Woodward COO Cromwell reports 1,092-share unvested award

Available on EDGAR 11/13/2026 - 07:26 PM EST Accepted by SEC EDGAR 11/13/2026 - 07:26 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Woodward, Inc. EVP and COO Thomas G. Cromwell reported an award acquisition involving 1,092 shares issuable upon vesting and settlement of FY26-28 ROIC performance restricted stock units on November 10, 2026. The shares remain unvested and subject to final performance certification, the award agreement and the 2017 Omnibus Incentive Plan. The committee certified the FY2026 ROIC performance factor at 200%, the maximum level; it is one of three equally weighted annual factors to be averaged after FY2028 to determine vesting. Cromwell held 16,758 shares directly following the transaction and also reported 538 shares held indirectly through Woodward Retirement Savings Plan, based on a calculation as of November 12, 2026.

Insider Trade Summary

Grant/Award: 1,092 shares

Grant/Award 1 txn

Insider Cromwell Thomas G

Role EVP and COO

Type	Security	Shares	Price	Value
Grant/Award	Woodward, Inc. Common Stock F1	1,092	$0.00	$0.00
Holding	Woodward, Inc. Common Stock F2	--	--	--

Holdings After Transaction: Woodward, Inc. Common Stock — 16,758 shares (Direct); Woodward, Inc. Common Stock — 538 shares (Indirect, By Woodward Retirement Savings Plan)

Holdings Before and After: Woodward, Inc. Common Stock, 15,666 to 16,758 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 1,090 shares attributable to fiscal year 2026 performance and 2 shares 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: 1,092 shares FY2026 ROIC performance factor: 200% Direct shares following transaction: 16,758 shares +3 more

6 metrics

Award shares 1,092 shares Reported on November 10, 2026; issuable upon vesting and settlement of FY26-28 ROIC performance restricted stock units.

FY2026 ROIC performance factor 200% Certified at the maximum level; one of three equally weighted annual factors to be averaged after FY2028.

Direct shares following transaction 16,758 shares Cromwell's reported direct holding following the transaction.

Retirement plan shares 538 shares Held indirectly through Woodward Retirement Savings Plan, based on a calculation as of November 12, 2026.

FY2026-attributed shares 1,090 shares Attributed to FY2026 performance within the reported award shares.

Accrued dividend equivalents 2 shares Included in the reported award shares.

Key Terms

FY26-28 ROIC PSUs, ROIC performance factor, dividend equivalents, 2017 Omnibus Incentive Plan

4 terms

FY26-28 ROIC PSUs financial

"shares attributable to the FY26-28 ROIC PSUs"

ROIC performance factor financial

"certified the fiscal year 2026 ROIC performance factor at 200%"

dividend equivalents financial

"2 shares 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.

2017 Omnibus Incentive Plan technical

"terms of the Company's 2017 Omnibus Incentive Plan"

FAQ

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

How many shares were reported in Thomas G. Cromwell's WWD award?

Cromwell reported an award acquisition involving 1,092 shares on November 10, 2026. The shares are issuable upon vesting and settlement of performance restricted stock units and remain unvested.

What determines vesting of Thomas G. Cromwell's WWD ROIC performance units?

The units cover the FY2026 through FY2028 performance period, and the FY2026 ROIC performance factor was certified at 200%, the maximum level. It is one of three equally weighted annual factors averaged after FY2028 to determine vesting; the reported shares remain subject to final performance certification and the award terms.

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^*

Cromwell Thomas G

(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 and COO

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		1,092(1)	A	$0	16,758	D
Woodward, Inc. Common Stock								538	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 1,090 shares attributable to fiscal year 2026 performance and 2 shares 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)