Form 4: Moog Director Fishback Reports Share Transactions

Moog Inc. Director Donald R. Fishback reported various transactions involving Class A and Class B common shares, including gifts and a sale, along with existing derivative holdings.

Summary

• Director Donald R. Fishback of Moog Inc. reported multiple transactions on December 5, 2025, involving Class A and Class B Common shares.
• Disposed of a total of 8,754 Class A Common shares via gift at $0, primarily to grantor retained annuity trusts and living trusts where he or his spouse serve as trustees.
• Acquired 4,332 Class A Common shares via gift at $0, held indirectly by a living trust where his spouse is the trustee.
• Sold 253 Class B Common shares at a price of $220 per share from a 401(k) plan.
• Following these transactions, direct beneficial ownership includes 14,871 Class B Common shares.
• Indirect beneficial ownership of Class A Common shares is maintained across several trusts: 10,000 shares in Trust (1), 9,273 shares in Trust (3), 8,492 shares in Trust (4), and 4,636 shares in Trust (5).
• Outstanding derivative holdings include Stock Appreciation Rights (SARs) for 10,000 Class B Common shares (exercise price $71.648, exercisable from 11/15/2026), 6,181 Class B Common shares (exercise price $82.31, exercisable from 11/14/2027), and 6,988 Class B Common shares (exercise price $80.19, exercisable from 11/13/2028).
• SARs are structured to become exercisable ratably over three years, commencing on the first anniversary of their grant date.
• The filing was signed by Eric Moss on December 9, 2025, acting under a Limited Power of Attorney granted by Mr. Fishback on November 28, 2025.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including gifts and a small sale, which are neutral in overall sentiment. There's no significant positive or negative signal for the company's operational or financial performance.

Positives

• The acquisition of 4,332 Class A Common shares via gift indicates an increase in beneficial ownership through a living trust where the spouse is the trustee.

Negatives

• The sale of 253 Class B Common shares at $220 per share represents a reduction in direct beneficial ownership through a 401(k) plan.
• Disposal of Class A Common shares via gift, while not a sale, reduces the direct beneficial ownership of the reporting person.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing details routine insider transactions and does not provide information related to broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Disposal and acquisition of Class A Common shares via gift to various trusts, including a grantor retained annuity trust where the reporting person is the trustee, a living trust where the reporting person's spouse is the trustee, an irrevocable trust where the reporting person's spouse is the trustee, and another grantor retained annuity trust where the reporting person's spouse is the trustee. These are transactions with entities closely related to the reporting person.

Stakeholder Impact

• Shareholders: The sale of a small number of Class B shares by a director could be perceived as a minor negative, while the gift transactions are neutral in terms of market signal. The overall impact is likely minimal due to the nature and size of the transactions.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, including gifts and a relatively small sale of Class B shares by a director. Such transactions are common for insiders and do not typically signal a significant change in the company's fundamental outlook or performance. The sale volume is not substantial enough to warrant a 'sell' recommendation, nor is there significant insider buying to suggest a 'buy'. Therefore, a 'hold' recommendation is appropriate as the filing provides no new material information to alter an existing investment thesis.

Keywords

Moog Inc., MOGA, MOGB, Donald R. Fishback, SEC Form 4, insider trading, stock transactions, Class A Common, Class B Common, Stock Appreciation Rights, SARs, director transactions, beneficial ownership