Form 4: Woodward Executive Receives RSU Grant

Woodward, Inc. EVP Karrie M. Bem reported the acquisition of 989 restricted stock units and the disposition of 172 shares for tax withholding.

Summary

• Karrie M. Bem, Executive Vice President, General Counsel & Corporate Secretary of Woodward, Inc. (WWD), reported transactions on February 10, 2026.
• Bem was granted 989 shares of Woodward, Inc. Common Stock in the form of Restricted Stock Units (RSUs) at a price of $0.00 per share.
• The RSUs will vest in tranches: 34% on February 10, 2027, and 33% on each subsequent one-year anniversary.
• Upon vesting, Bem will receive one share of Common Stock per RSU, plus additional shares from dividend reinvestment provisions.
• Bem disposed of 172 shares of Woodward, Inc. Common Stock at a price of $391.53 per share to cover tax withholding obligations related to the vesting of previously granted RSUs; these shares were not sold by Bem.
• Following these transactions, Bem directly beneficially owns 4,574 shares and indirectly owns 32 shares through the Woodward Retirement Savings Plan, as calculated on February 9, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting routine executive compensation and retention efforts through RSU grants, which align management's interests with long-term shareholder value. The tax-related disposition is a standard, non-discretionary event.

Positives

• EVP Karrie M. Bem received a grant of 989 Restricted Stock Units (RSUs), aligning her interests with long-term shareholder value.
• The RSU grant includes a multi-year vesting schedule, indicating a commitment to retaining key executives and incentivizing sustained performance.

Future Outlook

The RSU grant includes a multi-year vesting schedule, with 34% vesting on February 10, 2027, and 33% on each subsequent one-year anniversary, indicating a long-term incentive structure for the executive.

Management Comments

• The reporting person was granted an award of Restricted Stock Units ('RSUs').
• RSUs vest at a rate of 34% of the award on February 10, 2027 and 33% each one-year anniversary thereafter.
• Upon vesting, the reporting person will receive one share of Woodward, Inc. Common Stock per RSU granted, as well as certain additional shares to be issued in connection with the dividend reinvestment provisions of the Issuer's RSU awards.
• The shares reported as disposed of were withheld by the Issuer in order to cover withholding taxes in connection with the vesting of RSUs granted to the reporting person in a previous year. These shares were not issued to or sold by the reporting person.

Industry Context

StockSavvy.ai notes that RSU grants with multi-year vesting schedules are a common executive compensation practice across various industries, including manufacturing and aerospace, to align executive incentives with long-term company performance and shareholder value. This practice is consistent with industry standards for retaining key talent.

Comparison to Industry Standards

• The RSU grant structure, with a multi-year vesting schedule, is a standard practice in executive compensation across publicly traded companies, comparable to incentive plans at peers like Parker-Hannifin (PH) or Honeywell (HON) which also utilize performance-based equity awards to retain and incentivize senior leadership.
• The disposition of shares for tax withholding upon RSU vesting is a routine and expected event, aligning with common tax practices for equity compensation seen at companies of similar size and industry.

Stakeholder Impact

• Shareholders: The RSU grant aligns executive incentives with long-term shareholder value, potentially fostering sustained performance.
• Employees: Reflects standard executive compensation practices, which can influence overall compensation philosophy within the company.

Next Steps

• The first tranche of the newly granted RSUs (34%) will vest on February 10, 2027.
• Subsequent tranches (33% each) will vest on each one-year anniversary thereafter.

Key Dates

Keywords

Woodward Inc., WWD, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Executive Compensation, Stock Ownership