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2023-12-31 0000108312 wwd:IndustrialMember us-gaap:OperatingSegmentsMember 2024-10-01 2024-12-31 0000108312 wwd:AuthorizationTwoThousandTwentySixMember 2025-12-31 0000108312 wwd:AerospaceMember wwd:DefenseOEMMember 2024-10-01 2024-12-31 0000108312 wwd:SeriesMNotesMember 2025-10-01 2025-12-31 0000108312 us-gaap:TreasuryStockCommonMember 2025-10-01 2025-12-31 0000108312 wwd:InvestmentsInBanksAndFinancialInstitutionsMember us-gaap:FairValueInputsLevel1Member 2025-12-31 iso4217:EUR wwd:Loan xbrli:pure xbrli:shares iso4217:USD xbrli:shares wwd:Segment iso4217:USD wwd:Swap   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31 , 2025 or ☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 001-39265 WOODWARD, INC. (Exact name of registrant as specified in its charter)   Delaware   36-1984010 (State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)       1081 Woodward Way , Fort Collins , Colorado   80524 (Address of principal executive offices)   (Zip Code)   ( 970 ) 482-5811 (Registrant’s telephone number, including area code)   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered       Common Stock, par value $0.001455 per share WWD NASDAQ Global Select Market   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of February 3, 2026, 59,615,869 shares of the registrant’s common stock with a par value of $0.001455 per share were outstanding.     TABLE OF CONTENTS           Page PART I – FINANCIAL INFORMATION Item 1.   Financial Statements   1     Condensed Consolidated Statements of Earnings   1     Condensed Consolidated Statements of Comprehensive Earnings   2     Condensed Consolidated Balance Sheets   3     Condensed Consolidated Statements of Cash Flows   4     Condensed Consolidated Statements of Stockholders’ Equity   5     Notes to Condensed Consolidated Financial Statements   6 Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   28     Forward-Looking Statements   28     Overview   29     Results of Operations   30     Liquidity and Capital Resources   33 Item 3.   Quantitative and Qualitative Disclosures About Market Risk   38 Item 4.   Controls and Procedures   38 PART II – OTHER INFORMATION Item 1.   Legal Proceedings   39 Item 1A.   Risk Factors   39 Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds   39 Item 5.   Other Information   40 Item 6.   Exhibits   41     Signatures   41           PART I – FINANCI AL INFORMATION Item 1. Financi al Statements WOODWARD, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share amounts) (Unaudited)     Three Months Ended       December 31,       2025     2024   Net sales   $ 996,454     $ 772,725   Costs and expenses:             Cost of goods sold     704,293       583,091   Selling, general and administrative expenses     94,985       69,696   Research and development costs     37,756       30,207   Interest expense     10,344       12,341   Interest income     ( 701 )     ( 1,377 ) Other income, net     ( 19,374 )     ( 23,087 ) Total costs and expenses     827,303       670,871   Earnings before income taxes     169,151       101,854   Income tax expense     35,432       14,763   Net earnings   $ 133,719     $ 87,091                 Earnings per share:             Basic earnings per share   $ 2.23     $ 1.47   Diluted earnings per share   $ 2.17     $ 1.42                 Weighted Average Common Shares Outstanding:             Basic     59,837       59,216   Diluted     61,590       61,141   See accompanying Notes to Condensed Consolidated Financial Statements 1   WOODWARD, INC. CONDENSED CONSOLIDATED STATE MENTS OF COMPREHENSIVE EARNINGS (In thousands) (Unaudited)     Three Months Ended       December 31,       2025     2024   Net earnings   $ 133,719     $ 87,091                 Other comprehensive earnings:             Foreign currency translation adjustments     1,160       ( 36,884 ) Net (loss) gain on foreign currency transactions designated as hedges of net investments     ( 84 )     3,063   Taxes on changes in foreign currency translation adjustments     2,359       436   Foreign currency translation and hedge transactions adjustments, net of tax     3,435       ( 33,385 )               Derivative related other comprehensive earnings:             Unrealized gain on fair value adjustment of derivative instruments     1,848       20,368   Reclassification of net realized losses (gain) on derivatives to earnings     534       ( 27,683 ) Derivative adjustments, net of tax     2,382       ( 7,315 )             Pension and other postretirement medical liability other comprehensive earnings:             Amortization of:             Net prior service cost     135       197   Net actuarial (gain)     ( 199 )     ( 167 ) Foreign currency exchange rate changes on pension and other postretirement medical liabilities     ( 40 )     ( 326 ) Taxes on changes in pension and other postretirement medical liability adjustments     34       ( 15 ) Pension and other postretirement benefit plan adjustments, net of tax     ( 70 )     ( 311 ) Total comprehensive earnings   $ 139,466     $ 46,080   See accompanying Notes to Condensed Consolidated Financial Statements 2   WOODWARD, INC. CONDENSED CONSOLIDATE D BALANCE SHEETS (In thousands, except per share amounts) (Unaudited)     December 31,     September 30,       2025     2025   ASSETS             Current assets:             Cash and cash equivalents   $ 454,245     $ 327,431   Accounts receivable, less allowance for uncollectible amounts of $ 13,426  and $ 9,725 , respectively     796,760       831,116   Inventories     689,217       654,608   Income taxes receivable     44,934       1,553   Other current assets     63,967       69,706   Total current assets     2,049,123       1,884,414   Property, plant and equipment, net     1,002,187       986,623   Goodwill     832,065       832,288   Intangible assets, net     425,408       428,080   Deferred income tax assets     45,503       118,711   Other assets     379,611       380,027   Total assets   $ 4,733,897     $ 4,630,143   LIABILITIES AND STOCKHOLDERS' EQUITY             Current liabilities:             Short-term debt   $ 383,000     $ 122,300   Current portion of long-term debt     48,033       122,934   Accounts payable     269,981       289,417   Income taxes payable     52,429       59,655   Accrued liabilities     245,688       313,083   Total current liabilities     999,131       907,389   Long-term debt, less current portion     457,005       456,968   Deferred income tax liabilities     107,652       107,669   Other liabilities     582,621       591,727   Total liabilities     2,146,409       2,063,753   Commitments and contingencies (Note 22)             Stockholders' equity:             Preferred stock, par value $ 0.003  per share, 10,000  shares authorized, no  shares issued     —       —   Common stock, par value $ 0.001455  per share, 150,000  shares authorized, 72,960  shares issued     106       106   Additional paid-in capital     497,787       482,259   Accumulated other comprehensive losses     ( 4,668 )     ( 10,415 ) Deferred compensation     1,947       1,741   Retained earnings     3,717,350       3,600,395       4,212,522       4,074,086   Treasury stock at cost, 13,174  shares and 13,060  shares, respectively     ( 1,623,087 )     ( 1,505,955 ) Treasury stock held for deferred compensation, at cost, 28  shares     ( 1,947 )     ( 1,741 ) Total stockholders' equity     2,587,488       2,566,390   Total liabilities and stockholders' equity   $ 4,733,897     $ 4,630,143   See accompanying Notes to Condensed Consolidated Financial Statements 3   WOODWARD, INC. CONDENSED CONSOLIDATED STAT EMENTS OF CASH FLOWS (In thousands) (Unaudited)     Three Months Ended December 31,       2025     2024   Cash flows from operating activities:             Net earnings   $ 133,719     $ 87,091   Adjustments to reconcile net earnings to net cash provided by operating activities:             Depreciation and amortization     29,038       27,876   Net loss (gain) on sales of assets and businesses     18       ( 9,243 ) Stock-based compensation     7,030       6,666   Deferred income taxes     75,582       ( 1,504 ) Changes in operating assets and liabilities:             Trade accounts receivable     64,586       83,511   Unbilled receivables (contract assets)     ( 30,790 )     ( 16,667 ) Costs to fulfill a contract     2,754       ( 3,076 ) Inventories     ( 34,524 )     ( 49,514 ) Accounts payable and accrued liabilities     ( 77,721 )     ( 94,647 ) Contract liabilities     ( 10,799 )     ( 4,352 ) Income taxes     ( 50,737 )     6,356   Retirement benefit obligations     ( 866 )     ( 840 ) Other     7,147       2,859   Net cash provided by operating activities     114,437       34,516                 Cash flows from investing activities:             Payments for purchase of property, plant, and equipment     ( 44,129 )     ( 33,574 ) Proceeds from sale of assets     —       36   Proceeds from business divestitures     —       1,438   Payments for acquisitions, net of cash acquired     ( 4,200 )     —   Net cash (used in) investing activities     ( 48,329 )     ( 32,100 )               Cash flows from financing activities:             Cash dividends paid     ( 16,764 )     ( 14,781 ) Proceeds from sales of treasury stock     20,859       28,876   Payments for repurchases of common stock     ( 129,387 )     ( 35,473 ) Borrowings on revolving lines of credit and short-term borrowings     1,254,653       668,300   Payments on revolving lines of credit and short-term borrowings     ( 993,953 )     ( 627,300 ) Payments of long-term debt and finance lease obligations     ( 75,252 )     ( 236 ) Net cash provided by financing activities     60,156       19,386   Effect of exchange rate changes on cash and cash equivalents     550       ( 20,346 ) Net change in cash and cash equivalents     126,814       1,456   Cash and cash equivalents at beginning of year     327,431       282,270   Cash and cash equivalents at end of period   $ 454,245     $ 283,726   See accompanying Notes to Condensed Consolidated Financial Statements 4   WOODWARD, INC. CONDENSED CONSOLIDATED STATE MENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited)   Stockholders' equity                 Accumulated other comprehensive (loss) earnings                                   Common stock     Additional  paid-in capital     Foreign currency translation adjustments     Unrealized derivative gains (losses)     Minimum retirement benefit liability adjustments     Total accumulated other comprehensive  (loss) earnings     Deferred compensation     Retained  earnings     Treasury  stock at cost     Treasury stock held for deferred compensation     Total stockholders' equity   Balances as of September 30, 2024 $ 106     $ 396,554     $ ( 39,129 )   $ ( 5,177 )   $ 11,608     $ ( 32,698 )   $ 2,662     $ 3,223,259     $ ( 1,410,805 )   $ ( 2,662 )   $ 2,176,416   Net earnings   —       —       —       —       —       —       —       87,091       —       —       87,091   Other comprehensive earnings (loss), net of tax   —       —       ( 33,385 )     ( 7,315 )     ( 311 )     ( 41,011 )     —       —       —       —       ( 41,011 ) Cash dividends paid ($ 0.25  per share)   —       —       —       —       —       —       —       ( 14,781 )     —       —       ( 14,781 ) Purchase of treasury stock   —       —       —       —       —       —       —       —       ( 35,473 )     —       ( 35,473 ) Sales of treasury stock   —       10,340       —       —       —       —       —       —       18,319       —       28,659   Common shares issued for benefit plans   —       615       —       —       —       —       —       —       239       —       854   Stock-based compensation   —       6,666       —       —       —       —       —       —       —       —       6,666   Purchases of stock by deferred compensation   —       —       —       —       —       —       48       —       —       ( 48 )     —   Distribution of stock from deferred compensation   —       —       —       —       —       —       ( 958 )     —       —       958       —   Balances as of December 31, 2024 $ 106     $ 414,175     $ ( 72,514 )   $ ( 12,492 )   $ 11,297     $ ( 73,709 )   $ 1,752     $ 3,295,569     $ ( 1,427,720 )   $ ( 1,752 )   $ 2,208,421                                                                   Balances as of September 30, 2025   106       482,259       ( 18,950 )     ( 5,847 )     14,382       ( 10,415 )     1,741       3,600,395       ( 1,505,955 )     ( 1,741 )     2,566,390   Net earnings   —       —       —       —       —       —       —       133,719       —       —       133,719   Other comprehensive earnings (loss), net of tax   —       —       3,435       2,382       ( 70 )     5,747       —       —       —       —       5,747   Cash dividends paid ($ 0.28  per share)   —       —       —       —       —       —       —       ( 16,764 )     —       —       ( 16,764 ) Purchases of treasury stock   —       —       —       —       —       —       —       —       ( 129,387 )     —       ( 129,387 ) Sales of treasury stock   —       8,498       —       —       —       —       —       —       12,255       —       20,753   Common shares issued for benefit plans   —       —       —       —       —       —       —       —       —       —       —   Stock-based compensation   —       7,030       —       —       —       —       —       —       —       —       7,030   Purchases of stock by deferred compensation   —       —       —       —       —       —       264       —       —       ( 264 )     —   Distribution of stock from deferred compensation   —       —       —       —       —       —       ( 58 )     —       —       58       —   Balances as of December 31, 2025 $ 106     $ 497,787     $ ( 15,515 )   $ ( 3,465 )   $ 14,312     $ ( 4,668 )   $ 1,947     $ 3,717,350     $ ( 1,623,087 )   $ ( 1,947 )   $ 2,587,488   See accompanying Notes to Condensed Consolidated Financial Statements 5   WOODWARD, INC. NOTES TO CONDENSED CONSOLIDA TED FINANCIAL STATEMENTS (In thousands, except per share amounts) (Unaudited) Note 1. Basis of presentation The Condensed Consolidated Financial Statements of Woodward, Inc. (“Woodward” or the “Company”) as of December 31, 2025 and for the three months ended December 31, 2025 and 2024, included herein, have not been audited by an independent registered public accounting firm. These unaudited Condensed Consolidated Financial Statements reflect all normal recurring adjustments that, in the opinion of management, are necessary to present fairly Woodward’s financial position as of December 31, 2025, and the statements of earnings, comprehensive earnings, cash flows, and changes in stockholders’ equity for the periods presented herein. The results of operations for the three months ended December 31, 2025 and 2024 are not necessarily indicative of the operating results to be expected for other interim periods or for the full fiscal year. Dollar and share amounts contained in these unaudited Condensed Consolidated Financial Statements are in thousands, except per share amounts, unless otherwise noted. The unaudited Condensed Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in Woodward’s most recent Annual Report on Form 10-K filed with the SEC and other financial information filed with the SEC. Management is required to use estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported revenues and expenses recognized during the reporting period, and certain financial statement disclosures, in the preparation of the unaudited Condensed Consolidated Financial Statements included herein. Significant estimates in these unaudited Condensed Consolidated Financial Statements include allowances for credit losses; net realizable value of inventories; variable consideration including customer rebates earned and payable and early payment discounts; warranty reserves; useful lives of property and identifiable intangible assets; the evaluation of impairments of property, intangible assets, and goodwill; the provision for income tax and related valuation reserves; the valuation of derivative instruments; assumptions used in the determination of the funded status and annual expense of pension and postretirement employee benefit plans; the valuation of stock compensation instruments granted to members, board members and any other eligible recipients; estimates of incremental borrowing rates used when estimating the present value of future lease payments; assumptions used when including renewal options or non-exercise of termination options in lease terms; estimates of total lifetime sales used in the recognition of revenue associated with material rights and balance sheet classification of the related contract liability; estimates of total sales contract costs when recognizing revenue under the cost-to-cost method; and contingencies. Actual results could vary from Woodward’s estimates. Note 2. New accounting standards From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The purpose of ASU 2023-09 is to provide enhanced annual disclosures surrounding income taxes by requiring consistent categories and greater disaggregation of information in the rate reconciliation, the disaggregation of income taxes paid by jurisdiction, as well as several other changes to the income tax disclosure. