11/13/2026 | Press release | Distributed by Public on 11/13/2026 18:32
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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McLevige Shawn M 1081 WOODWARD WAY FORT COLLINS, CO 80524 |
EVP and President, Aerospace | |||
| Rebecca L. Dees, by Power of Attorney | 11/13/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of common stock issuable upon vesting and settlement of the reporting person's return on invested capital ("ROIC") performance restricted stock units granted on November 26, 2025 for the fiscal years 2026 through 2028 performance period (the "FY26-28 ROIC PSUs"), consisting of 390 shares attributable to fiscal year 2026 performance and 1 share attributable to accrued dividend equivalents. On November 10, 2026, the Human Capital & Compensation Committee certified the fiscal year 2026 ROIC performance factor at 200%, the maximum level. This factor is one of three equally weighted annual factors that will be averaged after fiscal year 2028 to determine the number of shares that will vest under the FY26-28 ROIC PSUs. The reported shares remain unvested and subject to final performance certification, the terms of the applicable award agreement, and the Company's 2017 Omnibus Incentive Plan. |
| (2) | 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 November 12, 2026. |