Form 4: Moog VP Graczyk Reports RSU Vesting, Share Transactions
Insider Transaction Report
Moog Inc. Vice President Mark D. Graczyk reported the vesting of performance-based restricted stock units and related share transactions, including tax withholdings, on November 25, 2025.
Summary
- Mark D. Graczyk, Vice President of Moog Inc., acquired 790 shares of Class B Common stock on November 25, 2025, due to the vesting of performance-based restricted stock units (RSUs).
- These RSUs were granted on November 15, 2022, under the Moog Inc. 2014 Long Term Incentive Plan, with no price paid for the shares upon vesting.
- Concurrently, 404 shares of Class B Common stock were disposed of at a price of $220 per share to cover tax obligations related to the RSU settlement.
- Following these transactions, Mr. Graczyk directly beneficially owns 2,677 shares of Class B Common stock.
- An additional 1,127 equivalent shares of Class B Common stock are indirectly held in the Moog Inc. Retirement Savings Plan.
- Mr. Graczyk also holds 1,149 Restricted Stock Units (RSUs) granted under the Moog Inc. 2025 Long Term Incentive Plan, which will vest in three equal installments on November 15, 2026; November 15, 2027; and November 15, 2028.
- Several Stock Appreciation Rights (SARs) are also held, with exercise prices ranging from $73.39 to $85.95 and expiration dates between November 14, 2027, and November 16, 2031. These SARs become exercisable ratably over three years from their grant dates.
Sentiment
Score: 5
Explanation: The filing reports routine executive compensation transactions (vesting of RSUs and tax-related share disposition) and the granting of a Power of Attorney. These are standard operational events and do not inherently indicate positive or negative sentiment regarding the company's performance or outlook.
Positives
- The vesting of 790 performance-based restricted stock units indicates that Moog Inc. achieved specific performance goals, aligning executive incentives with company success.
Negatives
- 404 shares of Class B Common stock were withheld for taxes upon the settlement of restricted stock units, representing a disposition of shares by the reporting person.
Future Outlook
Mark D. Graczyk holds 1,149 Restricted Stock Units (RSUs) that are scheduled to vest in three equal installments on November 15, 2026, November 15, 2027, and November 15, 2028. Additionally, several tranches of Stock Appreciation Rights (SARs) will become exercisable ratably over three years from their respective grant dates, with expiration dates extending to November 16, 2031.
Management Comments
- The filing was signed by Eric Moss, acting as Power of Attorney for Mark D. Graczyk.
Industry Context
This Form 4 filing is a routine disclosure of an insider's transactions, reflecting executive compensation in the form of equity awards. Such filings are common across publicly traded companies, particularly those utilizing long-term incentive plans like RSUs and SARs to align management interests with shareholder value. The vesting of performance-based units suggests the company met specific operational or financial targets, a standard practice in performance-driven compensation structures.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Mark Graczyk granted a Limited Power of Attorney to Eric Moss, Will Lashley, and Elwira Kelly to execute and file Forms 3, 4, 5, and 144 on his behalf as an officer, director, or affiliate of Moog Inc. | 2025-11-28 | This streamlines the process for timely SEC filings for the reporting person, ensuring compliance with Section 16(a) of the Exchange Act and Rule 144 under the Securities Act. |
Stakeholder Impact
- Shareholders: The vesting of performance-based RSUs indicates that the company met certain performance targets, which could be viewed positively as executive incentives are aligned with company success. The disposition of shares for tax purposes is a routine event and generally has minimal impact.
- Employees: The long-term incentive plans (RSUs, SARs) demonstrate the company's approach to executive compensation, which can influence broader employee compensation strategies and morale.
Next Steps
- Future vesting of 33.33% of 1,149 RSUs on November 15, 2026.
- Future vesting of 33.33% of 1,149 RSUs on November 15, 2027.
- Future vesting of 33.33% of 1,149 RSUs on November 15, 2028.
- Stock Appreciation Rights (SARs) will continue to become exercisable ratably over three years from their grant dates.
Key Dates
| Date | Description |
|---|---|
| 2022-11-15 | Grant date of performance-based restricted stock units that vested on November 25, 2025. |
| 2025-11-25 | Date of earliest transaction, including vesting of performance-based RSUs and shares withheld for taxes. |
| 2025-11-28 | Date of signature for the Form 4 filing and execution date of the Limited Power of Attorney. |
| 2026-11-15 | First vesting date for 33.33% of the 1,149 Restricted Stock Units granted under the Moog Inc. 2025 Long Term Incentive Plan. |
| 2027-11-14 | Expiration date for a tranche of Stock Appreciation Rights with an exercise price of $82.31. |
| 2027-11-15 | Second vesting date for 33.33% of the 1,149 Restricted Stock Units granted under the Moog Inc. 2025 Long Term Incentive Plan. |
| 2028-11-13 | Expiration date for a tranche of Stock Appreciation Rights with an exercise price of $80.19. |
| 2028-11-15 | Third vesting date for 33.33% of the 1,149 Restricted Stock Units granted under the Moog Inc. 2025 Long Term Incentive Plan. |
| 2029-11-12 | Expiration date for a tranche of Stock Appreciation Rights with an exercise price of $85.95. |
| 2030-11-17 | Expiration date for a tranche of Stock Appreciation Rights with an exercise price of $73.39. |
| 2031-11-16 | Expiration date for a tranche of Stock Appreciation Rights with an exercise price of $83. |
Keywords
Moog Inc., MOGA, MOGB, Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Appreciation Rights, SAR, Executive Compensation, Beneficial Ownership
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