Woodward CFO granted RSUs, shares withheld for tax

Woodward EVP and CFO William F. Lacey reported routine equity compensation activity.

Accepted by SEC EDGAR 02/12/2026 - 04:08 PM EST

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Rhea-AI Filing Summary

Woodward EVP and CFO William F. Lacey reported routine equity compensation activity. On February 10, 2026, he acquired 2,043 shares of Woodward, Inc. common stock at $0.00 per share as a grant of restricted stock units (RSUs). These RSUs vest 34% on February 10, 2027 and 33% on each of the next two one-year anniversaries, with additional shares issued under dividend reinvestment provisions.

On the same date, 332 shares were withheld by the company at $391.53 per share to satisfy tax withholding due on previously granted RSUs; these shares were not issued to or sold by Lacey. After these transactions, he directly held 16,253 shares and indirectly held 211 shares through the Woodward Retirement Savings Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lacey William F.

Role EVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Woodward, Inc. Common Stock	2,043	$0.00	$0.00
Exercise Price or Tax Liability	Woodward, Inc. Common Stock	332	$391.53	$130K
Holding	Woodward, Inc. Common Stock	--	--	--

Holdings After Transaction: Woodward, Inc. Common Stock — 16,253 shares (Direct); Woodward, Inc. Common Stock — 211 shares (Indirect, By Woodward Retirement Savings Plan)

Holdings Before and After: Woodward, Inc. Common Stock, 14,542 to 16,253 shares (Direct)

Footnotes (4)

F1. The reporting person was granted an award of Restricted Stock Units ("RSUs"). RSUs vest at a rate of 34% of the award on February 10, 2027 and 33% each one-year anniversary thereafter. Upon vesting, the reporting person will receive one share of Woodward, Inc. Common Stock per RSU granted, as well as certain additional shares to be issued in connection with the dividend reinvestment provisions of the Issuer's RSU awards.
F2. Total includes 65 additional shares and units issued in connection with the dividend reinvestment provisions of the Issuer's RSU awards.
F3. The shares reported as disposed of were withheld by the Issuer in order to cover withholding taxes in connection with the vesting of RSUs granted to the reporting person in a previous year. These shares were not issued to or sold by the reporting person.
F4. 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 February 9, 2026.

FAQ

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What did Woodward (WWD) CFO William F. Lacey report in this Form 4?

Woodward EVP and CFO William F. Lacey reported an equity grant and related tax withholding. He received 2,043 restricted stock units and had 332 shares withheld by the company to cover taxes from earlier RSU vesting.

How many Woodward (WWD) shares did the CFO acquire in the latest filing?

The CFO acquired 2,043 shares of Woodward, Inc. common stock via a restricted stock unit grant. The shares were awarded at $0.00 per share as part of his equity compensation, not purchased in the open market.

What is the vesting schedule for the new Woodward (WWD) RSU grant?

The RSU grant vests 34% of the award on February 10, 2027, then 33% on each of the next two one-year anniversaries. Additional shares may be issued under the company’s dividend reinvestment provisions tied to RSU awards.

Were any Woodward (WWD) shares sold by the CFO in this Form 4?

No shares were sold by the CFO. The 332 shares reported as disposed of were withheld by Woodward to cover tax obligations from previously vested RSUs and were not issued to or sold by William F. Lacey.

How many Woodward (WWD) shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly held 16,253 shares of Woodward, Inc. common stock. He also indirectly held 211 shares through the Woodward Retirement Savings Plan, based on plan information as of February 9, 2026.

What indirect Woodward (WWD) holdings does the CFO report?

The CFO reports indirect ownership of 211 Woodward, Inc. shares through the Woodward Retirement Savings Plan. This figure is based on a plan calculation as of February 9, 2026, and is reported separately from his directly held shares.

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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^*

Lacey William F.

(Last)

(First)

(Middle)

1081 WOODWARD WAY

(Street)

FORT COLLINS

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Woodward, Inc. Common Stock	02/10/2026		A		2,043⁽¹⁾	A	$0.00	16,585⁽²⁾	D
Woodward, Inc. Common Stock	02/10/2026		F⁽³⁾		332	D	$391.53	16,253	D
Woodward, Inc. Common Stock								211	I	By Woodward Retirement Savings Plan⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person was granted an award of Restricted Stock Units ("RSUs"). RSUs vest at a rate of 34% of the award on February 10, 2027 and 33% each one-year anniversary thereafter. Upon vesting, the reporting person will receive one share of Woodward, Inc. Common Stock per RSU granted, as well as certain additional shares to be issued in connection with the dividend reinvestment provisions of the Issuer's RSU awards.

2. Total includes 65 additional shares and units issued in connection with the dividend reinvestment provisions of the Issuer's RSU awards.

3. The shares reported as disposed of were withheld by the Issuer in order to cover withholding taxes in connection with the vesting of RSUs granted to the reporting person in a previous year. These shares were not issued to or sold by the reporting person.

4. 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 February 9, 2026.

	Rebecca L. Dees, by Power of Attorney	02/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR