WWD executive reports RSU withholding; 2,354 direct shares remain

Rhea-AI Filing Summary

Woodward, Inc. (WWD) executive reported a small tax-withholding sale tied to RSU vesting. The filing shows that on 10/03/2025 the reporting person had 29 shares of Woodward common stock withheld to cover taxes at a price of $257.72 per share; those shares were not sold on the open market. After the withholding, the reporting person directly beneficially owned 2,354 shares and indirectly held 845 shares through the Woodward Retirement Savings Plan (calculated as of 10/03/2025).

The report is filed by a single reporting person who is an executive (EVP and President, Aerospace) and a director. The filing clarifies the withholding action and the basis for the Plan balance; no open-market disposition or additional derivative activity is reported.

Positive

• Shares withheld were for tax purposes only, not open-market sales, indicating routine RSU handling
• Substantial retained ownership: 2,354 shares direct and 845 shares indirect via the Plan as of 10/03/2025

Negative

• 29 shares were disposed (withheld) to cover taxes at $257.72, reducing reported holdings slightly

Insights

Corporate Governance Analyst

Small RSU withholding, continued insider ownership signal.

The filing documents that 29 RSU shares were withheld to satisfy tax obligations upon vesting rather than sold externally; this is a routine administrative step following equity compensation vesting on 10/03/2025. The reporting person remains an executive and director with combined direct and indirect holdings totaling 3,199 shares when adding the Plan balance.

This action reduces the reported share count by a marginal amount and does not indicate an open-market sale or change in board/executive status. Monitor future Form 4s for any market sales or option exercises over the next 12 months that would materially change beneficial ownership.

Compensation Analyst

Withholding used to cover taxes on vested RSUs; confirms equity-based pay usage.

The explanation clarifies the withheld shares were used only for tax withholding tied to restricted stock units, implying the company uses RSUs as part of executive compensation. The Plan share count (845 shares) is presented as a calculated balance as of 10/03/2025, which helps reconcile total beneficial ownership reported.

For compensation cost or dilution analysis, this filing alone provides limited numeric impact; track cumulative RSU vesting schedules and future withholdings through subsequent filings to assess annual equity compensation expense and potential share count effects.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McLevige Shawn M

Role EVP and President, Aerospace

Type	Security	Shares	Price	Value
Tax Withholding	Woodward, Inc. Common Stock	29	$257.72	$7K
holding	Woodward, Inc. Common Stock	--	--	--

Holdings After Transaction: Woodward, Inc. Common Stock — 2,354 shares (Direct); Woodward, Inc. Common Stock — 845 shares (Indirect, By Woodward Retirement Savings Plan)

Footnotes (1)

1. The shares reported as disposed of were withheld by the Issuer in order to cover withholding taxes in connection with the vesting of restricted stock units ("RSUs"). 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 (the "Plan") is based on a calculation as of October 3, 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^*

McLevige Shawn 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 and President, Aerospace

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		F(1)		29	D	$257.72	2,354	D
Woodward, Inc. Common Stock								845	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. The shares reported as disposed of were withheld by the Issuer in order to cover withholding taxes in connection with the vesting of restricted stock units ("RSUs"). These shares were not issued to or sold by the Reporting Person.

2. The information in this report regarding the number of shares held by the reporting person in the Woodward Retirement Savings Plan (the "Plan") is based on a calculation as of October 3, 2025.

	Rebecca L. Dees, by Power of Attorney	10/07/2025
	** 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 the Woodward (WWD) Form 4 filed on 10/07/2025 report?

It reported that on 10/03/2025 29 shares were withheld to satisfy taxes from RSU vesting at a price of $257.72, and the reporting person held 2,354 direct shares plus 845 indirect shares in the Plan.

Were the 29 shares sold on the open market in the WWD filing?

No. The filing states the 29 shares were withheld by the issuer to cover withholding taxes and were not issued to or sold by the reporting person.

Who is the reporting person on the WWD Form 4?

The reporting person is an executive and director serving as EVP and President, Aerospace, with the address listed in Fort Collins, CO.

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

Following the withholding, the reporting person beneficially owned 2,354 shares directly and 845 shares indirectly via the Woodward Retirement Savings Plan (calculated as of 10/03/2025), totaling 3,199 shares combined.

Why were the Plan-held shares reported separately in the WWD filing?

The filing explains the Plan balance is a calculated amount as of 10/03/2025, and indirect ownership through the Woodward Retirement Savings Plan must be disclosed separately from direct holdings.