Form 4: Moog VP reports RSU vesting, tax withholding

Moog Inc. Vice President Stuart K. Mclachlan reported routine RSU vesting and tax-share withholding, ending with 4,340 Class B and 1,451 Class A shares directly owned.

Summary

• Vice President Stuart K. Mclachlan (Moog Inc.; tickers MOG.A/MOG.B) reported equity award vesting on 11/14/2025 and 11/15/2025 with associated tax-share withholding.
• TVA-related Class B shares acquired at no cost: 276 (11/14/2025), 256 (11/15/2025), and 311 (11/15/2025).
• Tax withholding via share surrender at $214.98 per share: 130 (11/14/2025), 121 (11/15/2025), and 147 (11/15/2025).
• Post-transactions direct holdings: 4,340 Class B shares and 1,451 Class A shares.
• RSUs outstanding: 766 under the 2025 Long Term Incentive Plan, vesting 33.33% on each of 11/15/2026, 11/15/2027, and 11/15/2028 (one Class B share per RSU).
• SARs outstanding under the 2014 Long Term Incentive Plan: strike prices $71.648 (exp. 11/15/2026; 2,000 sh), $82.31 (exp. 11/14/2027; 1,611 sh), $80.19 (exp. 11/12/2028; 1,741 sh), $85.95 (exp. 11/12/2029; 1,736 sh), $73.39 (exp. 11/17/2030; 1,089 sh), and $83.00 (exp. 11/16/2031; 3,737 sh); SARs vest ratably over three years from grant.
• Signature executed by attorney-in-fact on 11/18/2025.

Sentiment

Score: 5

Explanation: Neutral, routine equity award vesting with tax withholding; no operational or financial performance information.

Positives

• Net increase in insider’s Class B holdings due to vesting (843 shares acquired vs. 398 shares withheld for taxes).
• No discretionary open-market sales; dispositions were solely for tax withholding at $214.98.
• Multi-year RSU and SAR schedules support ongoing alignment and retention through 2028 (RSUs) and long-dated SARs expiring through 2031.

Negatives

• No open-market purchases indicating incremental conviction beyond routine award vesting.
• Share withholding (398 shares at $214.98) reduced the gross number of vested shares delivered.

Future Outlook

Equity award schedules indicate RSU vesting on 11/15/2026, 11/15/2027, and 11/15/2028, with multiple SAR tranches expiring annually through 11/16/2031; no financial guidance or operational outlook provided.

Industry Context

Routine insider equity vesting and tax-share withholding are standard across industrial and aerospace peers; such transactions generally reflect compensation mechanics rather than a view on near-term business performance.

Comparison to Industry Standards

• Equity mix (RSUs and SARs) and three-year graded vesting mirrors practices at industrial/aerospace peers like Parker-Hannifin, Honeywell, and Curtiss-Wright.
• Tax withholding via net share settlement at fair market value is standard and avoids open-market sales.
• Absence of open-market purchases or discretionary sales aligns with typical award-vesting events rather than signaling on fundamentals.

Stakeholder Impact

• Net increase in insider ownership may be viewed as continued alignment with shareholders.
• No discretionary open-market selling beyond tax withholding reduces signaling concerns.
• Future vesting and potential SAR exercises could modestly affect share count depending on settlement methods.

Next Steps

• RSU vesting tranches scheduled for 11/15/2026, 11/15/2027, and 11/15/2028.
• SARs remain exercisable per their three-year graded vesting from grant and expire between 2026 and 2031 unless exercised earlier.

Key Dates

Keywords

Moog Inc., MOG.A, MOG.B, Form 4, insider transaction, restricted stock units, RSU, stock appreciation rights, SAR, time vesting award, TVA, tax withholding, equity compensation, beneficial ownership