Form 4: Moog CEO Exercises Stock Appreciation Rights, Realizing Significant Gain

Moog Inc. CEO Patrick J. Roche exercised Stock Appreciation Rights (SARs) at a substantial profit, acquiring and subsequently disposing of shares for tax obligations, while retaining a portion.

Summary

• Patrick J. Roche, Chief Executive Officer and Director of Moog Inc., executed a transaction on July 24, 2025, involving Stock Appreciation Rights (SARs).
• Roche acquired 3,300 shares of Class B Common stock through the exercise of SARs at an exercise price of $65.90 per share.
• Concurrently, 2,161 shares of Class B Common stock were disposed of at a price of $205.00 per share to satisfy tax withholding obligations related to the SAR exercise.
• The number of shares issued from the SAR exercise was 1,139, calculated based on the difference between the Fair Market Value ($205.00) and the exercise price ($65.90).
• Following these transactions, Roche directly holds 15,461 shares of Class B Common stock and 18,332 shares of Class A Common stock.
• Additionally, 533 equivalent shares of Class B Common stock are held indirectly in the Moog Inc. Retirement Savings Plan.
• Roche continues to hold various tranches of unexercised SARs with exercise prices ranging from $63.04 to $85.95, expiring between November 2025 and November 2031.

Sentiment

Score: 7

Explanation: The sentiment is positive as the CEO exercised SARs at a significant profit, indicating strong stock performance and the executive's realization of value from their compensation. The retention of some shares also signals continued alignment with the company's future.

Positives

• The exercise of Stock Appreciation Rights at a significant difference between the exercise price ($65.90) and the fair market value ($205.00) indicates a substantial gain for the CEO, reflecting positive stock performance.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged, systematic approach to equity transactions, which can reduce concerns about opportunistic insider trading.
• The CEO retained 1,139 shares from this specific SAR exercise, demonstrating continued direct ownership and alignment with shareholder interests.

Negatives

• A significant portion of the shares acquired (2,161 out of 3,300) were immediately disposed of to cover tax withholding, which is a common practice but reduces the net increase in direct beneficial ownership from the exercise.

Future Outlook

The filing indicates that SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant, suggesting a structured long-term incentive plan for executives.

Management Comments

• "/s/ Eric Moss, as Power of Attorney for Patrick J. Roche"

Industry Context

This filing is an individual insider transaction report and does not provide broader industry context or trends. It reflects an executive's compensation realization within the aerospace and defense industry, where Moog Inc. operates.

Stakeholder Impact

• Shareholders: The exercise and partial sale of shares by the CEO can be viewed positively as it demonstrates the executive's confidence in the stock's past performance and their ability to realize value. The retention of some shares also aligns the CEO's interests with long-term shareholder value.
• Employees: The filing highlights the Moog Inc. 2014 Long Term Incentive Plan and Employee Stock Purchase Plan, indicating broad-based equity compensation programs that can benefit employees.

Next Steps

• Future exercises of remaining Stock Appreciation Rights by Patrick J. Roche as they become exercisable and approach their expiration dates.

Key Dates

Keywords

Moog Inc., MOGA, MOGB, Patrick J. Roche, CEO, Director, SEC Form 4, Insider Transaction, Stock Appreciation Rights, SARs, Equity Compensation, Stock Options, Executive Compensation, Beneficial Ownership, Rule 10b5-1