Form 4: Moog Controller Nets 44 Shares; 239 RSUs Granted

Moog Inc.’s Controller Nicholas Hart received 70 Class B shares from a time-vesting award, had 26 shares withheld for taxes at $214.98, now holds 44 direct shares and 84 in a 401(k), and holds 239 RSUs vesting 2026–2028.

Summary

• Nicholas Hart (Controller) acquired 70 Class B shares on November 15, 2025 via vesting of a fixed dollar-denominated time vesting award (TVA).
• 26 Class B shares were withheld at $214.98 per share to cover taxes related to the TVA vesting.
• Direct Class B holdings after the transactions total 44 shares; indirect holdings in the Moog Inc. Retirement Savings Plan total 84 equivalent shares.
• Derivative holdings include 239 Restricted Stock Units (RSUs) under the 2025 Long Term Incentive Plan.
• The TVA was granted on November 12, 2024 and vests in three equal fixed dollar tranches, settled into Class B shares at fair market value on each vest date.
• The RSUs vest 33.33% each on November 15, 2026; November 15, 2027; and November 15, 2028.
• Each RSU represents a contingent right to receive one share of Moog Inc.’s Class B common stock.
• Form was signed by attorney-in-fact on November 18, 2025.

Sentiment

Score: 6

Explanation: Slightly positive as insider net holdings increased and future RSU vesting supports alignment; no negative operational signals.

Positives

• Insider’s net direct position increased by 44 Class B shares following award vesting and tax withholding.
• Additional alignment of interests via 239 RSUs scheduled to vest across 2026–2028.
• No open-market sales for proceeds; share movement driven by award vesting and tax withholding.

Negatives

• Tax withholding reduced the gross 70-share award by 26 shares, leaving 44 net direct shares.
• Direct ownership remains modest at 44 shares post-transaction.

Future Outlook

Future equity deliveries are scheduled via RSU vesting at 33.33% each on November 15, 2026, November 15, 2027, and November 15, 2028. Remaining TVA tranches will vest per plan terms and will be settled into Class B shares at fair market value on the vest dates.

Industry Context

Routine equity vesting, share withholding for taxes, and multi-year RSU schedules are standard compensation practices across aerospace and industrial peers, aligning officer incentives with shareholder value without signaling operational changes.

Comparison to Industry Standards

• Equity award vesting and share withholding are consistent with practices at peers such as Honeywell (HON), Parker-Hannifin (PH), and Rockwell Automation (ROK).
• Multi-year RSU vesting (three-year, equal tranches) aligns with common structures in the sector, providing retention and performance alignment.
• No open-market selling for proceeds mirrors routine, non-sentiment signaling transactions often seen in similar Form 4s at large industrials.

Stakeholder Impact

• Minor increase in insider ownership may be viewed positively by shareholders due to alignment of incentives.
• Future share issuance from RSU vesting (239 shares) and tax withholding mechanisms are routine and minimally dilutive.
• No impact signaled for customers, suppliers, or creditors from these equity award mechanics.

Next Steps

• Two remaining TVA tranches to vest per plan terms (dates not specified).
• RSUs to vest 33.33% on November 15, 2026; November 15, 2027; and November 15, 2028.

Key Dates

Keywords

Moog Inc, Form 4, insider ownership, Class B common stock, RSU, time vesting award, tax withholding, 401(k), Long Term Incentive Plan, MOG.B, MOG.A, Nicholas Hart