WWD director converts 2025 retainer to 101.182 phantom stock units

Rhea-AI Filing Summary

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.

Positive

• Director alignment with shareholders via deferral into company-settled equity units
• Clear plan mechanics: units convert 1-for-1 into common stock at distribution or separation

Negative

• Deferred units are not yet issued shares, so they carry settlement timing risk and are recorded as accrued compensation
• Reported share-equivalent amount can fluctuate because the number of units is calculated using the then-current share price

Insights

Corporate Governance Analyst

Director deferred 2025 retainer into phantom units to take stock-settled compensation.

The director used the Executive Benefit Plan to convert her 10/07/2025 retainer into 101.182 phantom stock units, each valued at $254.49. These units are recorded as accrued compensation and convert on a one-for-one basis into common shares at the participant's chosen distribution date or upon separation.

This structure aligns a director's compensation with equity performance while keeping the award as deferred pay until settlement; reported share-equivalents can change because they are calculated by dividing dollars deferred by the then-current share price. Monitor the distribution election timing for voting/liquidity effects within the next reported disclosure cycle.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Petryszyn Mary D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	101.182	$254.49	$26K

Holdings After Transaction: Phantom Stock — 1,180.87 shares (Direct)

Footnotes (1)

1. Represents deferred director retainer fees invested in phantom stock units under the terms of the Woodward Executive Benefit Plan (the "Plan"). Phantom stock units are accrued under the Plan and are to be settled in 100% common stock on a one-for-one basis at the distribution date specified at the time of election, or if earlier, upon separation from the Issuer. The total shown represents the dollar amount of director retainer fees deferred, divided by the then current share price and, therefore, the number of shares reported may fluctuate from period to period. Pursuant to an election made by Ms. Petryszyn to defer her 2025 director retainer fees pursuant to the Plan, her director retainer fee was invested in phantom stock units on October 7, 2025.

Form 4 Insider Transactions: What Each Field Means →

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^*

Petryszyn Mary D

(Last) (First) (Middle)

1081 WOODWARD WAY

(Street)

FORT COLLINS CO 80524

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

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

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

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

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

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
Phantom Stock	(1)(2)	10/07/2025		A		101.182		(1)(2)	(1)(2)	Woodward, Inc. Common Stock	101.182	$254.49	1,180.87	D

Explanation of Responses:

1. Represents deferred director retainer fees invested in phantom stock units under the terms of the Woodward Executive Benefit Plan (the "Plan"). Phantom stock units are accrued under the Plan and are to be settled in 100% common stock on a one-for-one basis at the distribution date specified at the time of election, or if earlier, upon separation from the Issuer. The total shown represents the dollar amount of director retainer fees deferred, divided by the then current share price and, therefore, the number of shares reported may fluctuate from period to period.

2. Pursuant to an election made by Ms. Petryszyn to defer her 2025 director retainer fees pursuant to the Plan, her director retainer fee was invested in phantom stock units on October 7, 2025.

	Rebecca L. Dees, by Power of Attorney	10/08/2025
	** 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.

FAQ

What transaction did Mary D. Petryszyn report on Form 4 for WWD?

She reported deferring her 2025 director retainer into 101.182 phantom stock units on 10/07/2025 under the Executive Benefit Plan.

How are the phantom stock units settled for WWD directors?

Phantom stock units are accrued and settled 1-for-1 in common stock at the distribution date elected or earlier upon separation from the company.

What dollar value per unit was used in the reported transaction?

The filing shows a per-unit value of $254.49 for the phantom stock units purchased with the deferred retainer.

How many shares does the filing show as beneficially owned after the transaction?

The Form 4 reports 1,180.87 shares beneficially owned following the reported transaction.

Does this Form 4 report a market purchase or sale of Woodward common stock?

No. The Form 4 documents a compensation deferral into phantom stock units, not an open-market purchase or sale.