Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On August 19, 2026, Woodward, Inc. (the "Company") entered into a Note Purchase Agreement (the "Note Purchase Agreement") with the purchasers named therein (the "Purchasers"), relating to the sale by the Company and the purchase by the Purchasers of an aggregate principal amount of $450,000,000 of senior unsecured notes comprised of (a) $150,000,000 aggregate principal amount of the Company's Series U Senior Notes due September 30, 2029 (the "Series U Notes"), (b) $150,000,000 aggregate principal amount of the Company's Series V Senior Notes due September 30, 2030 (the "Series V Notes"), and (c) $150,000,000 aggregate principal amount of the Company's Series W Senior Notes due September 30, 2033 (the "Series W Notes," and together with the Series U Notes and the Series V Notes, collectively, the "Notes"), in a series of private placement transactions. The closing of the sale of the Notes is scheduled to occur on September 30, 2026.

The Series U Notes will have a maturity date of September 30, 2029 and bear interest at a rate of 5.34% per annum or 6.09% per annum during any fiscal quarter following a fiscal quarter on the last day of which the debt to EBITDA leverage ratio is greater than 3.5 to 1.0. The Series V Notes have a maturity date of September 30, 2030 and bear interest at a rate of 5.39% per annum or 6.14% per annum during any fiscal quarter following a fiscal quarter on the last day of which the debt to EBITDA leverage ratio is greater than 3.5 to 1.0. The Series W Notes have a maturity date of September 30, 2033 and bear interest at a rate of 5.64% per annum or 6.39% per annum during any fiscal quarter following a fiscal quarter on the last day of which the debt to EBITDA leverage ratio is greater than 3.5 to 1.0. Interest on any outstanding principal amount of the Notes will be payable semi-annually on March 23rd and September 30th of each year, commencing on March 30, 2027.

The Company's respective obligations under the Note Purchase Agreement and the Notes will rank at all times at least pari passu, without preference or priority, with all other unsecured unsubordinated debt of the Company.

The Note Purchase Agreement contains restrictive covenants customary for such financings, including, among other things, covenants that place limits on the Company's ability to incur liens on assets, incur additional debt (including a leverage test), transfer or sell the Company's assets, merge or consolidate with other persons and enter into material transactions with affiliates. The Note Purchase Agreement also contains financial covenants which require the Company to maintain a specified leverage ratio of net indebtedness to consolidated EBITDA, which is consistent with financial covenants set forth in the Existing Unsecured Indebtedness.

The Note Purchase Agreement also contains events of default customary for such financings, the occurrence of which would permit the Purchasers of the Notes to accelerate the amounts due thereunder. In the event of default, the interest rate accruing on each of the Notes would increase by 2%.

The Company's payment and performance obligations under the Note Purchase Agreement and the Notes, including without limitation the obligations for payment of all principal, interest and any applicable prepayment compensation amount on the Notes, are guaranteed by MPC Products Corporation and Woodward HRT, Inc., each a wholly owned subsidiary of Woodward.

The Company, at its option, is permitted at any time to prepay all or any part of the then-outstanding principal amount of any series of the Notes at 100% of the principal amount of the series of Notes to be prepaid (but, in the case of partial prepayment, not less than $1,000,000), together with interest accrued on such amount to be prepaid to the date of prepayment, plus any applicable prepayment compensation amount and, if any holder of the Notes has entered into a cross-currency swap agreement in respect of the Note held by such holder, certain losses (if any) incurred by such holder under such cross-currency swap agreement as a result of such prepayment.

The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the complete text of the Note Purchase Agreement, a copy of which is filed as exhibit 10.1 hereto and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 of this Current Report on Form 8-K regarding the Note Purchase Agreement is hereby incorporated by reference into this Item 2.03.