Woodward EVP McLevige acquires 391 unvested shares

Available on EDGAR 11/13/2026 - 07:32 PM EST Accepted by SEC EDGAR 11/13/2026 - 07:31 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Woodward, Inc. EVP and President, Aerospace Shawn M. McLevige reported an award-related acquisition covering 391 shares on November 10, 2026, tied to performance restricted stock units granted in 2025. The reported shares comprise 390 shares attributable to fiscal 2026 performance and one accrued dividend equivalent. They remain unvested and subject to final performance certification, the award agreement and the company’s 2017 Omnibus Incentive Plan.

The committee certified the fiscal 2026 return on invested capital performance factor at 200%, the maximum level. It is one of three equally weighted annual factors to be averaged after fiscal 2028 to determine vesting. McLevige reported 3,448 shares held directly following the transaction and 894 shares indirectly through the Woodward Retirement Savings Plan, based on a calculation as of November 12, 2026.

Insider Trade Summary

Grant/Award: 391 shares

Grant/Award 1 txn

Insider McLevige Shawn M

Role EVP and President, Aerospace

Type	Security	Shares	Price	Value
Grant/Award	Woodward, Inc. Common Stock F1	391	$0.00	$0.00
Holding	Woodward, Inc. Common Stock F2	--	--	--

Holdings After Transaction: Woodward, Inc. Common Stock — 3,448 shares (Direct); Woodward, Inc. Common Stock — 894 shares (Indirect, By Woodward Retirement Savings Plan)

Holdings Before and After: Woodward, Inc. Common Stock, 3,057 to 3,448 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 390 shares attributable to fiscal year 2026 performance and 1 share 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-related shares: 391 shares Fiscal 2026 ROIC performance factor: 200% Direct shares following transaction: 3,448 shares +1 more

4 metrics

Award-related shares 391 shares Reported on November 10, 2026; includes 390 shares attributable to fiscal 2026 performance and one accrued dividend equivalent.

Fiscal 2026 ROIC performance factor 200% Certified at the maximum level; one of three equally weighted annual factors.

Direct shares following transaction 3,448 shares McLevige’s reported direct holding after the transaction.

Retirement Savings Plan shares 894 shares Held indirectly through the Woodward Retirement Savings Plan, based on a calculation as of November 12, 2026.

Key Terms

return on invested capital, performance restricted stock units, dividend equivalents

3 terms

return on invested capital financial

"return on invested capital ("ROIC") performance restricted stock units"

A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.

performance restricted stock units financial

"FY26-28 ROIC PSUs"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

dividend equivalents financial

"1 share 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.

FAQ

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

How many WWD shares did Shawn M. McLevige report in the award transaction?

He reported an award-related acquisition covering 391 shares on November 10, 2026: 390 shares attributable to fiscal 2026 performance and one accrued dividend equivalent. The shares remain unvested and subject to final performance certification, the award agreement and Woodward’s 2017 Omnibus Incentive Plan.

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^*

McLevige Shawn M

(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 President, Aerospace

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		391(1)	A	$0	3,448	D
Woodward, Inc. Common Stock								894	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 390 shares attributable to fiscal year 2026 performance and 1 share 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)