Woodward (WWD) CEO receives RSU grant as shares withheld for taxes

Rhea-AI Filing Summary

Woodward, Inc.'s Chairman and CEO Charles P. Blankenship reported equity compensation activity. On February 10, 2026, he acquired 7,968 shares of Woodward common stock at $0.00 per share through a grant of restricted stock units (RSUs). The RSUs vest 34% on February 10, 2027 and 33% on each of the next two anniversaries, with dividend reinvestment adding extra shares over time. To cover withholding taxes on previously granted RSUs that vested, 1,896 shares were withheld by the company at $391.53 per share and were not sold by him. After these transactions, he directly holds 69,824 shares and indirectly holds 361 shares through the Woodward Retirement Savings Plan.

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).

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^*

Blankenship Charles P

(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
X	Officer (give title below)		Other (specify below)
	Chairman of the Board and CEO

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		7,968(1)	A	$0.00	71,720(2)	D
Woodward, Inc. Common Stock	02/10/2026		F(3)		1,896	D	$391.53	69,824	D
Woodward, Inc. Common Stock								361	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)
				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. Total includes 40 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.
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FAQ

What insider transaction did Woodward (WWD) report for Charles P. Blankenship?

Woodward reported that Chairman and CEO Charles P. Blankenship received 7,968 shares of common stock via a restricted stock unit grant. In a related tax-withholding transaction, 1,896 shares were withheld by the company, leaving him with 69,824 directly held shares after the activity.

How do the new RSUs granted to Woodward (WWD)'s CEO vest over time?

The new restricted stock units granted to Woodward’s CEO vest 34% on February 10, 2027, then 33% on each of the next two yearly anniversaries. Upon each vesting, he receives one Woodward common share per RSU, plus additional shares from dividend reinvestment features.

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

No, the Form 4 states that 1,896 shares were withheld by Woodward to satisfy withholding taxes on previously granted RSUs. The footnote clarifies these shares were not issued to or sold by Charles P. Blankenship in an open-market transaction.

How many Woodward (WWD) shares does the CEO own after the reported transactions?

After the reported transactions, Charles P. Blankenship directly owns 69,824 Woodward common shares. He also has an indirect holding of 361 shares through the Woodward Retirement Savings Plan, based on a plan calculation as of February 9, 2026.

What role do dividend reinvestment provisions play in Woodward (WWD) RSU awards?

The filing explains that Woodward’s RSU awards include dividend reinvestment provisions that add extra shares or units. For this CEO grant, total holdings include 40 additional shares and units that arose from these provisions, increasing his reported beneficial ownership slightly over the base RSU grant.