Woodward, Inc. Enters $450M Note Purchase Agreement

What Happened
Woodward, Inc. announced on August 19, 2026 that it entered into a Note Purchase Agreement to sell $450 million of senior unsecured notes in private placements. The notes are issued in three $150 million series: Series U due September 30, 2029; Series V due September 30, 2030; and Series W due September 30, 2033. The closing is scheduled for September 30, 2026.

Key Details

• Total principal: $450,000,000 (three series of $150,000,000 each).
• Interest rates: Series U — 5.34% (steps to 6.09% if net debt/EBITDA > 3.5x); Series V — 5.39% (steps to 6.14%); Series W — 5.64% (steps to 6.39%).
• Interest payment schedule: semi-annually (March and September), commencing March 30, 2027.
• Covenants & security: Notes rank pari passu with other unsecured unsubordinated debt, include customary restrictive and financial covenants (including a leverage test consistent with existing unsecured indebtedness), events of default that can trigger acceleration, and a 2% interest rate increase on default.
• Guarantees & prepayment: Obligations are guaranteed by MPC Products Corporation and Woodward HRT, Inc.; Company may prepay at 100% of principal plus accrued interest and any applicable prepayment compensation (and certain swap losses).

Why It Matters
This transaction will raise $450M of unsecured debt for Woodward, affecting its capital structure and increasing near-term interest-bearing liabilities. The notes include a leverage-based step-up in interest and financial covenants consistent with the Company’s existing unsecured debt, so the company’s leverage and covenant compliance will be key metrics for investors to monitor. The guarantees from two subsidiaries and the notes’ pari passu ranking mean these obligations share equal claim with Woodward’s other unsecured debt.