Lacey William F. 4

4 · Woodward, Inc. · Filed Feb 12, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

Woodward (WWD) EVP/CFO William F. Lacey Receives RSU Award; Shares Withheld

What Happened

William F. Lacey, Woodward EVP and CFO, was granted 2,043 Restricted Stock Units (RSUs) on February 10, 2026 (reported as an award, code A). The grant is reported at $0 since it is an equity award rather than a cash purchase.
Also on February 10, 2026, 332 shares were withheld by the issuer to cover withholding taxes in connection with the vesting of RSUs from a prior grant (reported as disposition, code F) at $391.53 per share, totaling $129,988. These withheld shares were not sold on the open market.

Key Details

Transaction date: 2026-02-10; Filing date: 2026-02-12 (timely).
Award: 2,043 RSUs (includes 65 additional shares/units credited for dividend reinvestment per footnote).
Tax withholding: 332 shares withheld at $391.53/share = $129,988 (shares withheld, not sold).
Vesting schedule (from footnote): RSUs vest 34% on Feb 10, 2027 and 33% on each of the next two anniversaries; upon vesting each RSU converts to one share plus additional shares for dividends.
Shares held after the transaction are not specified in the provided details; the filing references retirement-plan holdings calculation as of Feb 9, 2026.

Context

RSU grants are compensation and not an outright purchase; they vest over time and convert to shares if the executive remains employed. The withheld shares to cover taxes are a routine administrative action and do not indicate an open-market sale or change in sentiment.
For retail investors, purchases or open-market sales can be more informative than issuance/withholding tied to compensation. This filing mainly reflects compensation and standard tax withholding.

Form 4

Period: 2026-02-10

EVP and CFO

Transactions

Award
Woodward, Inc. Common Stock
[F1][F2]
2026-02-10+2,043→ 16,585 total
Tax Payment
Woodward, Inc. Common Stock
[F3]
2026-02-10$391.53/sh−332$129,988→ 16,253 total

Holdings

Woodward, Inc. Common Stock
[F4]
(indirect: By Woodward Retirement Savings Plan)
211

Footnotes (4)

[F1]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.
[F2]Total includes 65 additional shares and units issued in connection with the dividend reinvestment provisions of the Issuer's RSU awards.
[F3]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.
[F4]The information in this report regarding the number of shares held by the reporting person in the Woodward Retirement Savings Plan is based on a calculation as of February 9, 2026.

Signature

Rebecca L. Dees, by Power of Attorney|2026-02-12

1 file