Form 4: Moog VP reports RSU vesting, tax withholding

Moog Inc. Vice President Michael A. Schaff reported routine equity award vesting and tax share withholding, added net 356 Class B shares, and disclosed 1,053 new RSUs under the 2025 LTIP.

Summary

• Vice President Michael A. Schaff (Moog Inc.; ticker symbols MOGA/MOGB) reported multiple equity transactions dated November 14–15, 2025.
• Received a total of 730 Class B shares at $0 upon vesting of fixed dollar-denominated time vesting awards (TVAs) granted on November 15, 2022; November 14, 2023; and November 12, 2024.
• Company withheld 374 Class B shares for taxes at $214.98 per share tied to the TVA vestings.
• Net addition of 356 Class B shares to direct holdings from these transactions; direct holdings after the last transaction total 2,762 shares.
• Indirect beneficial ownership includes 1,034 equivalent Class B shares held in the Moog Inc. Retirement Savings Plan (401(k)).
• 1,053 Restricted Stock Units (RSUs) are reported under the 2025 Long Term Incentive Plan, vesting 33.33% each on November 15, 2026; November 15, 2027; and November 15, 2028 (1 RSU = 1 Class B share).
• Outstanding Stock Appreciation Rights (SARs) disclosed: 806 @ $82.31 expiring 11/14/2027; 1,741 @ $80.19 expiring 11/13/2028; 1,736 @ $85.95 expiring 11/12/2029; 1,089 @ $73.39 expiring 11/17/2030; 992 @ $83.00 expiring 11/16/2031.
• Earliest transaction date: 11/14/2025; form signed by Power of Attorney on 11/18/2025.

Sentiment

Score: 5

Explanation: Routine equity award vesting and tax withholding with a modest net increase in insider ownership; no discretionary sales or purchases.

Positives

• Net increase of 356 Class B shares in direct ownership (730 vested less 374 withheld for taxes), signaling no open-market sales.
• 1,053 RSUs vesting through 2028 align executive incentives with long-term shareholder value.
• All sales were tax-withholding only (code F) at $214.98, not discretionary open-market sales.

Negatives

• Equity awards delivered shares at $0, contributing to incremental share issuance.
• No open-market purchases by the officer; activity comprised vesting and tax withholding only.

Future Outlook

No financial or operational guidance is provided. Equity award vesting schedules are disclosed for 2026–2028.

Management Comments

• TVAs vest in three equal fixed dollar tranches and can be settled into Class B shares using the fair market value on the vesting date.
• Shares were withheld to satisfy tax obligations arising from TVA tranche vesting.
• Each RSU represents a contingent right to receive one share of Class B common stock; 33.33% vest on 11/15/2026, 11/15/2027, and 11/15/2028.
• SARs become exercisable ratably over three years beginning on the first anniversary of the grant date.

Industry Context

These insider transactions reflect routine executive equity compensation practices common among U.S. industrial and aerospace peers, where RSUs typically vest over three years and SARs carry ~10-year terms; activity is administrative (vesting and tax withholding) rather than discretionary buying or selling.

Comparison to Industry Standards

• Vesting cadence aligns with peers such as Honeywell (HON), Parker-Hannifin (PH), and Curtiss‑Wright (CW), which frequently use three-year RSU vesting cycles.
• Use of SARs with multi-year ratable vesting and expiration near 10 years is consistent with long-term incentive designs at comparable industrial technology companies.
• Tax withholding via share retention at market price is standard practice and mirrors insider reporting conventions across NYSE-listed industrials.

Stakeholder Impact

• Minimal market impact expected since transactions were equity vesting and tax withholding, not open‑market trades.
• Longer-dated RSU and SAR holdings align executive incentives with multi‑year performance outcomes.

Next Steps

• RSU vesting events scheduled on 11/15/2026, 11/15/2027, and 11/15/2028.

Key Dates

Keywords

Moog Inc, MOGA, MOGB, Form 4, insider transaction, Class B Common, RSU, Stock Appreciation Rights, TVA, tax withholding, 401(k)