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 (fiscal year 2026 for Woodward), with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. Woodward is currently assessing the impact on its income tax disclosures. In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The purpose of ASU 2024-03 is to provide enhanced disclosures about significant expenses on the Consolidated Statement of Earnings. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 (fiscal year 2028 for Woodward), and interim periods within fiscal years beginning after December 15, 2027 (fiscal year 2029 for Woodward), with early adoption permitted, and are to be applied either on a prospective basis to financial statements issued for reporting periods after the 6   effective date or on a retrospective basis to all periods presented. Woodward is currently assessing the impact on its Consolidated Statement of Earnings disclosures. Note 3. Revenue The amount of revenue recognized as point in time or over time was as follows:     Three Months Ended December 31, 2025     Three Months Ended December 31, 2024       Aerospace     Industrial     Consolidated     Aerospace     Industrial     Consolidated   Point in time   $ 253,645     $ 213,971     $ 467,616     $ 191,985     $ 155,068     $ 347,053   Over time     381,252       147,586       528,838       301,897       123,775       425,672   Total net sales   $ 634,897     $ 361,557     $ 996,454     $ 493,882     $ 278,843     $ 772,725   Accounts Receivable Accounts receivable consisted of the following:     December 31, 2025     September 30, 2025   Billed receivables             Trade accounts receivable   $ 413,842     $ 477,217   Other (Chinese financial institutions)     —       104   Total billed receivables     413,842       477,321   Current unbilled receivables (contract assets)     396,344       363,520   Total accounts receivable     810,186       840,841   Less: Allowance for uncollectible amounts     ( 13,426 )     ( 9,725 ) Total accounts receivable, net   $ 796,760     $ 831,116   As of December 31, 2025, “Other assets” on the Condensed Consolidated Balance Sheets includes $ 9,161 of unbilled receivables not expected to be invoiced and collected within a period of 12 months, compared to $ 10,963 as of September 30, 2025. Accounts receivable in Woodward’s Condensed Consolidated Financial Statements represent the net amount expected to be collected, and an allowance for uncollectible amounts related to credit losses is established based on expected losses. Expected losses are estimated by reviewing specific customer accounts, taking into consideration accounts receivable aging, credit risk of the customers, and historical payment history, as well as current and forecasted economic conditions and other relevant factors. The allowance for uncollectible amounts and change in expected credit losses for trade accounts receivable and unbilled receivables (contract assets) consisted of the following:     Three Months Ended December 31,       2025     2024   Balance, beginning   $ 9,725     $ 7,738   Changes in estimates     3,629       207   Write-offs     ( 78 )     —   Other 1     150       ( 152 ) Balance, ending   $ 13,426     $ 7,793   (1) Includes effects of foreign exchange rate changes during the period. 7   Contract liabilities Contract liabilities consisted of the following:     December 31, 2025     September 30, 2025       Current     Noncurrent     Current     Noncurrent   Deferred revenue from material rights from JV formation   $ 7,494     $ 227,583     $ 7,298     $ 229,878   Deferred revenue from advanced invoicing and/or prepayments from customers     13,553       722       14,944       2,115   Liability related to customer supplied inventory     20,109       —       19,640       —   Deferred revenue from material rights related to engineering and development funding     7,988       192,440       7,353       199,465   Net contract liabilities   $ 49,144     $ 420,745     $ 49,235     $ 431,458   Woodward recognized revenue of $ 14,530 in the three months ended December 31, 2025 from contract liabilities balances recorded as of October 1, 2025, compared to $ 16,083 in the three months ended December 31, 2024 from contract liabilities balances recorded as of October 1, 2024. Remaining performance obligations Remaining performance obligations related to the aggregate amount of the total contract transaction price of firm orders for which the performance obligation has not yet been recognized in revenue as of December 31, 2025 were $ 3,477,548 , compared to $ 3,195,156 as of September 30, 2025 , the majority of which relates to Woodward’s Aerospace segment in both periods. Woodward expects to recognize almost all remaining performance obligations within two years after December 31, 2025. Remaining performance obligations related to material rights that have not yet been recognized in revenue as of December 31, 2025 were $ 506,806 , of which $ 11,666 is expected to be recognized in the remainder of fiscal year 2026 , $ 17,480 is expected to be recognized in fiscal year 2027 , and the remaining balance is expected to be recognized thereafter. Woodward expects to recognize revenue from performance obligations related to material rights over the life of the underlying programs, which may be as long as forty years . Disaggregation of Revenue Woodward designs, produces, and services reliable, efficient, low-emission, and high-performance energy control products for diverse applications in markets throughout the world. Woodward reports financial results for each of its reportable segments, Aerospace and Industrial, and further disaggregates its revenue from contracts with customers by primary market as Woodward believes this best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Revenue by primary market for the Aerospace reportable segment was as follows:     Three Months Ended December 31,       2025     2024   Commercial OEM   $ 187,939     $ 154,076   Commercial services     244,906       163,850   Defense OEM     138,233       112,782   Defense services     63,819       63,174   Total Aerospace segment net sales   $ 634,897     $ 493,882   Revenue by primary market for the Industrial reportable segment was as follows:     Three Months Ended December 31,       2025     2024   Power generation   $ 122,840     $ 115,008   Transportation     166,308       107,265   Oil and gas     72,409       56,570   Total Industrial segment net sales   $ 361,557     $ 278,843   Based on changes in market dynamics, the Company has refined its Industrial end market presentation to better align certain sales within power generation, transportation, and oil and gas. Accordingly, sales for the three months ended 8   December 31, 2024 have been reclassified for comparability. The reclassification had no impact on total Industrial segment net sales or the Company's financial results. T he customers who each account for approximately 10% or more of net sales of each of Woodward’s reportable segments were as follows:     Three Months Ended December 31, 2025   Three Months Ended December 31, 2024 Aerospace   GE Aerospace, The Boeing Company, RTX Corporation   RTX Corporation, GE Aerospace, The Boeing Company Industrial   Rolls-Royce PLC, Weichai Power   Rolls-Royce PLC, GE Vernova, Inc.   Note 4. Earnings per share Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share reflects the weighted-average number of shares outstanding after consideration of the dilutive effect of stock options, restricted stock units, and performance stock units. The following is a reconciliation of net earnings to basic earnings per share and diluted earnings per share:     Three Months Ended December 31,       2025     2024   Numerator:             Net earnings   $ 133,719     $ 87,091   Denominator:             Basic shares outstanding     59,837       59,216   Dilutive effect of stock options; restricted and performance stock units     1,753       1,925   Diluted shares outstanding     61,590       61,141   Income per common share:             Basic earnings per share   $ 2.23     $ 1.47   Diluted earnings per share   $ 2.17     $ 1.42   The following stock option grants and restricted stock awards were outstanding but were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive:     Three Months Ended December 31,       2025     2024   Restricted stock and option awards     12       16   Weighted-average price   $ —     $ —   The weighted-average shares of common stock outstanding for basic and diluted earnings per share included the weighted-average treasury stock shares held for deferred compensation obligations of the following:     Three Months Ended December 31,       2025     2024   Weighted-average treasury stock shares held for deferred compensation obligations     29       38     Note 5. Leases Lessee arrangements Woodward has entered into operating leases for certain facilities and equipment with terms in excess of one year under agreements that expire at various dates. Some leases require the payment of property taxes, insurance, maintenance costs, or other similar costs in addition to rental payments. Woodward has also entered into finance leases for equipment with terms in excess of one year under agreements that expire at various dates. 9   Lease-related assets and liabilities were as follows:     Classification on the Condensed Consolidated Balance Sheets   December 31, 2025     September 30, 2025   Assets:                 Operating lease   Other assets   $ 23,794     $ 25,274   Finance lease   Property, plant, and equipment, net     2,573       2,896   Total lease assets         26,367       28,170                   Current liabilities:               Operating lease   Accrued liabilities     5,387       5,465   Finance lease   Current portion of long-term debt     1,043       1,032   Noncurrent liabilities:                 Operating lease   Other liabilities     19,079       20,199   Finance lease   Long-term debt, less current portion     1,635       1,902   Total lease liabilities       $ 27,144     $ 28,598   Lease-related expenses were as follows:     Three Months Ended December 31,       2025     2024   Operating lease expense   $ 2,058     $ 1,796   Amortization of finance lease assets     242       241   Interest on finance lease liabilities     33       44   Variable lease expense     399       193   Short-term lease expense     26       53   Total lease expense   $ 2,758     $ 2,327   Lease-related supplemental cash flow information was as follows:     Three Months Ended December 31,       2025     2024   Cash paid for amounts included in the measurement of lease liabilities:             Operating cash flows for operating leases   $ 1,614     $ 1,534   Operating cash flows for finance leases     33       44   Financing cash flows for finance leases     253       235   Right-of-use assets obtained in exchange for recorded lease obligations:             Operating leases     224       476   Finance leases     —       1,069   Lessor arrangements Woodward has assessed its manufacturing contracts and concluded that certain of the contracts for the manufacture of customer products met the criteria to be considered a leasing arrangement (“embedded leases”) with Woodward as the lessor. The specific manufacturing contracts that met the criteria were those that utilized Woodward property, plant, and equipment and which are substantially (more than 90%) dedicated to the manufacturing of the product(s) for a single customer. Woodward has dedicated manufacturing lines with three of its customers representing embedded leases, all of which qualified as operating leases with undefined quantities of future customer purchase commitments. Although Woodward expects to allocate some portion of future net sales to these customers to embedded lessor arrangements, it cannot provide expected future undiscounted lease payments from property, plant, and equipment leased to customers as of December 31, 2025. If, in the future, customers reduce purchases of related products from Woodward, the Company believes it will derive additional value from the underlying equipment by repurposing its use to support other customer arrangements. Revenue from contracts with customers that included embedded operating leases, which are included in “ Net sales ” in the Condensed Consolidated Statements of Earnings, were $ 1,026 for the three months ended December 31, 2025, compared to $ 1,034 for the three months ended December 31, 2024. 10   The carrying amount of property, plant, and equipment leased to others through embedded leasing arrangements, included in “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets, follows:     December 31, 2025     September 30, 2025   Property, plant, and equipment   $ 41,915     $ 41,593   Less accumulated depreciation     ( 29,899 )     ( 29,110 ) Property, plant, and equipment, net   $ 12,016     $ 12,483     Note 6. Joint venture In fiscal year 2016, Woodward and GE consummated the formation of a strategic joint venture (the “JV”). For purposes of the JV, GE has been acting through GE Aerospace since April 2024. The JV was formed to develop, manufacture, and support fuel s ystems for specified existing and all future GE commercial aircraft engines that produce thrust in excess of 50,000 pounds. Woodward is accounting for its 50 % ownership interest in the JV using the equity method of accounting. The JV is a related party to Woodward, and transactions between Woodward and the JV are included in our Aerospace segment. Unamortized deferred revenue recorded in connection with the JV formation included:     December 31, 2025     September 30, 2025   Accrued liabilities   $ 7,494     $ 7,298   Other liabilities     227,583       229,878   Amortization of the deferred gain recognized as an increase to net sales was $ 2,099 for the three months ended December 31, 2025 and $ 1,023 for the three months ended December 31, 2024. Other income related to Woodward’s equity interest in the earnings of the JV were as follows:     Three Months Ended December 31,       2025     2024   Other income   $ 15,377     $ 10,156   Cash distributions to Woodward from the JV, recognized in “Other, net” in “Net cash provided by operating activities” on the Condensed Consolidated Statements of Cash Flows, were as follows:     Three Months Ended December 31,       2025     2024   Cash distributions   $ 14,000     $ 11,000   Net sales to the JV were as follows:     Three Months Ended December 31,       2025     2024   Net sales   $ 24,555     $ 20,696   Woodward net sales includes a reduction of $ 20,673 for the three months ended December 31, 2025, compared to $ 16,011 for the three months ended December 31, 2024, related to royalties, associated with the contributed IP, owed to the JV by Woodward on sales by Woodward directly to third-party services customers. The Condensed Consolidated Balance Sheets include “Accounts receivable” related to amounts the JV owed Woodward, “Accounts payable” related to amounts Woodward owed the JV, and “Other assets” related to Woodward’s net investment in the JV, as follows:     December 31, 2025     September 30, 2025   Accounts receivable   $ 4,131     $ 5,377   Accounts payable     7,591       8,370   Other assets     24,446       23,069     11   Note 7. Financial instruments and fair value measurements The table below presents information about Woodward’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques Woodward utilized to determine such fair value.     