Form 4: Moog CEO reports equity vesting and tax withholdings

Moog Inc. CEO Patrick J. Roche disclosed RSU/SAR holdings and netted 2,656 additional Class B shares after time-vesting awards vested and shares were withheld for taxes at $214.98.

Summary

• Chief Executive Officer and Director Patrick J. Roche reported multiple equity transactions on November 14–15, 2025 tied to time-vesting awards (TVAs) and associated tax withholdings.
• Class B shares acquired via vesting totaled 5,428 shares (1,745 on 11/14; 1,357 and 2,326 on 11/15), all at $0 per share.
• Shares withheld to cover taxes totaled 2,772 Class B shares (891 on 11/14; 693 and 1,188 on 11/15) at a fair market value of $214.98 per share.
• Net change: +2,656 direct Class B shares, bringing direct Class B holdings to 18,739 shares after the reported transactions.
• Additional beneficial ownership disclosed: 18,661 direct Class A shares and 555 equivalent Class B shares held indirectly via the Moog Inc. Retirement Savings Plan.
• Derivative securities beneficially owned include 7,658 RSUs under the 2025 LTIP (vesting 33.33% each on 11/15/2026, 11/15/2027, and 11/15/2028) and multiple SAR grants under the 2014 LTIP with strikes from $71.648 to $85.95 expiring from 2026 to 2031.
• No open-market purchases or sales were reported; all dispositions were share withholdings to satisfy tax obligations.
• Transactions were signed by power of attorney on November 18, 2025.

Sentiment

Score: 6

Explanation: Routine insider equity vesting with net increase in CEO holdings and no open-market selling; neutral-to-slightly positive from an alignment standpoint.

Positives

• Net increase of 2,656 direct Class B shares, raising direct Class B holdings to 18,739 shares.
• Significant retained equity exposure: 18,661 Class A shares and 555 Class B equivalents in the 401(k).
• Equity incentives align interests: 7,658 RSUs under the 2025 LTIP vesting through 2028 and multiple SAR grants outstanding.
• All dispositions were for tax withholding at $214.98, indicating no open-market selling.

Negatives

• 2,772 Class B shares were withheld to satisfy tax obligations, reducing the gross increase from vested awards.
• Outstanding RSUs and in-the-money SARs represent overhang that may be dilutive upon settlement/exercise (strikes $71.648–$85.95 vs. $214.98 FMV reference).

Future Outlook

Equity awards will continue to vest over the 2026–2028 period (RSUs) and SARs remain exercisable per plan terms with expirations spanning 2026–2031; no operational or financial guidance is provided.

Management Comments

• TVA tranches vest in equal fixed-dollar amounts and settle into Class B shares at the fair market value on the vesting date.
• Shares were withheld to satisfy tax obligations upon vesting on November 14 and 15, 2025.
• RSUs under the 2025 Long Term Incentive Plan vest 33.33% on each of 11/15/2026, 11/15/2027, and 11/15/2028.
• SARs under the 2014 Long Term Incentive Plan become exercisable ratably over three years beginning on the first anniversary of grant.

Industry Context

The structure and cadence of equity awards (three-year graded RSU vesting and legacy SARs) align with common executive compensation practices among aerospace and diversified industrial peers, emphasizing long-term alignment and retention with minimal routine market transactions.

Comparison to Industry Standards

• Three-year graded RSU vesting mirrors practices at peers such as Parker-Hannifin, Eaton, Rockwell Automation, and Honeywell.
• Use of SARs is consistent with legacy plan designs; many peers have migrated toward RSUs and PSUs, but SARs remain in place at some industrial firms.
• The SAR strike prices ($71.648–$85.95) are far below the $214.98 reference FMV used for tax withholdings, indicating deep in-the-money status typical for long-tenured awards.

Stakeholder Impact

• Shareholders: Modest dilution potential from RSU settlement and SAR exercises; counterbalanced by alignment from increased insider ownership.
• Employees: Signals continued reliance on long-term equity incentives under established plans.
• Creditors: No direct balance sheet impact; informational only.
• Market perception: Routine tax withholdings and absence of open-market sales suggest no adverse insider selling signal.

Next Steps

• RSUs vest 33.33% on 11/15/2026, 11/15/2027, and 11/15/2028.
• SARs remain outstanding and exercisable per plan terms, with expirations on 11/15/2026, 11/14/2027, 11/13/2028, 11/12/2029, 11/17/2030, and 11/16/2031.

Key Dates

Keywords

Moog Inc., Patrick J. Roche, Form 4, insider transaction, Class B common stock, Class A common stock, RSU, SAR, time-vesting award, tax withholding, 401(k), Long Term Incentive Plan, MOG.A, MOG.B