Form 4: Moog VP reports equity vesting and holdings
Insider Transaction Report (Form 4)
Moog Inc. Vice President Mark D. Graczyk reported equity vesting, tax-withholding share settlements, and updated holdings, including new RSUs under the 2025 LTIP.
Summary
- Vice President Mark D. Graczyk reported multiple Class B common stock transactions on 11/14/2025 and 11/15/2025 tied to prior time-vesting awards (TVAs) and associated tax withholding.
- Shares acquired at no cost upon TVA vesting: 276 (11/14/2025), 66 (11/15/2025), and 388 (11/15/2025).
- Shares withheld to satisfy taxes: 141 (11/14/2025) and 34 and 199 (both on 11/15/2025) at $214.98 per share.
- Direct Class B holdings after the reported transactions: 2,291 shares.
- Indirect Class B equivalent shares held via Moog Inc. Retirement Savings Plan (401(k)): 1,127 shares.
- New Restricted Stock Units (RSUs) under the 2025 Long Term Incentive Plan: 1,149 RSUs, vesting 33.33% each on 11/15/2026, 11/15/2027, and 11/15/2028.
- Outstanding Stock Appreciation Rights (SARs): 806 at $82.31 (exp. 11/14/2027), 1,741 at $80.19 (exp. 11/13/2028), 1,736 at $85.95 (exp. 11/12/2029), 1,089 at $73.39 (exp. 11/17/2030), and 992 at $83 (exp. 11/16/2031).
- Form signed by attorney-in-fact on 11/18/2025.
Sentiment
Score: 5
Explanation: Neutral, routine insider equity vesting and tax withholding with updated holdings and standard LTIP awards.
Positives
- Net increase in direct ownership through TVA vesting (730 shares acquired at $0, offset by tax withholding).
- Clear visibility on future equity vesting via 1,149 RSUs under the 2025 LTIP with defined vesting dates.
- Substantial unexercised SARs outstanding across multiple grants, potentially aligning incentives with shareholders.
Negatives
- Tax withholding reduced the net shares retained (374 shares withheld at $214.98 per share).
Future Outlook
Equity awards provide defined future vesting and exercise opportunities: 1,149 RSUs vest in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028; existing SAR grants become exercisable ratably over three years from their grant dates and expire on the dates listed.
Management Comments
- TVAs vest in three equal fixed dollar tranches and settle into Class B shares using the fair market value on the vesting date.
- Shares were withheld to satisfy tax withholding obligations on the TVA tranches that vested on 11/14/2025 and 11/15/2025.
- RSUs granted under the 2025 Long Term Incentive Plan vest 33.33% on 11/15/2026, 11/15/2027, and 11/15/2028; each RSU equals one Class B share.
- SARs under the 2014 Long Term Incentive Plan become exercisable ratably over three years beginning on the first anniversary of the grant date.
Industry Context
Routine executive equity vesting, tax withholding, and long-term incentive grants are standard across industrial and aerospace/defense peers; the structure (multi-year RSU vesting and multi-year SAR exercisability) aligns with common practices to retain and incentivize executives.
Comparison to Industry Standards
- Equity mix (RSUs and SARs) and three-year vesting schedules are consistent with large-cap industrial/aerospace firms (e.g., Parker-Hannifin, Honeywell, Eaton), which commonly use time-based RSUs and multi-year options/SARs.
- Share withholding to cover taxes on vesting is a standard mechanism across U.S. issuers and avoids open-market sales by insiders.
- The presence of both RSUs and SARs mirrors peer incentives that balance retention (RSUs) with performance alignment to share price (SARs).
Stakeholder Impact
- Incremental insider ownership alignment due to net share retention after tax withholding.
- No cash impact to the company from vesting; tax obligations satisfied via share withholding.
- Minimal dilution given the relatively small number of shares involved relative to total float.
Next Steps
- RSU vesting events on 11/15/2026, 11/15/2027, and 11/15/2028.
- SARs continue to vest per plan rules and remain exercisable until their listed expiration dates.
Key Dates
| Date | Description |
|---|---|
| 2025-11-14 | TVA tranche vested; 276 shares acquired; 141 shares withheld for taxes at $214.98 |
| 2025-11-15 | TVA tranches vested; 66 and 388 shares acquired; 34 and 199 shares withheld for taxes at $214.98 |
| 2025-11-18 | Form signed by attorney-in-fact |
| 2026-11-15 | RSU vesting date (33.33% of 1,149 RSUs) |
| 2027-11-14 | SAR tranche expiration date ($82.31 strike; 806 SARs) |
| 2027-11-15 | RSU vesting date (33.33% of 1,149 RSUs) |
| 2028-11-13 | SAR tranche expiration date ($80.19 strike; 1,741 SARs) |
| 2028-11-15 | RSU vesting date (33.33% of 1,149 RSUs) |
| 2029-11-12 | SAR tranche expiration date ($85.95 strike; 1,736 SARs) |
| 2030-11-17 | SAR tranche expiration date ($73.39 strike; 1,089 SARs) |
| 2031-11-16 | SAR tranche expiration date ($83.00 strike; 992 SARs) |
Keywords
Moog Inc., Form 4, insider transaction, Class B common, RSU, SAR, time-vesting award, TVA, tax withholding, 401(k), Long Term Incentive Plan, MOGA, MOGB
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