At December 31, 2025     At September 30, 2025       Level 1     Level 2     Level 3     Total     Level 1     Level 2     Level 3     Total   Financial assets:                                                 Investments in money markets and depository accounts   $ 87,573     $ —     $ —     $ 87,573     $ 30,256     $ —     $ —     $ 30,256   Equity securities     41,671       —       —       41,671       37,846       —       —       37,846   Total financial assets   $ 129,244     $ —     $ —     $ 129,244     $ 68,102     $ —     $ —     $ 68,102                                                     Financial liabilities:                                                 Cross-currency interest rate swaps   $ —     $ 25,612     $ —     $ 25,612     $ —     $ 27,406     $ —     $ 27,406   Total financial liabilities   $ —     $ 25,612     $ —     $ 25,612     $ —     $ 27,406     $ —     $ 27,406   Investments in money markets and depository accounts: The Company sometimes invests excess cash in various highly liquid financial instruments that Woodward believes are with creditworthy financial institutions. Such investments are reported in “Cash and cash equivalents” at fair value, with realized gains from interest income recognized in earnings. The carrying value of Woodward’s investments in money markets and depository accounts are considered equal to the fair value given the highly liquid nature of the investments. Equity securities: Woodward holds marketable equity securities, through investments in various mutual funds, related to its deferred compensation program. Based on Woodward’s intentions regarding these instruments, marketable equity securities are classified as trading securities. The trading securities are reported at fair value, with realized gains and losses recognized in “Other income, net” on the Condensed Consolidated Statements of Earnings. The trading securities are included in “Other assets” in the Condensed Consolidated Balance Sheets. The fair values of Woodward’s trading securities are based on the quoted market prices for the net asset value of the various mutual funds. Cross-currency interest rate swaps: Woodward holds cross-currency interest rate swaps, which are accounted for at fair value. The swaps in an asset position are included in “Other current assets” and “Other assets,” and swaps in a liability position are included in “Accrued liabilities” and “Other liabilities” in the Condensed Consolidated Balance Sheets. The fair values of Woodward’s cross-currency interest rate swaps are determined using a market approach that is based on observable inputs other than quoted market prices, including contract terms, interest rates, currency rates, and other market factors. Cash, trade accounts receivable, accounts payable, and short-term borrowings are not remeasured to fair value, as the carrying cost of each approximates its respective fair value. The estimated fair values and carrying costs of other financial instruments that are not required to be remeasured at fair value in the Condensed Consolidated Balance Sheets were as follows:         At December 31, 2025     At September 30, 2025       Fair Value Hierarchy Level   Estimated Fair Value     Carrying Cost     Estimated Fair Value     Carrying Cost   Assets:                             Notes receivable from municipalities   2   $ 5,055     $ 5,007     $ 5,444     $ 5,392   Investments in short-term time deposits   2     66       65       67       66   Liabilities:                             Long-term debt   2     493,326       505,638       566,582       580,547   In connection with certain economic incentives related to Woodward’s development of a second campus in the greater Rockford, Illinois area for its Aerospace segment and Woodward’s development of its corporate headquarters in Fort Collins, Colorado, Woodward received long-term notes from municipalities within the states of Illinois and Colorado. The fair value of the long-term notes was estimated based on a model that discounted future principal and interest payments 12   received at an interest rate available to Woodward at the end of the period for similarly rated municipal notes of similar maturity, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy. The interest rates used to estimate the fair value of the long-term notes were 2.9 % at December 31, 2025 and 3.0 % at September 30, 2025. From time to time, certain of Woodward’s foreign subsidiaries will invest excess cash in short-term time deposits with a fixed maturity date of longer than three months but less than one year from the date of the deposit. Woodward believes that the investments are with creditworthy financial institutions. The fair value of the investments in short-term time deposits was estimated based on a model that discounted future principal and interest payments to be received at an interest rate available to the foreign subsidiary entering into the investment for similar short-term time deposits of similar maturity. This was determined to be a level 2 input as defined by the U.S. GAAP fair value hierarchy. The interest rates used to estimate the fair value of the short-term time deposits were 4.8 % at December 31, 2025 and 5.3 % at September 30, 2025. The fair value of long-term debt was estimated based on a model that discounted future principal and interest payments at interest rates available to the Company at the end of the period for similar debt of the same maturity, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy. The weighted-average interest rates used to estimate the fair value of long-term debt were 4.1 % at December 31, 2025 and 4.2 % at September 30, 2025. Woodward does not have expected credit losses related to any financial assets that are not required to be remeasured at fair value. Note 8. Derivative instruments and hedging activities Derivative instruments not designated or qualifying as hedging instruments In May 2020, Woodward entered into five fixed-rate cross-currency interest rate swap agreements (the “2020 Fixed-Rate Cross-Currency Swaps”), with an aggregate notional value of $ 400,000 , which effectively reduced the interest rates on the underlying fixed-rate debt under the 2018 Notes (as defined in Note 15, Credit Facilities, short-term borrowings, and long-term debt, in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of Woodward’s most recently filed Form 10-K) and Woodward’s then existing revolving credit agreement. The net interest income of the 2020 Fixed-Rate Cross-Currency Swaps is recorded as a reduction to “Interest expense” in Woodward’s Condensed Consolidated Statements of Earnings. The total notional value of the 2020 Fixed-Rate Cross-Currency Swaps was $ 315,000 at December 31, 2025. See Note 7, Financial Instruments and fair value measurements for the related fair value of the derivative instruments as of December 31, 2025. Derivative instruments in cash flow hedging relationships In May 2020, Woodward entered into five U.S. dollar intercompany loans payable, with identical terms and notional values of each tranche of the 2020 Fixed-Rate Cross-Currency Swaps, together with reciprocal fixed-rate intercompany cross-currency interest rate swaps. The agreements were entered into by Woodward Barbados Euro Financing SRL ("Euro Barbados"), a wholly owned subsidiary of Woodward, and are designated as cash flow hedges under the criteria prescribed in ASC 815. The objective of these derivative instruments is to hedge the risk of variability in cash flows attributable to the foreign currency exchange risk for future principal and interest payments associated with the U.S. dollar denominated intercompany loans over a 13 year period, as Euro Barbados maintains a Euro functional currency. For each of the fixed-rate intercompany cross-currency interest rate swaps, changes in the fair values of the derivative instruments are recognized in accumulated OCI and reclassified to foreign currency transaction gain or loss included in “Selling, general and administrative expenses” in Woodward’s Condensed Consolidated Statements of Earnings. Reclassifications out of accumulated OCI of the change in fair value occur each reporting period based upon changes in the spot rate remeasurement of the Euro and U.S. dollar denominated intercompany loans, including associated interest. Hedge effectiveness is assessed based on the fair value changes of the derivative instruments, and such hedges are deemed to be highly effective in offsetting exposure to variability in foreign exchange rates. There are no credit-risk-related contingent features associated with these fixed-rate cross-currency interest rate swaps. Derivatives instruments in net investment hedging relationships On September 23, 2016 , Woodward and Woodward International Holding B.V., a wholly owned subsidiary of Woodward organized under the laws of The Netherlands (the “BV Subsidiary”), each entered into a note purchase agreement (the “2016 Note Purchase Agreement”) relating to the sale by Woodward and the BV Subsidiary of an aggregate principal amount of € 160,000 of senior unsecured notes in a series of private placement transactions. Woodward issued € 40,000 aggregate principal amount of Woodward’s Series M Senior Notes due September 23, 2026 (the “Series M Notes”). 13   Woodward designated the Series M Notes as a hedge of a foreign currency exposure of Woodward’s net investment in its Euro denominated functional currency subsidiaries. Related to the Series M Notes, included in foreign currency translation adjustments within total comprehensive (losses) earnings were net foreign exchange losses of $ 84 for the three months ended December 31, 2025, compared to net foreign exchange gains of $ 3,063 for the three months ended December 31, 2024. Impact of derivative instruments designated as qualifying hedging instruments The following table discloses the amounts recognized in relation to the cash flow hedges designated as qualifying hedging instruments:         Three months ended December 31,   Derivatives in:   Location   2025     2024   Loss (gain) reclassified from accumulated OCI into earnings   Selling, general and administrative expenses   $ 534     $ ( 27,683 ) (Gain) recognized in accumulated OCI   Selling, general and administrative expenses     ( 1,848 )     ( 20,368 ) The remaining unrecognized gains and losses in Woodward’s Condensed Consolidated Balance Sheets associated with derivative instruments that were previously entered into by Woodward, which are classified in accumulated OCI, were net losses of $ 3,448 as of December 31, 2025 and $ 5,830 as of September 30, 2025 . Note 9. Supplemental statement of cash flows information     Three Months Ended December 31,       2025     2024   Interest paid   $ 11,150     $ 13,158   Income taxes paid     11,588       11,060   Income tax refunds received     1,222       1,119   Non-cash activities:             Purchases of property, plant and equipment on account     4,706       3,916   Common shares issued from treasury to settle benefit obligations     —       854   Receivables related to business acquisitions and divestitures     1,391       9,213     Note 10. Acquisitions and Divestitures Acquisitions On July 21, 2025 , the Company acquired 100 % of the outstanding equity interests of Safran Electronics and Defense Canada, Inc. and certain net assets of Safran’s electro-mechanical actuation business in the United States and Mexico (“Safran Acquisition”) for total consideration of $ 40,286 , net of cash acquired and after net working capital adjustments. The acquisition, included within the Aerospace reportable segment, expands the Company’s electromechanical actuation portfolio and was financed through existing cash balances. The Company incurred acquisition-related costs of $ 9,348 in fiscal year 2025 that were expensed as incurred and recorded in "Selling, general and administrative expenses" within the Condensed Consolidated Statement of Earnings. 14   During the first quarter of fiscal 2026, the Company substantially completed its evaluation of the fair value of assets acquired and liabilities assumed related to the Safran Acquisition. The following table presents the preliminary fair ‑ value determinations included in the Condensed Consolidated Balance Sheet as of December 31, 2025:     December 31, 2025   Assets:       Accounts Receivable   $ 6,103   Inventories     11,833   Other current assets     3,125   Property, plant, and equipment     6,945   Goodwill     17,462   Other assets     4,527   Total assets   $ 49,995   Liabilities:       Accrued liabilities   $ 4,447   Accounts payable     588   Income tax payable     189   Other noncurrent liabilities     4,485   Total liabilities   $ 9,709   During the first quarter of fiscal year 2026, we made certain measurement period adjustments to the acquired assets and the assumed liabilities due to clarification of information utilized to determine fair value during the measurement period. The measurement period adjustment was a working capital adjustment that resulted in the reduction of goodwill. The majority of the goodwill is expected to be deductible for tax purposes and represents the estimated value of the acquired workforce, expanded sales opportunities on the next generation of aircraft, and other synergies expected from the integration of the Safran Acquisition with Woodward’s Aerospace segment. Divestitures The Company periodically reviews its business and from time to time may sell businesses, assets, or product lines as part of business rationalization. Any gain or loss recognized due to divestitures is recorded within the line item “Other income, net” in the Condensed Consolidated Statements of Earnings. In connection with certain product rationalization activities, during the three months ended December 31, 2024, the Company sold certain product lines of its Industrial segment. The Company received cash proceeds of $ 1,438 during the three months ended December 31, 2024. The sale of the heavy-duty gas turbine combustion parts product line was completed on March 3, 2025 . The carrying value of the assets and liabilities sold were as follows:     March 31, 2025   Assets:       Inventories   $ 20,110   Property, plant, and equipment     2,904   Goodwill     5,772   Intangible assets     2,269   Other assets     2,608   Total assets   $ 33,663           Liabilities:       Accrued liabilities   $ 1,566   Accounts payable     459   Other noncurrent liabilities     2,474   Total liabilities   $ 4,499     15   Note 11. Inventories     December 31, 2025     September 30, 2025   Raw materials   $ 211,680     $ 192,373   Work in progress     169,849       163,275   Component parts (1)     410,758       382,650   Finished goods     99,276       102,746   Customer supplied inventory     20,109       19,640   On-hand inventory for which control has transferred to the customer     ( 222,455 )     ( 206,076 )   $ 689,217     $ 654,608   (1) Component parts include items that can be sold separately as finished goods or included in the manufacture of other products. Note 12. Property, plant, and equipment     December 31, 2025     September 30, 2025   Land and land improvements   $ 103,903     $ 95,172   Buildings and building improvements     630,593       626,144   Leasehold improvements     15,932       15,900   Machinery and production equipment     891,257       885,473   Computer equipment and software     118,175       116,706   Office furniture and equipment     43,612       43,312   Other     33,610       33,591   Construction in progress     127,588       111,580       1,964,670       1,927,878   Less accumulated depreciation     ( 962,483 )     ( 941,255 ) Property, plant, and equipment, net   $ 1,002,187     $ 986,623   Woodward had depreciation expense as follows:     Three Months Ended December 31,       2025     2024   Depreciation expense   $ 21,696     $ 20,962     Note 13. Goodwill     September 30, 2025     Reduction from Working Capital Adjustment     Effects of Foreign Currency Translation     December 31, 2025   Aerospace   $ 473,779     $ ( 931 )   $ 84     $ 472,932   Industrial     358,509       —       624       359,133   Consolidated   $ 832,288     $ ( 931 )   $ 708     $ 832,065   In the first quarter of 2026, a working capital adjustment was made that resulted in a reduction of goodwill of $ 931 . 