Lacey William F. 4

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.