Woodward (WWD) EVP Karrie Bem reports RSU grant and tax share withholding

Rhea-AI Filing Summary

Woodward, Inc. executive Karrie M. Bem reported equity compensation activity. On February 10, 2026, Bem received a grant of 989 shares of Woodward, Inc. common stock at $0.00 per share in the form of Restricted Stock Units (RSUs). RSUs vest 34% on February 10, 2027 and 33% on each one-year anniversary thereafter, with one share delivered per vested RSU plus additional shares from dividend reinvestment.

On the same date, 172 shares at $391.53 per share were disposed of to cover withholding taxes upon vesting of prior RSU awards; these shares were withheld by the company and were not issued to or sold by Bem. Following these transactions, Bem directly owned 4,574 shares and indirectly held 32 shares through the Woodward Retirement Savings Plan based on a February 9, 2026 calculation.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bem Karrie M.

Role EVP, Gen Counsel & Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Woodward, Inc. Common Stock	989	$0.00	--
Tax Withholding	Woodward, Inc. Common Stock	172	$391.53	$67K
holding	Woodward, Inc. Common Stock	--	--	--

Holdings After Transaction: Woodward, Inc. Common Stock — 4,746 shares (Direct); Woodward, Inc. Common Stock — 32 shares (Indirect, By Woodward Retirement Savings Plan)

Footnotes (1)

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. 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. 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.

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
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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).

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 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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Woodward, Inc. Common Stock	02/10/2026		A		989(1)	A	$0.00	4,746	D
Woodward, Inc. Common Stock	02/10/2026		F(2)		172	D	$391.53	4,574	D
Woodward, Inc. Common Stock								32	I	By Woodward Retirement Savings Plan(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"). 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. 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.

3. 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.
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FAQ

What insider transaction did Woodward (WWD) report for Karrie M. Bem?

Woodward reported that EVP and General Counsel Karrie M. Bem received 989 shares of common stock via an RSU grant on February 10, 2026. The filing also shows tax-related share withholding and updated direct and indirect ownership totals following these equity compensation events.

How many Woodward (WWD) shares were granted to Karrie M. Bem in the RSU award?

Karrie M. Bem received a grant tied to 989 Woodward common shares at $0.00 per share. These are Restricted Stock Units that convert into one share each upon vesting, plus certain additional shares from the company’s dividend reinvestment provisions linked to RSU awards.

What is the vesting schedule for Karrie M. Bem’s Woodward (WWD) RSUs?

The RSUs vest 34% of the award on February 10, 2027, then 33% on each one-year anniversary. Upon each vesting date, Bem receives one Woodward common share per vested RSU, along with additional shares from the RSU dividend reinvestment provisions described in the filing.

Why were 172 Woodward (WWD) shares disposed of in Karrie M. Bem’s Form 4?

The 172 shares were withheld by Woodward to cover withholding taxes related to vesting of RSUs granted in a previous year. The filing clarifies these shares were not issued to or sold by Karrie M. Bem, but used solely to satisfy tax obligations.

How many Woodward (WWD) shares does Karrie M. Bem own after the reported transactions?

After the February 10, 2026 transactions, Karrie M. Bem directly owned 4,574 Woodward common shares. She also indirectly held 32 shares through the Woodward Retirement Savings Plan, based on ownership information calculated as of February 9, 2026 in the filing.

What indirect Woodward (WWD) holdings does Karrie M. Bem report?

Karrie M. Bem reports 32 Woodward common shares held indirectly through the Woodward Retirement Savings Plan. The filing notes this plan balance is based on a calculation as of February 9, 2026, reflecting her retirement plan’s holdings separate from her direct share ownership.