16   Note 14. Intangible assets, net     December 31, 2025     September 30, 2025       Gross Carrying Value     Accumulated Amortization     Net Carrying Amount     Gross Carrying Value     Accumulated Amortization     Net Carrying Amount   Intangible assets with finite lives:                                     Customer relationships and contracts:                                     Aerospace   $ 281,683     $ ( 252,348 )   $ 29,335     $ 281,683     $ ( 251,109 )   $ 30,574   Industrial     402,534       ( 131,270 )     271,264       401,778       ( 125,909 )     275,869   Total   $ 684,217     $ ( 383,618 )   $ 300,599     $ 683,461     $ ( 377,018 )   $ 306,443   Intellectual property:                                     Aerospace   $ —     $ —     $ —     $ —     $ —     $ —   Industrial     3,139       ( 3,139 )     —       3,139       ( 3,139 )     —   Total   $ 3,139     $ ( 3,139 )   $ —     $ 3,139     $ ( 3,139 )   $ —   Process technology:                                     Aerospace   $ 44,570     $ ( 41,127 )   $ 3,443     $ 44,570     $ ( 40,973 )   $ 3,597   Industrial     91,765       ( 38,534 )     53,231       87,640       ( 37,610 )     50,030   Total   $ 136,335     $ ( 79,661 )   $ 56,674     $ 132,210     $ ( 78,583 )   $ 53,627   Intangible asset with indefinite life:                                     Trade name:                                     Aerospace   $ —     $ —     $ —     $ —     $ —     $ —   Industrial     68,135       —       68,135       68,010       —       68,010   Total   $ 68,135     $ —     $ 68,135     $ 68,010     $ —     $ 68,010   Total intangibles:                                     Aerospace   $ 326,253     $ ( 293,475 )   $ 32,778     $ 326,253     $ ( 292,082 )   $ 34,171   Industrial     565,573       ( 172,943 )     392,630       560,567       ( 166,658 )     393,909   Consolidated Total   $ 891,826     $ ( 466,418 )   $ 425,408     $ 886,820     $ ( 458,740 )   $ 428,080   Woodward recorded amortization expense associated with intangibles of the following:     Three Months Ended December 31,       2025     2024   Amortization expense   $ 7,342     $ 6,914   Future amortization expense associated with intangibles is expected to be: Year Ending September 30:       2026 (Remaining)   $ 21,932   2027     29,381   2028     29,023   2029     28,118   2030     28,090   Thereafter     220,729     $ 357,273     Note 15. Credit facilities, short-term borrowings, and long-term debt As of December 31, 2025, Woodward’s short-term borrowings and availability under its various short-term credit facilities were as follows:     Total availability     Outstanding letters of credit and guarantees     Banker acceptance notes issued     Outstanding borrowings     Remaining availability   Revolving credit facility   $ 1,000,000     $ ( 7,869 )   $ —     $ ( 383,000 )   $ 609,131   Foreign lines of credit and overdraft facilities     25,600       ( 93 )     ( 192 )     —       25,315   Foreign performance guarantee facilities     87       ( 52 )     —       —       35       $ 1,025,687     $ ( 8,014 )   $ ( 192 )   $ ( 383,000 )   $ 634,481     17   Revolving credit facility Woodward maintains a $ 1,000,000 revolving credit facility established under a revolving credit agreement among Woodward, a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent, which provides for the option to increase available borrowings up to $ 1,500,000 , subject to lenders’ participation (as amended in October 2022, the “Second Amended and Restated Revolving Credit Agreement”). Borrowings under the Second Amended and Restated Revolving Credit Agreement can be made by Woodward and certain of its foreign subsidiaries in U.S. dollars or in foreign currencies other than the U.S. dollar and generally bear interest at the Euro Interbank Offered Rate (“Euribor”), Sterling Overnight Index Average (“SONIA”), Tokyo Interbank Offered Rate (“TIBOR”), and Secured Overnight Financing Rate (“SOFR”) base rates plus 0.875 % to 1.75 %. The Second Amended and Restated Revolving Credit Agreement matures on October 21, 2027 . Under the Second Amended and Restated Revolving Credit Agreement, there were $ 383,000 in principal amount of borrowings outstanding as of December 31, 2025 at an effective interest rate of 5.03 % as compared to $ 122,300 in principal borrowings outstanding as of September 30, 2025 at an effective interest rate of 5.41 %. All of the borrowings outstanding were classified as short-term borrowings based on Woodward's intent and ability to pay this amount in the next 12 months. Short-term borrowings Woodward has other foreign lines of credit and foreign overdraft facilities at various financial institutions, which are generally reviewed annually for renewal and are subject to the usual terms and conditions applied by the financial institutions. Pursuant to the terms of the related facility agreements, Woodward’s foreign performance guarantee facilities are limited in use to providing performance guarantees to third parties. Consistent with common business practice in China, Woodward's Chinese subsidiaries have issued bankers' acceptance notes ("Bank Drafts") to Chinese suppliers in settlement of certain customer accounts payable. Bank Drafts are financial instruments issued by Chinese financial institutions as part of financing arrangements between the financial institution and a customer of the financial institution. Bank Drafts represent a commitment by the issuing financial institution to pay a certain amount of money at a specified future maturity date to the legal owner of the bankers' acceptance note as of the maturity date. Woodward has elected to adopt the practical expedient to not adjust the promised amounts of consideration at contract inception as the financing component associated with issuing Bank Drafts has a duration of less than one year. There were no borrowings outstanding on Woodward’s foreign lines of credit and foreign overdraft facilities as of December 31, 2025 and September 30, 2025. Series I and L Notes On November 17, 2025, Woodward paid the entire principal balance of $ 75,000 on the Series I and L Notes using proceeds from borrowings under its existing revolving credit facility. Note 16. Accrued liabilities       December 31, 2025     September 30, 2025   Salaries and other member benefits   $ 117,049     $ 175,110   Product warranties and related liabilities     17,773       25,504   Interest payable     2,920       10,211   Accrued retirement benefits     2,949       2,986   Net current contract liabilities     49,144       49,235   Taxes, other than income     18,746       15,367   Other     37,107       34,670     $ 245,688     $ 313,083   Product warranties and related liabilities Provisions of Woodward’s sales agreements include product warranties customary to these types of agreements. Accruals are established for specifically identified warranty issues and related liabilities that are probable to result in future costs. Warranty costs are accrued as revenue is recognized on a non-specific basis whenever past experience indicates a normal and predictable pattern exists. 18   Changes in accrued product warranties and related liabilities were as follows:     Three Months Ended December 31,       2025     2024   Beginning of period   $ 25,504     $ 18,844   Additions, net of recoveries     2,379       3,505   Reductions for settlement     ( 10,120 )     ( 3,014 ) Foreign currency exchange rate changes     10       ( 327 ) End of period   $ 17,773     $ 19,008     Note 17. Other liabilities     December 31, 2025     September 30, 2025   Net accrued retirement benefits, less amounts recognized within accrued liabilities   $ 91,969     $ 88,112   Total unrecognized tax benefits     13,052       12,130   Deferred economic incentives (1)     5,881       6,158   Noncurrent operating lease liabilities     19,079       20,199   Net noncurrent contract liabilities     420,745       431,458   Cross-currency swap derivative liability     25,612       27,406   Other     6,283       6,264       $ 582,621     $ 591,727   (1) Woodward receives certain economic incentives from various state and local authorities related to capital expansion projects. Such amounts are initially recorded as deferred credits and are being recognized as a reduction to pre-tax expense over the economic lives of the related capital expansion projects. Note 18. Other income, net     Three Months Ended December 31,       2025     2024   Equity interest in the earnings of the JV   $ ( 15,377 )   $ ( 10,156 ) Rent income     ( 91 )     ( 86 ) Net loss (gain) on sales of assets and businesses     18       ( 9,243 ) Net (gain) loss on investments in deferred compensation program     ( 607 )     99   Other components of net periodic pension and other postretirement benefit, excluding service cost and interest expense     ( 3,293 )     ( 3,316 ) Other     ( 24 )     ( 385 )   $ ( 19,374 )   $ ( 23,087 )   Note 19. Income taxes The determination of the estimated annual effective tax rate is based upon a number of significant estimates and judgments. In addition, as a global commercial enterprise, Woodward’s tax expense can be impacted by changes in tax rates, tax laws, the finalization of tax audits and reviews, changes in the estimate of the amount of undistributed foreign earnings that Woodward considers indefinitely reinvested, issuance of future guidance, interpretation, and rule-making, and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions. The following table sets forth the tax expense and the effective tax rate for Woodward’s earnings before income taxes:     Three Months Ended December 31,       2025     2024   Earnings before income taxes   $ 169,151     $ 101,854   Income tax expense     35,432       14,763   Effective tax rate     20.9 %     14.5 % The increase in the effective tax rate for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 was primarily attributable to higher current quarter earnings relative to the tax benefit of 19   stock-based compensation, unfavorable state tax law changes, the current year elimination of the U.S. intangible income tax benefit due to the one-time reversal of research costs previously capitalized, and a reduction to the U.S. Federal Research and Development Credit. Gross unrecognized tax benefits were $ 18,759 as of December 31, 2025 and $ 17,271 as of September 30, 2025. At December 31, 2025, the amount of the liability for unrecognized tax benefits that, if recognized, would impact Woodward’s effective tax rate was $ 9,507 . At this time, Woodward believes it is reasonably possible that the liability for unrecognized tax benefits will decrease by as much as $ 1,326 in the next 12 months due to the completion of review by tax authorities, lapses of statutes, and the settlement of tax positions. Woodward’s tax expense includes accruals for potential interest and penalties related to unrecognized tax benefits and all other interest and penalties related to tax payments. Woodward’s tax returns are subject to audits by U.S. federal, state, and foreign tax authorities, and these audits are at various stages of completion at any given time. Reviews of tax matters by authorities and lapses of the applicable statutes of limitation may result in changes to tax expense. Woodward’s fiscal years remaining open to examination for U.S. Federal income taxes include fiscal years 2022 and thereafter. Woodward’s fiscal years remaining open to examination for significant U.S. state income tax jurisdictions include fiscal years 2020 and thereafter. Woodward’s fiscal years remaining open to examination in significant foreign jurisdictions include 2018 and thereafter. Note 20. Retirement benefits Woodward provides various retirement benefits to eligible members of the Company, including contributions to various defined contribution plans, pension benefits associated with defined benefit plans, postretirement medical benefits, and postretirement life insurance benefits. Eligibility requirements and benefit levels vary depending on member location. Defined contribution plans Most of the Company’s U.S. members are eligible to participate in the U.S. defined contribution plan. The U.S. defined contribution plan allows members to defer part of their annual income for income tax purposes into their personal 401(k) accounts. The Company makes matching contributions to eligible member accounts, which are also deferred for member personal income tax purposes. Certain non-U.S. members are also eligible to participate in similar non-U.S. plans. T he amount of expense associated with defined contribution plans were as follows:     Three Months Ended December 31,       2025     2024   Company costs   $ 14,741     $ 12,343   Defined benefit plans Woodward has defined benefit plans that provide pension benefits for certain retired members in the United States, the United Kingdom, Japan, and Germany. Woodward also provides other postretirement benefits to its members including postretirement medical benefits and life insurance benefits. Postretirement medical benefits are provided to certain current and retired members and their covered dependents, and beneficiaries in the United States. Life insurance benefits are provided to certain retirees in the United States under frozen plans, which are no longer available to current members. A September 30 measurement date is utilized to value plan assets and obligations for all of Woodward’s defined benefit pension and other postretirement benefit plans. U.S. GAAP requires that, for obligations outstanding as of September 30, 2025, the funded status reported in interim periods shall be the same asset or liability recognized in the previous year end statement of financial position adjusted for (a) subsequent accruals of net periodic benefit cost that exclude the amortization of amounts previously recognized in other comprehensive income (for example, subsequent accruals of service cost, interest cost, and return on plan assets) and (b) contributions to a funded plan or benefit payments. 