Woodward’s Karrie Bem reports 433-share unvested award

Available on EDGAR 11/13/2026 - 07:31 PM EST Accepted by SEC EDGAR 11/13/2026 - 07:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Karrie M. Bem, Woodward, Inc.’s EVP, Gen Counsel & Corp Sec, reported an award covering 433 common shares issuable upon vesting and settlement under performance restricted stock units for fiscal 2026–2028. The shares remain unvested and subject to final performance certification, the award agreement and the 2017 Omnibus Incentive Plan. The fiscal 2026 factor was certified at 200%, the maximum, and is one of three equally weighted annual factors used to determine final vesting after fiscal 2028.

Insider Trade Summary

Grant/Award: 433 shares

Grant/Award 1 txn

Insider Bem Karrie M.

Role EVP, Gen Counsel & Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Woodward, Inc. Common Stock F1	433	$0.00	$0.00
Holding	Woodward, Inc. Common Stock F2	--	--	--

Holdings After Transaction: Woodward, Inc. Common Stock — 4,080 shares (Direct); Woodward, Inc. Common Stock — 78 shares (Indirect, By Woodward Retirement Savings Plan)

Holdings Before and After: Woodward, Inc. Common Stock, 3,647 to 4,080 shares (Direct)

Footnotes (2)

1. F1. Represents shares of common stock issuable upon vesting and settlement of the reporting person's return on invested capital ("ROIC") performance restricted stock units granted on November 26, 2025 for the fiscal years 2026 through 2028 performance period (the "FY26-28 ROIC PSUs"), consisting of 432 shares attributable to fiscal year 2026 performance and 1 share attributable to accrued dividend equivalents. On November 10, 2026, the Human Capital & Compensation Committee certified the fiscal year 2026 ROIC performance factor at 200%, the maximum level. This factor is one of three equally weighted annual factors that will be averaged after fiscal year 2028 to determine the number of shares that will vest under the FY26-28 ROIC PSUs. The reported shares remain unvested and subject to final performance certification, the terms of the applicable award agreement, and the Company's 2017 Omnibus Incentive Plan.
2. F2. The information in this report regarding the number of shares held by the reporting person in the Woodward Retirement Savings Plan is based on a calculation as of November 12, 2026.

Key Figures

Award shares: 433 shares Fiscal 2026 ROIC performance factor: 200% Shares attributable to fiscal 2026 performance: 432 shares +3 more

6 metrics

Award shares 433 shares Reported November 10, 2026; shares remain unvested and subject to final performance certification and award terms.

Fiscal 2026 ROIC performance factor 200% Certified at the maximum level on November 10, 2026.

Shares attributable to fiscal 2026 performance 432 shares Part of the reported award.

Accrued dividend equivalents 1 share Part of the reported award.

Direct shares following transaction 4,080 shares Reported position following the award.

Woodward Retirement Savings Plan shares 78 shares Indirect holdings calculated as of November 12, 2026.

Key Terms

ROIC performance restricted stock units, performance factor, dividend equivalents, final performance certification, +1 more

5 terms

ROIC performance restricted stock units financial

"ROIC performance restricted stock units granted for the fiscal years 2026 through 2028"

performance factor financial

"fiscal year 2026 ROIC performance factor at 200%, the maximum level"

dividend equivalents financial

"1 share attributable to accrued dividend equivalents"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

final performance certification technical

"subject to final performance certification"

2017 Omnibus Incentive Plan financial

"subject to the Company’s 2017 Omnibus Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stock award did Karrie M. Bem report for WWD?

Karrie M. Bem reported an award covering 433 shares on November 10, 2026, including 432 shares attributable to fiscal 2026 performance and one share attributable to accrued dividend equivalents. The shares remain unvested pending final performance certification and are subject to the award agreement and 2017 Omnibus Incentive Plan. No Rule 10b5-1 plan is reported.

How is Karrie M. Bem’s WWD performance award vesting determined?

The fiscal 2026 ROIC performance factor was certified at 200%, the maximum. It is one of three equally weighted annual factors to be averaged after fiscal 2028 to determine the number of shares that will vest; the reported shares remain subject to final performance certification and the award terms.

What were Karrie M. Bem’s reported WWD share holdings after the award?

Bem’s reported direct position after the award was 4,080 shares. She also reported 78 shares held indirectly through the Woodward Retirement Savings Plan, based on a calculation as of November 12, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
Estimated average burden
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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bem Karrie M.

(Last) (First) (Middle)

1081 WOODWARD WAY

(Street)

FORT COLLINS COLORADO 80524

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Woodward, Inc. [ WWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Gen Counsel & Corp Sec

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Woodward, Inc. Common Stock	11/10/2026		A		433(1)	A	$0	4,080	D
Woodward, Inc. Common Stock								78	I	By Woodward Retirement Savings Plan(2)

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

Explanation of Responses:

1. Represents shares of common stock issuable upon vesting and settlement of the reporting person's return on invested capital ("ROIC") performance restricted stock units granted on November 26, 2025 for the fiscal years 2026 through 2028 performance period (the "FY26-28 ROIC PSUs"), consisting of 432 shares attributable to fiscal year 2026 performance and 1 share attributable to accrued dividend equivalents. On November 10, 2026, the Human Capital & Compensation Committee certified the fiscal year 2026 ROIC performance factor at 200%, the maximum level. This factor is one of three equally weighted annual factors that will be averaged after fiscal year 2028 to determine the number of shares that will vest under the FY26-28 ROIC PSUs. The reported shares remain unvested and subject to final performance certification, the terms of the applicable award agreement, and the Company's 2017 Omnibus Incentive Plan.

2. The information in this report regarding the number of shares held by the reporting person in the Woodward Retirement Savings Plan is based on a calculation as of November 12, 2026.

	Rebecca L. Dees, by Power of Attorney	11/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)