeing, GE Aerospace, Rolls‑Royce, Caterpillar, and Weichai. Remaining performance obligations (backlog) totaled $3,420,028 at October 31, 2025, with Aerospace at $2,683,116 and Industrial at $736,912. Sales to its five largest customers were about 36% of consolidated net sales in fiscal 2025, though no single customer exceeded 10% of total sales.

Government-related business is significant: sales to U.S. government entities, directly and indirectly, represented 20% of 2025 sales. Woodward employed roughly 10,200 full‑time members as of October 31, 2025, with about 30% outside the U.S. and notable union representation in the U.S. and Germany. As of March 31, 2025, non‑affiliate market value was about $7.09 billion, and as of November 24, 2025, 59,868,975 common shares were outstanding.

Woodward, Inc. filed a current report to announce that it has released its results of operations for the fourth quarter and fiscal year ended September 30, 2025. The company states that these results are detailed in a news release dated November 24, 2025, which is furnished as Exhibit 99.1 to the report and incorporated by reference. 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 has approved a new $1.8 billion, three-year share repurchase authorization. This follows the completion of its prior $600 million share repurchase authorization in November 2025. The new program allows Woodward to buy back its common stock from time to time using various methods, at the company’s discretion and subject to market conditions. The authorization does not obligate Woodward to repurchase a specific dollar amount or number of shares and may be modified, suspended, or discontinued at any time.

Woodward, Inc. director Mary D. Petryszyn elected to defer her 2025 director retainer fees into phantom stock units under the Woodward Executive Benefit Plan, with the deferral executed on 10/07/2025. The deferral purchased 101.182 phantom stock units valued at $254.49 each, which are accrued under the plan and will be settled 1-for-1 into common stock at the distribution date chosen by the participant or earlier upon separation from the company. Following this transaction the filing reports 1,180.87 shares beneficially owned (direct).

The filing is a routine Section 16 Form 4 reporting a compensation-related deferral rather than an open-market purchase or sale. The units represent deferred compensation and fluctuate in reported share-equivalent amounts because they are calculated by dividing the deferred dollar amount by the then-current share price.

Woodward, Inc. (WWD) executive reported a small tax-withholding sale tied to RSU vesting. The filing shows that on 10/03/2025 the reporting person had 29 shares of Woodward common stock withheld to cover taxes at a price of $257.72 per share; those shares were not sold on the open market. After the withholding, the reporting person directly beneficially owned 2,354 shares and indirectly held 845 shares through the Woodward Retirement Savings Plan (calculated as of 10/03/2025).

The report is filed by a single reporting person who is an executive (EVP and President, Aerospace) and a director. The filing clarifies the withholding action and the basis for the Plan balance; no open-market disposition or additional derivative activity is reported.

Initial Form 3 filed for Shawn M. McLevige reporting his beneficial ownership in Woodward, Inc. (WWD). He directly owns 2,383 shares and indirectly owns 845 shares through the Woodward Retirement Savings Plan, for a total of 3,228 shares. The report discloses exercisable non-qualified stock options covering 12,576 underlying shares with exercise prices ranging from $81.03 to $137.76; several option tranches are fully vested or vest 25% on specified anniversaries. The filing identifies Mr. McLevige as an EVP and President, Aerospace and an officer of the company.