[Form 4] Woodward, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Woodward, Inc. (WWD) director Tana Leigh Utley received a grant of 610 restricted stock units (RSUs) on 10/01/2025. The RSUs vest 100% on 10/01/2026, with each vested RSU converting into one share of common stock plus additional shares from dividend reinvestment provisions. After the grant the reporting person beneficially owned 2,601 shares in total, which includes 4 extra shares from dividend reinvestment, and 81 shares are held indirectly in the Kent R. Utley Revocable Trust over which the reporting person shares voting and investment power.

Positive

• 610 RSUs granted that align director incentives with shareholder value
• 100% vesting on 10/01/2026 provides clear, time‑based retention linkage
• Dividend reinvestment will yield 4 additional shares, preserving economic value

Negative

• No performance conditions disclosed—award vests solely on service (single date)
• Concentration of indirect holdings in a family trust (81 shares) may limit direct public share disposition visibility

Insights

Corporate Governance Expert

Director awarded time‑based equity that vests in one year.

The filing shows a 610 RSU award granted on 10/01/2025 that vests 100% on 10/01/2026, aligning the director's equity stake with future company performance over the next year. Time‑based vesting ties retention incentives to continued service rather than immediate sale.

The report also discloses 81 shares held indirectly in a family trust and a total beneficial ownership of 2,601 shares after the grant, which is relevant for assessing director alignment with shareholders.

Executive Compensation Expert

Grant structure is standard: RSUs with dividend reinvestment.

The RSUs convert one‑for‑one to common stock on vesting and include additional shares from the issuer's dividend reinvestment provisions (noted as 4 extra shares). This preserves economic equivalence with share ownership during the vesting period.

The single vesting date (10/01/2026) indicates a short‑term retention focus rather than multi‑year performance hurdles.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Utley Tana Leigh

(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)
10/01/2025

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
Woodward, Inc. Common Stock	10/01/2025		A		610(1)	A	$0.00	2,601(2)	D
Woodward, Inc. Common Stock								81	I	Kent R. Utley Revocable Trust(3)

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. The reporting person was granted an award of Restricted Stock Units ("RSUs"). All such RSUs will vest 100% on October 1, 2026. 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 4 additional shares and units issued in connection with the dividend reinvestment provisions of the Issuer's RSU awards.

3. Shares held indirectly in the Kent R. Utley Revocable Trust, for which the reporting person's spouse is the trustee and over which the reporting person has shared voting and investment power.

	Rebecca L. Dees, by Power of Attorney	10/03/2025
	** 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 did Woodward (WWD) director Tana Leigh Utley receive on 10/01/2025?

The director was granted 610 restricted stock units (RSUs) on 10/01/2025.

When do the RSUs granted to the director vest?

The RSUs vest 100% on 10/01/2026.

How many shares does the reporting person beneficially own after the grant?

The filing reports a total beneficial ownership of 2,601 shares following the reported transaction.

Are there any indirect holdings disclosed by the reporting person?

Yes, 81 shares are held indirectly in the Kent R. Utley Revocable Trust, with shared voting and investment power.

Did the RSU award include dividend reinvestment?

Yes; the RSUs include dividend reinvestment provisions that resulted in 4 additional shares or units.