WWD Form 4: CEO RSU withholding reduces direct holdings to 63,712 shares

Rhea-AI Filing Summary

Woodward, Inc. director and CEO Charles P. Blankenship reported a change in beneficial ownership related to the vesting of restricted stock units. On 10/03/2025 1,119 shares were recorded as disposed at a price of $257.72; those shares were withheld by the company to cover withholding taxes and were not sold by the reporting person. After the transaction, the reporting person beneficially owned 63,712 shares directly, plus 361 shares held indirectly through the Woodward Retirement Savings Plan. The report notes 92 additional shares/units credited from RSU dividend reinvestment and is dated 10/07/2025.

Positive

• Transaction was an administrative withholding of 1,119 shares to cover taxes rather than an open-market sale
• Beneficial ownership remains substantial at 63,712 shares direct plus 361 indirect
• Dividend reinvestment added 92 shares/units to the reported total

Negative

• Reported disposition reduced direct holdings by 1,119 shares
• No detail on future vesting schedule—timing and size of further withholdings are not disclosed

Insights

Insider Transactions Analyst

TL;DR: The change reflects tax-withholding on vesting RSUs, not an open-market sale.

The report shows 1,119 shares were withheld at $257.72 to cover taxes when restricted stock units vested on 10/03/2025, which is a common administrative outcome that reduces reported share count without a market trade by the executive. The remaining direct beneficial ownership is 63,712 shares, with 361 shares held indirectly in a company retirement plan.

Key items to watch over the next few quarters include any additional RSU vesting events that could trigger similar withholdings and changes in total beneficial ownership disclosures around executive compensation dates.

Corporate Governance Specialist

TL;DR: Filing discloses standard withholding for taxes and dividend reinvestment credits.

The explanatory notes explicitly state the withheld shares were used to satisfy tax obligations and were not issued to or sold by the reporting person, which clarifies the nature of the disposition. The report also records 92 shares/units from dividend reinvestment tied to RSU awards, slightly increasing the total holdings.

Monitor public filings for future Form 4 entries near compensation vesting dates to confirm whether ownership trends reflect continued retention or active selling by management within upcoming quarter reporting cycles.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Blankenship Charles P

Role Chairman of the Board and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Woodward, Inc. Common Stock	1,119	$257.72	$288K
holding	Woodward, Inc. Common Stock	--	--	--

Holdings After Transaction: Woodward, Inc. Common Stock — 63,712 shares (Direct); Woodward, Inc. Common Stock — 361 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. Total includes 92 additional shares and units issued in connection with the dividend reinvestment provisions of the Issuer's RSU awards. 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 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^*

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)
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)		1,119	D	$257.72	63,712(2)	D
Woodward, Inc. Common Stock								361	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 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. Total includes 92 additional shares and units issued in connection with the dividend reinvestment provisions of the Issuer's RSU awards.

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 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 Charles P. Blankenship report on the Form 4 for WWD?

He reported that 1,119 shares were disposed of via withholding at a price of $257.72 related to RSU vesting on 10/03/2025, and he beneficially owns 63,712 shares directly plus 361 indirectly.

Were the 1,119 shares sold on the open market?

No. The filing states the 1,119 shares were withheld by the issuer to cover withholding taxes and were not issued to or sold by the reporting person.

How many shares were added by dividend reinvestment?

The report notes 92 additional shares/units were issued in connection with the dividend reinvestment provisions of the RSU awards.

Does the filing show any indirect holdings?

Yes. The filing shows 361 shares held indirectly through the Woodward Retirement Savings Plan as of 10/03/2025.

When was the Form 4 signed or filed?

The signature block shows the report was signed by power of attorney on 10/07/2025.