MOOG INC.·4

Mar 12, 3:40 PM ET

ROCHE PATRICK J 4

4 · MOOG INC. · Filed Mar 12, 2026

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Moog CEO Patrick Roche Exercises SARs; Shares Withheld for Taxes

What Happened Patrick J. Roche, CEO of Moog Inc. (MOGA/MOGB), exercised 5,000 Stock Appreciation Rights (SARs) on March 10, 2026. As reported, the exercise used an exercise price around $71.65 and the fair market value at exercise was $343.39. The SAR exercise resulted in issuance of 857 shares to Roche, while 4,143 shares were withheld/sold to satisfy tax withholding obligations (reported disposal value for withheld shares: $1,422,665). The Form 4 shows an "acquired" line and corresponding withholding — this is effectively a cashless exercise to cover taxes.

Key Details

  • Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (appears timely).
  • SARs exercised: 5,000 (code M = exercise/conversion of derivative).
  • Shares issued to insider: 857; shares withheld for taxes/disposed: 4,143 (code F = tax withholding).
  • Prices reported: exercise price ≈ $71.65; FMV at exercise $343.39; withheld shares valued at $1,422,665.
  • Footnotes: F2 explains the math behind shares issued vs. SARs exercised and that additional shares were withheld to satisfy tax withholding. F4/F5 note SARs were granted under the Moog 2014 LTIP and vest ratably over three years. F1 notes 63 shares from the Moog Employee Stock Purchase Plan included in holdings; F3 reflects equivalent shares in the company retirement plan.
  • Shares owned after the transaction are not specified in the excerpt provided; see the full Form 4 for total holdings.

Context This was a derivative exercise with shares withheld to cover taxes (a common, routine “cashless” settlement). Such transactions report the exercise and the tax withholding separately; they do not by themselves indicate a directional bet on the stock.

Insider Transaction Report

Form 4
Period: 2026-03-10
MOOG INC.MOGA/MOGB
ROCHE PATRICK J
DirectorChief Executive Officer
Transactions
  • Exercise/Conversion

    Class B Common

    [F1]
    2026-03-10$71.65/sh+5,000$358,24031,846 total
  • Tax Payment

    Class B Common

    [F2]
    2026-03-10$343.39/sh4,143$1,422,66527,703 total
  • Exercise/Conversion

    SAR

    [F4][F5]
    2026-03-105,0005,000 total
    Exercise: $71.65Exp: 2026-11-15Class B Common (5,000 underlying)
Holdings
  • Class A Common

    18,661
  • Class B Common

    [F3]
    (indirect: 401 (k))
    604
  • SAR

    [F4][F5]
    Exercise: $82.31Exp: 2027-11-14Class B Common (6,181 underlying)
    6,181
  • SAR

    [F4][F5]
    Exercise: $80.19Exp: 2028-11-13Class B Common (6,988 underlying)
    6,988
  • SAR

    [F4][F5]
    Exercise: $85.95Exp: 2029-11-12Class B Common (6,794 underlying)
    6,794
  • SAR

    [F4][F5]
    Exercise: $73.39Exp: 2030-11-17Class B Common (4,452 underlying)
    4,452
  • SAR

    [F4][F5]
    Exercise: $83.00Exp: 2031-11-16Class B Common (8,757 underlying)
    8,757
  • RSU

    [F6][F7]
    Class B Common (7,658 underlying)
    7,658
Footnotes (7)
  • [F1]Includes 63 shares of Class B common stock acquired under the Moog Inc. Employee Stock Purchase Plan on December 31, 2025.
  • [F2]This represents the difference between the number of SARs exercised (5,000) and the number of shares issued as a result of the exercise (857). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($343.39) and the exercise price ($71.648). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
  • [F3]Reflects equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants.
  • [F4]Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.
  • [F5]SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant.
  • [F6]Restricted Stock Units (RSU) granted under the Moog Inc. 2025 Long Term Incentive Plan. 33.33% of the total RSUs granted will each vest on November 15, 2026; November 15, 2027; and November 15, 2028.
  • [F7]Each RSU represents a contingent right to receive one share of Moog Inc.'s Class B common stock.
Signature
/s/ Eric Moss, as Power of Attorney for Patrick J. Roche|2026-03-11

Documents

1 file
  • 4
    wk-form4_1773344454.xmlPrimary

    FORM 4