20   The components of the net periodic retirement pension costs recognized were as follows:     Three Months Ended December 31,       United States     Other Countries     Total       2025     2024     2025     2024     2025     2024   Service cost   $ 199     $ 229     $ 335     $ 348     $ 534     $ 577   Interest cost     1,770       1,719       786       728       2,556       2,447   Expected return on plan assets     ( 2,618 )     ( 2,748 )     ( 635 )     ( 614 )     ( 3,253 )     ( 3,362 ) Amortization of:                                     Net actuarial loss (gain)     34       43       ( 120 )     ( 100 )     ( 86 )     ( 57 ) Prior service cost     129       191       6       6       135       197   Net periodic retirement pension (benefit) cost   $ ( 486 )   $ ( 566 )   $ 372     $ 368     $ ( 114 )   $ ( 198 ) Contributions paid   $ —     $ —     $ 420     $ 384     $ 420     $ 384   The components of net periodic retirement pension costs other than the service cost and interest cost components are included in the line item “Other income, net”, and the interest component is included in the line item “Interest expense” in the Condensed Consolidated Statements of Earnings. The components of the net periodic other postretirement benefit costs recognized were as follows:     Three Months Ended December 31,       2025     2024   Interest cost   $ 177     $ 179   Amortization of:             Net actuarial gain     ( 113 )     ( 110 ) Net periodic other postretirement cost   $ 64     $ 69   Contributions paid   $ 397     $ 386   The components of net periodic other postretirement benefit costs other than the service cost and interest cost components are included in the line item “Other income, net”, and the interest cost component is included in the line item “Interest expense” in the Condensed Consolidated Statements of Earnings. The amount of cash contributions made to these plans in any year is dependent upon several factors, including minimum funding requirements in the jurisdictions in which Woodward operates and arrangements made with trustees of certain foreign plans. As a result, the actual funding in fiscal year 2026 may differ from the current estimate. Woodward estimates its remaining cash contributions in fiscal year 2026 will be as follows: Retirement pension benefits:       United States   $ 433   United Kingdom     258   Japan     —   Germany     1,162   Other postretirement benefits     1,982     21   Note 21. Stockholders’ equity Common stock and treasury stock Activity in common stock and treasury stock shares was as follows:     Common Stock     Treasury Stock     Treasury stock held for deferred compensation   Balances as of September 30, 2024     72,960       ( 13,787 )     ( 45 ) Purchase of treasury stock     —       ( 206 )     —   Sales of treasury stock     —       381       —   Common shares issued for benefit plans     —       5       —   Purchases of stock by deferred compensation     —       —       ( 1 ) Distribution of stock from deferred compensation     —       —       15   Balances as of December 31, 2024     72,960       ( 13,607 )     ( 31 )                   Balances as of September 30, 2025     72,960       ( 13,060 )     ( 28 ) Purchase of treasury stock     —       ( 455 )     —   Sales of treasury stock     —       341       —   Common shares issued for benefit plans     —       —       —   Purchases of stock by deferred compensation     —       —       ( 1 ) Distribution of stock from deferred compensation     —       —       1   Balances as of December 31, 2025     72,960       ( 13,174 )     ( 28 ) Stock repurchase program In January 2024, the Board of Directors of the Company (the "Board") authorized a program for the repurchase of up to $ 600,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period ending in January 2027 (the “2024 Authorization”). During the three months ended December 31, 2025 , Woodward repurchased 153 shares of its common stock for $ 39,145 under the 2024 Authorization, all held for reissuance. During the three months ended December 31, 2024 , Woodward repurchased 206 shares of its common stock for $ 35,473 under the 2024 Authorization, all held for reissuance. In November 2025, Woodward completed the 2024 Authorization, consequently, the Board authorized a new program for the repurchase of up to $ 1,800,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period ending in November 2028 (the "2026 Authorization"). During the three months ended December 31, 2025 , Woodward repurchased 302 shares of its common stock for $ 90,242 under the 2026 Authorization all held for reissuance. Stock-based compensation Provisions governing non-qualified stock option awards ("stock options" or "options"), restricted stock units ("RSUs"), and performance restricted stock units ("PSUs") are included in the 2017 Omnibus Incentive Plan, as amended from time to time (the “2017 Plan”) and, with respect to outstanding stock options awarded in or prior to fiscal year 2016, the 2006 Omnibus Incentive Plan (the “2006 Plan”). The 2017 Plan was first approved by Woodward’s stockholders in January 2017 and is the successor plan to the 2006 Plan. The Board delegated authority to administer the 2017 Plan to the Human Capital & Compensation Committee of the Board, including, but not limited to, the power to determine the recipients of awards and the terms of those awards. Stock options Stock option awards are granted with an exercise price equal to the market price of Woodward’s stock at the date the grants are awarded, a ten-year term, and generally have a four-year vesting schedule at a rate of 25 % per year. The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation model. Woodward calculates the expected term, which represents the average period of time that stock options granted are expected to be outstanding, based upon historical experience of plan participants. Expected volatility is based on historical volatility using daily stock price observations. The estimated dividend yield is based upon Woodward’s historical dividend practice and the market value of its common stock. The risk-free rate is based on the U.S. treasury yield curve, for periods within the contractual life of the stock option, at the time of grant. 22   The following is a summary of the activity for stock option awards:     Three Months Ended December 31, 2025       Number of options     Weighted-Average Exercise Price per Share   Beginning balance     2,249     $ 91.25   Granted     —       —   Exercised     ( 307 )     83.46   Forfeited     —       —   Ending balance     1,942     $ 92.48   Changes in non-vested stock options were as follows:     Three Months Ended December 31, 2025       Number of options     Weighted-Average Grant Date Fair Value per Share   Beginning balance     473     $ 43.40   Granted     —       —   Vested     ( 226 )     37.99   Forfeited     —       —   Ending balance     247     $ 48.33   Information about stock options that have vested, or are expected to vest, and are exercisable at December 31, 2025 was as follows:     Number of options     Weighted-Average Exercise Price     Weighted-Average Remaining Life in Years     Aggregate Intrinsic Value   Options outstanding     1,942     $ 92.48       4.8     $ 407,571   Options vested and exercisable     1,695       89.09       4.4       361,414   Options vested and expected to vest     1,934       92.27       4.8       406,205   Restricted stock units The Company generally grants RSUs to eligible employees under its form RSU Agreement for Employees and Consultants (the “Standard Form RSU Agreement”). RSUs granted under the Standard Form RSU Agreement prior to November 14, 2023 generally have a four-year vesting schedule at a rate of 25 % per year, and RSUs granted after November 14, 2023 generally have a three-year vesting schedule at a rate of 33.3 % per year, in each case generally subject to continued employment. The fair value of RSUs granted is estimated using the closing price of the Company’s stock on the grant date. The Company has also granted RSUs to certain employees under its form attraction and retention RSU agreement (the “Form Attraction and Retention RSU Agreement”), which has from time to time been used for new hires and specific retention purposes. RSUs granted under the Form Attraction and Retention RSU Agreement are generally scheduled to fully vest on the third or fourth anniversary of the respective grant dates, and in each case, subject to continued employment. A summary of the activity for RSUs:     Three Months Ended December 31, 2025       Number of units     Weighted-Average Grant Date Fair Value   Beginning balance     309     $ 148.31   Granted     7       264.77   Released     ( 50 )     106.12   Forfeited     ( 2 )     99.92   Ending balance     264     $ 159.51     23   Performance restricted stock units PSUs represent the right to receive a share of the Company’s common stock subject to the achievement of conditions established by the Human Capital & Compensation Committee of the Board and measured over a three-year performance period. Partial vesting in these awards may occur after separation from the Company for retirement eligible employees. The Company awards two types of PSUs, one of which is subject to a market condition (the “rTSR PSUs”) and the other is subject to a performance condition (the “ROIC PSUs”). Subject to the terms of the applicable award agreement, full or partial vesting in these awards may occur upon or after separation from the Company in certain circumstances. Market condition awards The market condition associated with the rTSR PSU awards is based on the Company's relative total shareholder return ("TSR") compared to the TSR generated by the other companies that comprise the S&P 400 Midcap Index over a three-year performance period. Performance at target will result in vesting and issuance of the number of PSUs granted, equal to 100 % payout. For rTSR PSUs granted prior to the year ended September 30, 2025, performance below or above target can result in an issuance of between 0 % to 150 % of the target number of rTSR PSUs granted. For rTSR PSUs granted after the year ended September 30, 2025, performance below or above target can result in an issuance of 0 % to 200 % of the target number of rTSR PSUs granted. Expense is recognized based on the weighted average grant date fair value on a straight line basis over the service period, irrespective as to whether the market condition is achieved. The fair value of the rTSR PSUs at the grant date was determined based upon a Monte Carlo valuation method. The assumptions used in the Monte Carlo method to value the rTSR PSUs granted, which includes the grant date fair value outcome from the Monte Carlo method, were as follows:     December 31, 2025     December 31, 2024     December 31, 2023   Expected volatility     30.7 %     30.9 %     30.2 % Risk free interest rate     3.4 %     4.1 %     4.5 % Expected life   3  years     3 years     3  years   Grant date fair value   $ 367.56     $ 196.63     $ 146.47   The PSUs granted receive dividend equivalent units; therefore, no discount was applied for Woodward’s dividends. A summary of the activity for market condition awards:     Three Months Ended December 31, 2025       Number of units     Weighted-Average Grant Date Fair Value   Beginning balance     104     $ 167.17   Granted     15       367.56   Forfeited     —       —   Ending balance     119     $ 193.39   Performance condition awards The performance condition associated with the ROIC PSU awards is based on an internal return on invested capital growth metric. Each of these performance conditions is measured over the same three-year performance period. The cumulative result of these performance conditions can result in a number of shares earned in the range of 0 % to 200 % of the target number of shares granted. The fair value on the date of grant of the ROIC PSUs is equal to the market price of the Company’s stock at the date of the grant, and the amount of expense recognized over the vesting period is subject to adjustment based on the expected attainment of the performance condition. A summary of the activity for performance condition awards:     Three Months Ended December 31, 2025       Number of units     Weighted-Average Grant Date Fair Value   Beginning balance     —     $ —   Granted     15       298.15   Forfeited     —       —   Ending balance     15     $ 298.15     24   Stock-based compensation expense Woodward recognizes stock-based compensation expense on a straight-line basis over the requisite service period. Pursuant to the form agreements used by the Company, with terms approved by the administrator of the applicable plan, the requisite service period can be less than the stated vesting period based on grantee’s retirement eligibility. As such, the recognition of stock-based compensation expense associated with some grants can be accelerated to a period of less than the stated vesting period, including immediate recognition of stock-based compensation expense on the date of grant. At December 31, 2025 , there was approximately $ 34,488 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements, including stock options, RSUs, and PSUs. The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were estimated to be 0 % for members of the Board and 7.4 % for all others. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2 years. Note 22. Commitments and contingencies Woodward is currently involved in claims, pending or threatened litigation or other legal proceedings, investigations and/or regulatory proceedings arising in the normal course of business, including, among others, those relating to product liability claims, employment matters, worker’s compensation claims, contractual disputes, product warranty claims, and alleged violations of various laws and regulations. Woodward accrues for known individual matters using estimates of the most likely amount of loss where it believes that it is probable the matter will result in a loss when ultimately resolved and such loss is reasonably estimable. Legal costs are expensed as incurred and are classified in “Selling, general and administrative expenses” on the Condensed Consolidated Statements of Earnings. Woodward is partially self-insured in the United States for healthcare and worker’s compensation up to predetermined amounts, above which third-party insurance applies. Management regularly reviews the probable outcome of related claims and proceedings, the expenses expected to be incurred, the availability and limits of the insurance coverage, and the established accruals for liabilities. While the outcome of pending claims, legal and regulatory proceedings, and investigations cannot be predicted with certainty, management believes that any liabilities that may result from these claims, proceedings, and investigations will not have a material effect on Woodward’s liquidity, financial condition, or results of operations. Under the Company’s severance and change in control agreements with its current corporate officers, Woodward would be required to pay termination benefits to any such officer if such officer’s employment is terminated without Cause or for Good Reason (as each term is defined therein). The amount of such benefits would vary depending on whether such termination occurs during a specified period within a change of control. Note 23. Segment information Woodward’s segments are composed of similar product groupings that serve the same or similar end markets. Based on this approach, Woodward has two reportable segments that are also its operating segments: Aerospace and Industrial, as described below in further detail. Woodward uses segment information internally to manage its business, including the assessment of segment performance and decisions for the allocation of resources between segments. Our Aerospace segment designs, manufactures, and services systems and products for the management of fuel, air, combustion, and motion control. These products include fuel pumps, metering units, actuators, air valves, specialty valves, fuel nozzles, and thrust reverser actuation systems for turbine engines and nacelles, as well as flight deck controls, actuators, servocontrols, motors, and sensors for aircraft. These products are used on commercial and private aircraft and rotorcraft, as well as on military fixed-wing aircraft and rotorcraft, guided weapons, and other defense systems. Our Industrial segment designs, produces, and services systems and products for the management of energy in the form of fuel, air, fluids, gases, motion, combustion, and electricity. These products include actuators, valves, pumps, fuel injection systems, solenoids, ignition systems, control systems, electronics and software, and sensors. Our products are used on industrial gas turbines (including heavy frame, aeroderivative, and small industrial gas turbines), steam turbines, compressors, and reciprocating engines (including low speed, medium speed, and high-speed engines that operate on various fuels, including natural gas, diesel, heavy fuel oil, and new lower carbon alternative fuels in both single and dual-fuel applications). The equipment on which our products are found is used to: generate power; to extract, distribute, and refine energy sources; to mine other commodities; and to convert fuel to work in transportation and freight (both marine and locomotives), mobile, and industrial equipment applications. 