Form 4: Moog VP adds Class B shares via vesting

Moog Inc. Vice President Paul Wilkinson netted 453 Class B shares after multiple TVA vestings with tax withholdings at $214.98 per share, and disclosed outstanding RSUs and SARs with future vesting and expiry dates.

Summary

• Vice President Paul Wilkinson reported multiple equity transactions on November 14–15, 2025 tied to fixed dollar-denominated time vesting awards (TVAs), resulting in a net increase of 453 Class B shares.
• Shares were issued at no cost upon vesting (A code) and shares were withheld for taxes (F code) at a fair market value of $214.98 per share.
• Direct Class B holdings increased from 6,087 to 6,540 shares after the transactions; direct Class A holdings total 581 shares.
• Indirect holdings include 198 Class A shares via the Moog UK Share Incentive Plan (SIP) and 1,993 Class B equivalent shares in the Moog Inc. Retirement Savings Plan.
• Outstanding derivative awards include 766 RSUs (vesting 33.33% on 11/15/2026, 11/15/2027, and 11/15/2028) and multiple SAR grants with strike prices ranging from $71.65 to $85.95 expiring between 2026 and 2031.
• TVAs vest in three equal fixed-dollar tranches and settle into Class B shares using the market price on the vest date.

Sentiment

Score: 6

Explanation: Net insider share accumulation and in-the-money equity awards suggest positive alignment; no adverse disclosures.

Positives

• Net accumulation by an executive: +453 Class B shares after vesting and tax withholding.
• Future alignment through equity: 766 RSUs vesting in equal tranches on 11/15/2026, 11/15/2027, and 11/15/2028.
• Significant SARs outstanding with strikes ($71.65–$85.95) well below the $214.98 FMV used for tax withholding, indicating substantial in-the-money value if current levels persist.
• Clear visibility into future vesting and expirations supports retention and alignment incentives.

Negatives

• Share withholding for taxes (128, 118, and 144 Class B shares) reduces net shares delivered.
• Equity issuance from vesting contributes marginal dilution to existing shareholders (net +453 Class B shares).

Future Outlook

Equity awards provide scheduled vesting and potential future share delivery: RSUs vest in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028; SARs become exercisable ratably over three years from grant and expire between 2026 and 2031.

Management Comments

• TVAs vest in three equal fixed-dollar tranches and settle into Class B shares using the fair market value on the vest date.
• Shares were withheld to satisfy tax obligations upon TVA vesting on November 14 and 15, 2025.
• Each RSU represents a contingent right to receive one Class B share and will vest 33.33% on 11/15/2026, 11/15/2027, and 11/15/2028.
• SARs under the 2014 LTIP become exercisable ratably over three years beginning on the first anniversary of grant.

Industry Context

Insider equity transactions tied to scheduled vesting and tax withholdings are standard in aerospace and industrial peers; fixed-dollar TVAs, RSUs, and SARs align with common long-term incentive designs used by companies like Parker-Hannifin, Honeywell, Woodward, and Curtiss-Wright.

Comparison to Industry Standards

• Use of RSUs with multi-year ratable vesting mirrors practices at Honeywell (3-year vesting) and Parker-Hannifin (3–4 year vesting).
• SARs with long-dated expirations and low strikes relative to current trading levels are consistent with legacy grants at industrial peers such as Curtiss-Wright and Woodward.
• Tax-withholding via share surrender at FMV upon vesting is standard across U.S.-listed industrial firms.

Stakeholder Impact

• Shareholders: Minor dilution from net +453 Class B shares delivered via vesting.
• Employees/Management: Reinforced retention and incentive alignment via ongoing RSU vesting and SARs.
• Market: Transparent disclosure of insider holdings and future vesting/expiry timelines; limited immediate price impact expected.

Next Steps

• RSU vesting scheduled: 33.33% on 11/15/2026, 11/15/2027, and 11/15/2028.
• SARs continue to become exercisable ratably over three years from each grant date, with expirations from 2026 to 2031.

Key Dates

Keywords

Moog Inc., Form 4, insider transaction, MOG.A, MOG.B, Class B common stock, TVA, RSU, SAR, executive compensation, tax withholding, vesting schedule