[8-K] Woodward, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• $1.8 billion, three-year share repurchase authorization approved by the Board.
• Completion of prior $600 million share repurchase authorization in November 2025.

Negative

• None.

Insights

Equity Capital Markets Analyst

Woodward adds a sizable $1.8B, three-year share repurchase program after completing a prior $600M authorization.

Woodward, Inc. has authorized a new $1.8 billion share repurchase program over three years, following completion of a prior $600 million authorization in November 2025. A buyback authorization allows a company to purchase its own shares in the open market or through other methods, within the approved limit.

The company states that repurchases may occur from time to time using various methods, at its discretion and subject to market conditions. The authorization explicitly does not require a specific dollar amount or number of shares to be repurchased and can be modified, suspended, or discontinued at any time, so actual repurchase activity will depend on future decisions by the company.

The filing also notes that the announcement was accompanied by a press release dated November 20, 2025, listed as Exhibit 99.1. Subsequent company disclosures can provide details on actual repurchase activity under this authorization as it progresses over the three-year period.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 20, 2025

_______________________________

Woodward, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	000-8408	36-1984010
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1081 Woodward Way

Fort Collins, Colorado 80524

(Address of Principal Executive Offices) (Zip Code)

(970) 482-5811

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001455	WWD	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On November 20, 2025, Woodward, Inc. (the “Company”) announced that its Board of Directors has approved a new $1.8 billion, three-year share repurchase authorization. The Company completed its prior $600 million authorization in November 2025. The shares may be repurchased from time to time using various methods, subject to market conditions and the Company’s discretion. The new authorization does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time.

A copy of the press release announcing the new share repurchase authorization is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1		Press Release of Woodward, Inc. dated November 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Woodward, Inc.
Dated: November 20, 2025	By:	/s/ William F. Lacey
		William F. Lacey
		Executive Vice President and Chief Financial Officer

FAQ

What did Woodward, Inc. (WWD) announce in this 8-K filing?

Woodward, Inc. announced that its Board approved a new $1.8 billion, three-year share repurchase authorization for its common stock.

How large is Woodward’s new share repurchase authorization?

The new authorization permits Woodward to repurchase up to $1.8 billion of its shares over a three-year period.

What happened to Woodward’s prior share repurchase program?

Woodward completed its prior $600 million share repurchase authorization in November 2025.

Is Woodward required to repurchase a specific amount of shares under this plan?

No. The authorization does not obligate Woodward to repurchase a specific dollar amount or number of shares.

Can Woodward change or cancel the new $1.8 billion repurchase authorization?

Yes. The company states the authorization may be modified, suspended or discontinued at any time.

How will Woodward execute the share repurchases under this authorization?

The company states that shares may be repurchased from time to time using various methods, subject to market conditions and at its discretion.

Where can investors find more details about Woodward’s new repurchase program?

A press release dated November 20, 2025 describing the new share repurchase authorization is filed as Exhibit 99.1.