25   Nonsegment expenses consist of corporate office expenses, including compensation, benefits, depreciation, and other administrative costs. The accounting policies of the reportable segments are the same as those of the Company. The Aerospace and Industrial segments maintain separate financial information that is reviewed by the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer. The CODM uses forecast-to-actual variances and year-over-year variances on a monthly basis when assessing segment performance and forecasts in deciding how to allocate resources among the segments. The CODM evaluates the performance of the Company’s segments based on reportable segment operating profit. In connection with that assessment, Woodward generally excludes matters such as certain charges for restructuring, interest income and expense, certain gains and losses from asset dispositions, or other unusual and/or non-operationally related expenses. A summary of consolidated net sales and segment operating profit by segment follows:   Three Months Ended December 31,     2025     Aerospace     Industrial     Total   Net sales $ 634,897     $ 361,557     $ 996,454   Cost of goods sold   453,800       250,161       703,961   Selling, general and administrative expenses   28,619       30,789       59,408   Research and development costs   22,018       14,272       36,290   Other segment items 1   ( 17,935 )     ( 659 )     ( 18,594 ) Reportable segment operating profit $ 148,395     $ 66,994     $ 215,389                       Three Months Ended December 31,     2024     Aerospace     Industrial     Total   Net sales $ 493,882     $ 278,843     $ 772,725   Cost of goods sold   375,752       206,919       582,671   Selling, general and administrative expenses   18,475       21,104       39,579   Research and development costs   17,628       11,266       28,894   Other segment items 1   ( 12,698 )     ( 643 )     ( 13,341 ) Reportable segment operating profit $ 94,725     $ 40,197     $ 134,922   (1) Other segment items mainly includes our equity interest in the earnings of the JV, other components of net periodic pension and other postretirement benefit, excluding service cost and interest expense, and net gain/loss on sales of assets and businesses. A summary of consolidated earnings before income taxes was as follows:     Three Months Ended December 31,       2025     2024   Reportable segment operating profit   $ 215,389     $ 134,922   Nonsegment expenses     ( 36,595 )     ( 22,104 ) Interest expense, net     ( 9,643 )     ( 10,964 ) Consolidated earnings before income taxes   $ 169,151     $ 101,854   Segment assets consist of accounts receivable, inventories, property, plant, and equipment, net, goodwill, and other intangibles, net. A summary of consolidated total assets was as follows:     December 31, 2025     September 30, 2025   Segment assets:             Aerospace   $ 2,134,719     $ 2,110,805   Industrial     1,491,531       1,501,503   Unallocated corporate property, plant, and equipment, net     119,481       120,502   Other unallocated assets     988,166       897,333   Consolidated total assets   $ 4,733,897     $ 4,630,143     26   A summary of consolidated depreciation and amortization and consolidated capital expenditures was as follows:     Three Months Ended December 31,       2025     2024   Segment depreciation and amortization:             Aerospace   $ 13,065     $ 12,734   Industrial     12,782       12,136   Unallocated corporate amounts     3,191       3,006   Consolidated depreciation and amortization   $ 29,038     $ 27,876                 Segment capital expenditures:             Aerospace   $ 23,663     $ 8,627   Industrial     10,876       4,823   Unallocated corporate amounts     9,590       20,124   Consolidated capital expenditures   $ 44,129     $ 33,574     Note 24. Subsequent events On January 28, 2026, the Board declared a cash dividend of $ 0.32 per share for the quarter, payable on March 5, 2026 for stockholders of record as of February 19, 2026 . On January 12, 2026, the Company approved a plan to wind-down its on-highway natural gas truck manufacturing operations in China (the “China OH Business”). This decision follows prior unsuccessful efforts to divest the China OH Business and is a strategic step to align the Industrial segment portfolio with priority end-markets and long-term growth opportunities. The China OH Business has not significantly contributed to the Company's overall financial performance on a consistent basis. The wind-down is expected to be substantially completed by the end of fiscal year 2026. In connection with this action, the Company expects to incur pre-tax charges of approximately $ 20,000 to $ 25,000 . The majority of these charges are expected to be recognized in the second and third quarters of fiscal year 2026.   27   Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looki ng Statements This Quarterly Report on Form 10-Q (this "Form 10-Q"), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that are deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of management. Words such as “anticipate,” “believe,” “estimate,” “seek,” “goal,” “expect,” “forecast,” “intend,” “continue,” “outlook,” “plan,” “project,” “target,” “strive,” “can,” “could,” “may,” “should,” “will,” “would,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characteristics of future events or circumstances are forward-looking statements. Forward-looking statements may include, among others, statements relating to: • future sales, earnings, cash flow, uses of cash, and other measures of financial performance, including our assumptions underlying our expectations; • trends in our business and the markets in which we operate, including expectations for those markets, our customers and their business and products; • our ability to manage risks from operating internationally, including the impacts of tariffs on our markets in which we operate as well as our supply chain; • expectations regarding demand for our products, in particular our expectations with respect to natural gas trucks in China; • our expected expenses in future periods and trends in such expenses over time; • our expectations regarding margins and the impact of specific products, product mix, and our strategic actions on margins; • descriptions of our plans and expectations for future operations, including our strategic initiatives and impact of such initiatives; • plans and expectations relating to the performance of our joint venture with GE Aerospace; • the expected levels of activity in particular industries or markets and the effects of changes in those levels; • the scope, nature, or impact of acquisition activity and integration of such acquisition into our business; • the impact of restructuring activities; • the research, development, production, and support of new products and services; • our plans, objectives, expectations, and intentions with respect to business opportunities that may be available to us; • our liquidity, including our ability to meet capital spending requirements and operations; • future dividends and repurchases of common stock; • future levels of indebtedness and capital spending; • the stability of financial institutions, including those lending to us; • pension and other postretirement plan assumptions and future contributions; • our tax rate and other effects of the changes in U.S. federal tax law and other tax law; • availability of raw materials and components used in our products; • expectations relating to environmental and emissions regulations; • effects of data privacy, data protection, and cybersecurity regulations; • our ability to develop competitive technologies or products and to compete effectively in our markets; • our consolidated customer base and ability to enhance customer experience; • our ability to manage risks related to U.S. Government contracting, including defense activity and spending patterns; • our ability to attract, retain, and develop qualified personnel; • our continued access to a stable workforce and our ability to maintain favorable labor relations; • our ability to structure our operations in light of evolving market conditions; • our ability to mitigate the ongoing impacts of inflation and tariffs; • the impact of legal proceedings, investigations, claims and other regulatory proceedings; • the impact of future prices for fossil fuels and commodity prices for oil, natural gas, and other minerals; • the impact of our ability to protect our intellectual property and technological know-how on our business, financial condition, results of operations, and cash flows; and • the impact of any potential physical or cybersecurity attacks and other information technology system or network interruptions or intrusions on our operations, business, including our financial condition, operating results, and reputation. All these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to, risk factors described in Woodward's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended September 30, 2025, which was filed on November 25, 2025, and other risks described in Woodward’s filings with the Securities and Exchange Commission. 28   We undertake no obligation to revise or update any forward-looking statements for any reason, except as required by applicable law. Unless we have indicated otherwise or the context otherwise requires, references in this Form 10-Q to “Woodward,” “the Company,” “we,” “us,” and “our” refer to Woodward, Inc. and its consolidated subsidiaries. Except where we have otherwise indicated or the context otherwise requires, amounts presented in this Form 10-Q are in thousands, except per share amounts. OVERV IEW Global Business Conditions As global trade dynamics continue to evolve, the impact of increased trade tensions and related tariffs with U.S. trading partners remains a key factor in shaping global economic activity, supply chains, and market stability. Future tariff adjustments may emerge as countries negotiate trade agreements, respond to geopolitical shifts, and address the challenges of inflation and global competition. We expect increased cost pressure resulting from the already announced tariffs, and there are uncertainties surrounding future tariff policy changes and enforcement. However, the Company’s production and supply bases are largely in the same regions where our products are sold, which we believe will mitigate our exposure. Woodward is closely tracking costs from our supply base and customer forecasts regarding the potential impact of currently announced tariff levels, changes to such levels, and actual and potential retaliatory trade actions. We have experienced and are expecting minimal levels of cost pressure as a result of the implemented tariffs. We are proactively working to mitigate this cost pressure, potential sales risks, and potential supply chain disruptions. On January 12, 2026, the Company approved a plan to wind-down our on-highway natural gas truck manufacturing operations in China (the “China OH Business”). This decision follows prior unsuccessful efforts to divest the China OH Business and is a strategic step to align the Industrial segment portfolio with priority end-markets and long-term growth opportunities. The China OH Business has not significantly contributed to our overall financial performance on a consistent basis. The wind-down is expected to be substantially completed by the end of fiscal year 2026. In connection with this action, we expect to incur pre-tax charges of approximately $20,000 to $25,000. The majority of these charges are expected to be recognized in the second and third quarters of fiscal year 2026. Operational Highlights Quarter Highlights     Three Months Ended December 31,       2025     2024   Net sales:             Aerospace segment   $ 634,897     $ 493,882   Industrial segment     361,557       278,843   Consolidated net sales   $ 996,454     $ 772,725                 Earnings:             Aerospace segment   $ 148,395     $ 94,725   Segment earnings as a percent of segment net sales     23.4 %     19.2 % Industrial segment   $ 66,994     $ 40,197   Segment earnings as a percent of segment net sales     18.5 %     14.4 % Consolidated net earnings   $ 133,719     $ 87,091   Adjusted net earnings   $ 133,719     $ 82,567                 Effective tax rate     20.9 %     14.5 % Adjusted effective tax rate     20.9 %     14.0 % Consolidated diluted earnings per share   $ 2.17     $ 1.42   Consolidated adjusted diluted earnings per share   $ 2.17     $ 1.35                 Earnings before interest and taxes ("EBIT")   $ 178,794     $ 112,818   Adjusted EBIT   $ 178,794     $ 106,975   Earnings before interest, taxes, depreciation, and amortization ("EBITDA")   $ 207,832     $ 140,694   Adjusted EBITDA   $ 207,832     $ 134,851   Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA are non-U.S. GAAP financial measures. A description of these measures as well as a reconciliation of these 29   non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measures can be found under the caption “Non-U.S. GAAP Financial Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. Liquidity Highlights Net cash provided by operating activities for the first three months of fiscal year 2026 was $114,437, compared to $34,516 for the first three months of fiscal year 2025. The increase in cash provided by operating activities for the first three months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings and the timing of certain tax payments. For the first quarter of fiscal year 2026, free cash flow was $70,308, compared to $942 for the first quarter of fiscal year 2025. We define free cash flow as net cash provided by operating activities less payments for property, plant, and equipment. The increase in free cash flow for the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings and the timing of certain tax payments, partially offset by higher capital expenditures. Free cash flow is a non-U.S. GAAP financial measure. A description of this measure as well as a reconciliation of this non-U.S. GAAP financial measure to the most directly comparable U.S. GAAP financial measure can be found under the caption “Non-U.S. GAAP Financial Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. At December 31, 2025, we held $454,245 in cash and cash equivalents and had total outstanding debt of $888,038. We have additional borrowing availability of $609,131, net of outstanding letters of credit, under our revolving credit agreement. At December 31, 2025, we also had additional borrowing capacity of $25,315 under various foreign lines of credit and foreign overdraft facilities. RESULTS OF OPERATIONS The following table sets forth condensed consolidated statements of earnings data as a percentage of net sales for each period indicated:     Three Months Ended       December 31, 2025     % of Net Sales     December 31, 2024     % of Net Sales   Net sales   $ 996,454       100 %   $ 772,725       100 % Costs and expenses:                         Cost of goods sold     704,293       70.7 %     583,091       75.5 % Selling, general, and administrative expenses     94,985       9.5 %     69,696       9.0 % Research and development costs     37,756       3.8 %     30,207       3.9 % Interest expense     10,344       1.0 %     12,341       1.6 % Interest income     (701 )     (0.1 )%     (1,377 )     (0.2 )% Other income, net     (19,374 )     (1.9 )%     (23,087 )     (3.0 )% Total costs and expenses     827,303       83.0 %     670,871       86.8 % Earnings before income taxes     169,151       17.0 %     101,854       13.2 % Income tax expense     35,432       3.6 %     14,763       1.9 % Net earnings   $ 133,719       13.4 %   $ 87,091       11.3 % Other select financial data:     December 31, 2025     September 30, 2025   Net working capital   $ 1,049,992     $ 820,101   Total debt     888,038       872,470   Total stockholders' equity     2,587,488       2,176,416     30   Net Sales Consolidated net sales for the first quarter of fiscal year 2026 increased by $223,729, or 29.0%, compared to the same period of fiscal year 2025. Details of the changes in consolidated net sales were as follows:     Three-Month Period   Consolidated net sales for the three months ended December 31, 2024   $ 772,725   Aerospace volume     87,250   Industrial volume     52,589   Effects of changes in price     69,664   Effects of changes in foreign currency rates     14,226   Consolidated net sales for the three months ended December 31, 2025   $ 996,454   The increase in both Aerospace and Industrial segment net sales in the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to higher sales volumes and price realization. Costs and Expenses Cost of goods sold increased by $121,202 to $704,293 for the first quarter of fiscal year 2026, from $583,091 for the first quarter of fiscal year 2025. Cost of goods sold decreased to 70.7% of net sales for the first quarter of fiscal year 2026, compared to 75.5% of net sales for the first quarter of fiscal year 2025. The increase in cost of goods sold on an absolute basis in the first quarter of fiscal year 2026 compared to the same period of fiscal year 2025 is primarily due to higher sales volumes and net inflationary impacts on material and labor costs. Gross margin (as measured by net sales less cost of goods sold, divided by net sales) was 29.3% for the first quarter of fiscal year 2026, compared to 24.5% for the first quarter of fiscal year 2025. The increase in gross margin for the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 is primarily attributable to higher sales volumes and price realization. Selling, general, and administrative expenses increased by $25,289, or 36.3%, to $94,985 for the first quarter of fiscal year 2026, compared to $69,696 for the first quarter of fiscal year 2025. Selling, general, and administrative expenses as a percentage of net sales increased to 9.5% for the first quarter of fiscal year 2026, compared to 9.0% for the first quarter of fiscal year 2025. The increase in selling, general, and administrative expenses for the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 is primarily due to higher project-related costs and labor costs. Research and development costs were $37,756, or 3.8% of net sales, for the first quarter of fiscal year 2026, as compared to $30,207, or 3.9% of net sales, for the first quarter of fiscal year 2025. Our research and development activities extend across almost all of our customer base, and we anticipate ongoing variability in research and development costs due to the timing of customer business needs on current and future programs. Interest expense decreased by $1,997, or 16.2%, to $10,344 for the first quarter of fiscal year 2026, compared to $12,341 for the first quarter of fiscal year 2025. Interest expense as a percentage of net sales was 1.0% for the first quarter of fiscal year 2026, compared to 1.6% for the first quarter of fiscal year 2025. The decrease is primarily attributable to a lower long-term debt balance, as on November 17, 2025, we paid the entire principal balance of $75,000 on the Series I and L Notes. Other income, net decreased by $3,713 to $19,374 for the first quarter of fiscal year 2026, compared to $23,087 for the first quarter of fiscal year 2025. The decrease in other income for the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 is primarily attributable to a one-time gain related to product rationalization activities that were recognized in the prior year first quarter that did not occur in the current year first quarter, partially offset by an increase in earnings of the JV. Income taxes were provided at an effective rate of 20.9% on earnings before income taxes for the first quarter of fiscal year 2026, compared to 14.5% for the first quarter of fiscal year 2025. The increase in the effective tax rate for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025 was primarily attributable to higher current quarter earnings relative to the tax benefit of stock-based compensation, unfavorable state tax law changes, the current year elimination of the U.S. intangible income tax benefit due to the one-time reversal of research costs previously capitalized, and a reduction to the U.S. Federal Research and Development Credit.   31   Segment Results The following table presents sales by segment:     Three Months Ended December 31,       2025     2024   Net sales:                         Aerospace   $ 634,897       63.7 %   $ 493,882       63.9 % Industrial     361,557       36.3 %     278,843       36.1 % Consolidated net sales   $ 996,454       100 %   $ 772,725       100 % The following table presents earnings by segment and reconciles segment earnings to consolidated net earnings:     Three Months Ended December 31,       2025     2024   Aerospace   $ 148,395     $ 94,725   Industrial     66,994       40,197   Nonsegment expenses     (36,595 )     (22,104 ) Interest expense, net     (9,643 )     (10,964 ) Consolidated earnings before income taxes     169,151       101,854   Income tax expense     (35,432 )     (14,763 ) Consolidated net earnings   $ 133,719     $ 87,091   The following table presents segment earnings as a percent of segment net sales:     Three Months Ended December 31,       2025     2024   Aerospace     23.4 %     19.2 % Industrial     18.5 %     14.4 % Aerospace Aerospace segment net sales increased by $141,015, or 28.6%, to $634,897 for the first quarter of fiscal year 2026, compared to $493,882 for the first quarter of fiscal year 2025. The increase in Aerospace segment net sales in the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 were primarily attributable to increased sales volumes and price realization. Commercial OEM sales increased in the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily due to a tapering of destocking efforts by airframers and increased airframer production rates. Commercial services sales increased in the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily due to higher volume supported by sustained high aircraft utilization of legacy aircraft, increased Leading Edge Aviation Propulsion ("LEAP") and Pratt & Whitney’s Geared Turbo Fan ("GTF") activity, and price realization. Defense OEM sales increased in the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily driven by new increased Joint Direct Attack Munition ("JDAM") pricing, which took effect during the fourth quarter of fiscal year 2025. Defense services sales were generally flat in the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 due to timing of sales. We expect variability in Defense services sales, which is generally attributable to the cycling of various maintenance and upgrade programs, as well as actual usage. Aerospace segment earnings increased by $53,670, or 56.7%, to $148,395 for the first quarter of fiscal year 2026, compared to $94,725 for the first quarter of fiscal year 2025. The increase in segment earnings was a result of price realization, favorable mix, and higher sales volume, partially offset by strategic investments in manufacturing capabilities and inflation. 32   The increase in Aerospace segment earnings was due to the following:     Three-Month Period   Earnings for the three months ended December 31, 2024   $ 94,725   Sales volume and mix     47,575   Price, inflation, and productivity     43,424   Manufacturing expenses     (12,393 ) Other, net     (24,936 ) Earnings for the three months ended December 31, 2025   $ 148,395   Aerospace segment earnings as a percentage of segment net sales were 23.4% for the first quarter of fiscal year 2026, compared to 19.2% for the first quarter of fiscal year 2025. Industrial Industrial segment net sales increased by $82,714, or 29.7%, to $361,557 for the first quarter of fiscal year 2026, compared to $278,843 for the first quarter of fiscal year 2025. The increase in Industrial segment net sales in the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to higher sales volumes and price realization. Industrial segment earnings increased by $26,797, or 66.7%, to $66,994 for the first quarter of fiscal year 2026, compared to $40,197 for the first quarter of fiscal year 2025. The increase in Industrial earnings was primarily attributable to higher sales volume, including increased output and other efficiency gains, price realization, and favorable mix, partially offset by inflation. The increase in Industrial segment earnings was due to the following:     Three-Month Period   Earnings for the three months ended December 31, 2024   $ 40,197   Sales volume and mix     27,043   Price, inflation, and productivity     14,020   Other, net     (14,266 ) Earnings for the three months ended December 31, 2025   $ 66,994   Industrial segment earnings as a percentage of segment net sales were 18.5% for the first quarter of fiscal year 2026, compared to 14.4% for the first quarter of fiscal year 2025. Nonsegment Nonsegment expenses increased by $14,491 to $36,595 for the first quarter of fiscal year 2026, compared to $22,104 for the first quarter of fiscal year 2025. The significant items that impacted nonsegment expenses in the prior fiscal year period but did not reoccur in the current fiscal year period were as follows:     Three Months Ended December 31,       2025     2024   Nonsegment expenses   $ (36,595 )   $ (22,104 ) Product rationalization     —       (9,361 ) Business development activities     —       3,518   Nonsegment expenses excluding infrequent significant items   $ (36,595 )   $ (27,947 ) Excluding these items, nonsegment expenses increased $8,648 in the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025. These increases were primarily attributable to higher project-related costs. LIQUIDITY AND CA PITAL RESOURCES Historically, we have satisfied our working capital needs, as well as capital expenditures, product development, and other liquidity requirements associated with our operations, with net cash provided by operating activities and borrowings under our credit facilities. From time to time, we have also issued debt to supplement our cash needs, repay our other indebtedness, or finance our acquisitions. We continue to expect that cash generated from our operating activities, together with borrowings under our revolving credit facility and other borrowing capacity, will be sufficient to fund our continuing operating needs for the next 12 months and the foreseeable future. 33   In addition to our revolving credit facility, we have various foreign credit facilities, some of which are tied to net amounts on deposit at certain foreign financial institutions. These foreign credit facilities are reviewed annually for renewal. We use borrowings under these foreign credit facilities to finance certain local operations on a periodic basis. For further discussion of our revolving credit facility and our other credit facilities, see Note 15, Credit facilities, short-term borrowings, and long-term debt in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item I of this Form 10-Q. At December 31, 2025, we had total outstanding debt of $888,038, consisting of outstanding balances on our revolving credit facility, various series of unsecured notes due between 2026 and 2033, and obligations under our finance leases. At December 31, 2025, we had $383,000 outstanding on our revolving credit facility, all of which is classified as short-term borrowings based on our intent and ability to repay this amount in the next 12 months. Revolving credit facility and short-term borrowing activity during the three months ended December 31, 2025 were as follows: Maximum daily balance during the period   $ 685,153   Average daily balance during the period   $ 238,062   Weighted average interest rate on average daily balance     5.0 % At December 31, 2025, we had additional borrowing availability of $609,131 under our revolving credit facility, net of outstanding letters of credit, and additional borrowing availability of $25,315 under various foreign credit facilities. We were compliant with all our debt covenants as of December 31, 2025. See Note 15, Credit facilities, short-term borrowings and long-term debt in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for fiscal year 2025, for more information about our covenants. In addition to utilizing our cash resources to fund the working capital needs of our business, we evaluate, and from time to time, use cash for additional strategic uses, including the repurchase of our common stock under our authorized stock repurchase program, payment of dividends, significant capital expenditures, strategic acquisitions, and other potential uses of cash. Our ability to service our long-term debt, to remain compliant with the various restrictions and covenants contained in our debt agreements, and to fund working capital, capital expenditures and product development efforts will depend on our ability to generate cash from operating activities, which in turn is subject to, among other things, future operating performance as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. We believe that cash flows from operations, along with our contractually committed borrowings and other borrowing capability, will continue to be sufficient to fund anticipated capital spending requirements and our operations for the foreseeable future. However, we could be adversely affected if the financial institutions providing our capital requirements refuse to honor their contractual commitments, cease lending, or declare bankruptcy. We believe the lending institutions participating in our credit arrangements are financially stable and do not currently foresee adverse impacts to financial institutions supporting our capital requirements. Cash Flows     Three Months Ended December 31,       2025     2024   Net cash provided by operating activities   $ 114,437     $ 34,516   Net cash used in investing activities     (48,329 )     (32,100 ) Net cash provided by financing activities     60,156       19,386   Effect of exchange rate changes on cash and cash equivalents     550       (20,346 ) Net change in cash and cash equivalents     126,814       1,456   Cash and cash equivalents at beginning of year     327,431       282,270   Cash and cash equivalents at end of period   $ 454,245     $ 283,726   Net cash provided by operating activities for the first three months of fiscal year 2026 were $114,437, compared to $34,516 for the same period of fiscal year 2025. The increase in net cash provided by operating activities in the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings and the timing of certain tax payments. Net cash used in investing activities for the first three months of fiscal year 2026 were $48,329, compared to $32,100 for the same period of fiscal year 2025. The increase in net cash used in investing activities in the first quarter of fiscal year 34   2026 as compared to the same period of fiscal year 2025 was primarily due to higher capital expenditures and a payment for a business acquisition. Net cash provided by financing activities for the first three months of fiscal year 2026 were $60,156, compared to $19,386 for the same period of fiscal year 2025. The increase in net cash provided by financing activities for the first quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to an increase in net debt borrowings, partially offset by increased repurchases of common stock. During the first quarter of fiscal year 2026, we had net debt borrowings in the amount of $185,448, compared to net debt borrowings of $40,764 in the first quarter of fiscal year 2025. During the first quarter of fiscal year 2026, we repurchased $129,387 of our common stock, whereas in the first quarter of fiscal year 2025, we repurchased $35,473. Non-U.S. GAAP Financial Measures Adjusted net earnings, adjusted earnings per share, adjusted income tax expense, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, adjusted EBITDA, and free cash flow are financial measures not prepared and presented in accordance with U.S. GAAP. However, we believe these non-U.S. GAAP financial measures provide additional information that enables readers to evaluate our business from the perspective of management. Earnings based non‐U.S. GAAP financial measures Adjusted net earnings is defined by the Company as net earnings excluding, as applicable, (i) product rationalization and (ii) costs related to business development activities. The product rationalization adjustment pertains to the elimination and divestiture of certain product lines. The Company believes that these excluded items are short‐term in nature, not directly related to the ongoing operations of the business, and therefore, their exclusion illustrates more clearly how the underlying business of Woodward is performing. Management uses adjusted net earnings to evaluate the Company’s performance excluding these infrequent or unusual period expenses that are not necessarily indicative of the Company’s operating performance for the period. Management defines adjusted earnings per share as adjusted net earnings, as defined above, divided by the weighted‐average number of diluted shares of common stock outstanding for the period. Adjusted income tax expense is defined by the Company as income tax expense excluding, as applicable, (i) product rationalization and (ii) costs related to business development activities. The product rationalization adjustment pertains to the elimination and divestiture of certain product lines. Management uses adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, and adjusted income tax expense when comparing operating performance to other periods. The reconciliation of net earnings and earnings per share to adjusted net earnings and adjusted earnings per share, respectively, is shown in the tables below:     Three Months Ended December 31,       2025     2024       Net Earnings     Earnings Per Share     Net Earnings     Earnings Per Share   Net earnings (U.S. GAAP)   $ 133,719     $ 2.17     $ 87,091     $ 1.42   Non-U.S. GAAP adjustments:                         Product rationalization 1     —       —       (9,361 )     (0.15 ) Business development activities 2     —       —       3,518       0.06   Tax effect of Non-U.S. GAAP net earnings adjustments     —       —       1,319       0.02   Non-U.S. GAAP adjustments     —       —       (4,524 )     (0.07 ) Adjusted net earnings (Non-U.S. GAAP)   $ 133,719     $ 2.17     $ 82,567     $ 1.35     35   (1) Presented in the line item "Other income, net" in Woodward's Condensed Consolidated Statement of Earnings. (2) Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings. The reconciliation of income tax expense to adjusted income tax expense and the adjusted effective tax rate, is shown in the tables below:     Three Months Ended December 31,       2025     2024   Income tax expense (U.S. GAAP)   $ 35,432     $ 14,763   Tax effect of Non-U.S. GAAP net income adjustments     —       (1,319 ) Adjusted income tax expense (Non-U.S. GAAP)   $ 35,432     $ 13,444   Adjusted effective tax rate (Non-U.S. GAAP)     20.9 %     14.0 % Management uses EBIT to evaluate Woodward’s performance without financing and tax related considerations, as these elements do not fluctuate with operating results. Management uses EBITDA in evaluating Woodward’s operating performance, making business decisions, including developing budgets, managing expenditures, forecasting future periods, and evaluating capital structure impacts of various strategic scenarios. Securities analysts, investors, and others frequently use EBIT and EBITDA in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets subject to amortization. The Company believes that EBIT and EBITDA are useful measures to the investor when measuring operating performance as they eliminate the impact of financing and tax expenses, which are non-operating expenses and may be driven by factors outside of the Company’s operations, such as changes in tax laws or regulations, and, in the case of EBITDA, the noncash charges associated with depreciation and amortization. Further, as interest from financing, income taxes, depreciation, and amortization can vary dramatically between companies and between periods, management believes that the removal of these items can improve comparability. Adjusted EBIT and adjusted EBITDA represent further non-U.S. GAAP adjustments to EBIT and EBITDA, in each case adjusted to exclude, as applicable, (i) product rationalization and (ii) costs related to business development activities. The product rationalization adjustment pertains to the elimination and divestiture of certain product lines. As these charges are infrequent or unusual items that can be variable from period to period and do not fluctuate with operating results, management believes removing these gains and costs from EBIT and EBITDA improves comparability of past, present, and future operating results and provides consistency when comparing EBIT and EBITDA between periods. EBIT and adjusted EBIT reconciled to net earnings were as follows:     Three Months Ended December 31,       2025     2024   Net earnings (U.S. GAAP)   $ 133,719     $ 87,091   Income tax expense     35,432       14,763   Interest expense     10,344       12,341   Interest income     (701 )     (1,377 ) EBIT (Non-U.S. GAAP)     178,794       112,818   Non-U.S. GAAP adjustments:             Product rationalization 1     —       (9,361 ) Business development activities 2     —       3,518   Total non-U.S. GAAP adjustments     —       (5,843 ) Adjusted EBIT (Non-U.S. GAAP)   $ 178,794     $ 106,975   (1) Presented in the line item "Other income, net" in Woodward's Condensed Consolidated Statement of Earnings. (2) Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings. 36   EBITDA and adjusted EBITDA reconciled to net earnings were as follows:     Three Months Ended December 31,       2025     2024   Net earnings (U.S. GAAP)   $ 133,719     $ 87,091   Income tax expense     35,432       14,763   Interest expense     10,344       12,341   Interest income     (701 )     (1,377 ) Amortization of intangible assets     7,342       6,914   Depreciation expense     21,696       20,962   EBITDA (Non-U.S. GAAP)     207,832       140,694   Non-U.S. GAAP adjustments:             Product rationalization 1     —       (9,361 ) Business development activities 2     —       3,518   Total non-U.S. GAAP adjustments     —       (5,843 ) Adjusted EBITDA (Non-U.S. GAAP)   $ 207,832     $ 134,851   (1) Presented in the line item "Other income, net" in Woodward's Condensed Consolidated Statement of Earnings. (2) Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings. The use of these non-U.S. GAAP financial measures is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. As adjusted net earnings, adjusted net earnings per share, adjusted income tax expense, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA exclude certain financial information compared with net earnings and income tax expense, the most directly comparable U.S. GAAP financial measures, users of this financial information should consider the information that is excluded. Our calculations of adjusted net earnings, adjusted net earnings per share, adjusted income tax expense, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures. Cash flow‐based non‐U.S. GAAP financial measures Management uses free cash flow, which is defined by the Company as net cash provided by operating activities less payments for property, plant, and equipment, in reviewing the financial performance of and cash generation by Woodward’s various business groups and evaluating cash levels. We believe free cash flow is a useful measure for investors because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying interest on our indebtedness, repaying maturing debt, funding business acquisitions, repurchasing our common stock, paying dividends, and investing in additional research and development. In addition, securities analysts, investors, and others frequently use free cash flow in their evaluation of companies. The use of this non‐U.S. GAAP financial measure is not intended to be considered in isolation of, or as substitutes for, the financial information prepared and presented in accordance with U.S. GAAP. Free cash flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. Our calculation of free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures. Free cash flow reconciled to net cash provided by operating activities was as follows:     Three Months Ended December 31,       2025     2024   Net cash provided by operating activities (U.S. GAAP)   $ 114,437     $ 34,516   Payments for property, plant and equipment     (44,129 )     (33,574 ) Free cash flow (Non-U.S. GAAP)   $ 70,308     $ 942     37   CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Note 1, Operations and summary of significant accounting policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of our most recently filed Annual Report on Form 10-K, describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Our critical accounting estimates, identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our most recently filed Form 10-K, include the discussion of estimates used for revenue recognition, inventory valuation, reviews for impairment of goodwill and other indefinitely lived intangible assets, and our provision for income taxes. Such accounting estimates require significant judgments and assumptions to be used in the preparation of the Condensed Consolidated Financial Statements included in this Form 10-Q, and actual results could differ materially from the amounts reported. New Accounting Standards From time to time, the FASB or other standards-setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update. To understand the impact of recently issued standards, whether adopted or to be adopted, please review the information provided in Note 2, New accounting standards in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. Unless otherwise discussed, we believe that the impact of recently issued standards, whether adopted or to be adopted in the future, is not expected to have a material impact on our Condensed Consolidated Financial Statements upon adoption. Item 3. Quantitative and Qualitative Disclosures About Market Risk In the normal course of business, we have exposures to interest rate risk from our long-term and short-term debt and our postretirement benefit plans, and foreign currency exchange rate risk related to our foreign operations and foreign currency transactions. We are also exposed to various market risks that arise from transactions entered into in the normal course of business related to items such as the cost of raw materials and changes in inflation. Certain contractual relationships with customers and vendors mitigate risks from changes in raw material costs and foreign currency exchange rate changes that arise from normal purchasing and normal sales activities. These market risks are discussed more fully in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our most recent Form 10-K. These market risks have not materially changed since the date our most recent Form 10-K was filed with the SEC. Item 4. Controls and Procedures We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer (Charles Blankenship, Jr., Chairman of the Board and Chief Executive Officer) and Principal Financial and Accounting Officer (William Lacey, Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures. Charles Blankenship, Jr. and William Lacey evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluations, they concluded that our disclosure controls and procedures were effective as of December 31, 2025. There have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 38   PART II – OTHER INFORMATION Item 1. Legal Proceedings Woodward is currently involved in claims, pending or threatened litigation or other legal proceedings, investigations, and/or regulatory proceedings arising in the normal course of business, including, among others, those relating to product liability claims, employment matters, worker’s compensation claims, contractual disputes, product warranty claims, and alleged violations of various laws and regulations. Woodward accrues for known individual matters using estimates of the most likely amount of loss where it believes that it is probable the matter will result in a loss when ultimately resolved and such loss is reasonably estimable. While the outcome of pending claims, legal and regulatory proceedings, and investigations cannot be predicted with certainty, management believes that any liabilities that may result from these claims, proceedings, and investigations will not have a material effect on Woodward's liquidity, financial condition, or results of operations. Ite m 1A. Risk Factors Investment in our securities involves risk. An investor or potential investor should consider the risks summarized under the caption “Risk Factors” in Part I, Item 1A of our most recent Form 10-K when making investment decisions regarding our securities. The risk factors that were disclosed in our most recent Form 10-K have not materially changed since the date our most recent Form 10-K was filed with the SEC. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Sales of Unregistered Securities None.   39   Issuer Purchases of Equity Securities (In thousands, except for shares and per share amounts)   Total Number of Shares Purchased     Weighted Average Price Paid Per Share     Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)     Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs at Period End (1)   October 1, 2025 through October 31, 2025 (2)     100,098     $ 253.68       100,000     $ 17,353   November 1, 2025 through November 30, 2025 (2)     53,507       261.95       52,713       1,800,000   December 1, 2025 through December 31, 2025 (2)     301,797       299.02       301,797       1,709,758     (1) In January 2024, the Board authorized a program for the repurchase of up to $600,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three year period. The Company completed its $600,000 authorization in November 2025. In November 2025, the Board authorized a new program for the repurchase of up to $1,800,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period ending in November 2028. (2) Under a trust established for the purposes of administering the Woodward Executive Benefit Plan, 98 shares of common stock were acquired in October 2025 and 768 shares were acquired in November 2025 on the open market related to the deferral of compensation by certain eligible members of Woodward’s management who irrevocably elected to invest some or all of their deferred compensation in Woodward common stock. In addition, 26 shares of common stock were acquired in November 2025 on the open market related to the reinvestment of dividends for shares of treasury stock held for deferred compensation. Shares owned by the trust, which is a separate legal entity, are included in "Treasury stock held for deferred compensation" in the Condensed Consolidated Balance Sheets. Item 5. Other Information On December 2, 2025 , Charles Blankenship, Jr ., Chairman of the Board and Chief Executive Officer , entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The new trading plan provides for the sale of up to 27,625 shares of common stock of the Company upon the exercise of non-qualified stock options and terminates on September 3, 2026 , for a duration of 275 days . On December 2, 2025 , Shawn McLevige , President , Aerospace, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The new trading plan provides for the sale of up to 4,000 shares of common stock of the Company upon the exercise of non-qualified stock options and terminates on September 3, 2026 , for a duration of 275 days . During the three months ended December 31, 2025, no other directors or officers, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K . 40   Item 6. E xhibits Exhibits filed as part of this Report are listed in the Exhibit Index. WOODWARD, INC. EXHIBIT INDEX     Exhibit Number Description * 31.1 Rule 13a-14(a)/15d-14(a) certification of Charles Blankenship, Jr. * 31.2 Rule 13a-14(a)/15d-14(a) certification of William Lacey * 32.1 Section 1350 certifications * 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Earnings, (iii) Condensed Consolidated Statements of Comprehensive Earnings, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements. * 104 Cover page Interactive Data File (embedded within the Inline XBRL document and are contained in Exhibit 101) * Filed as an exhibit to this Report     SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                                     WOODWARD, INC. Date: February 4, 2026   /s/ Charles Blankenship, Jr.     Charles Blankenship, Jr.     Chairman of the Board and Chief Executive Officer (on behalf of the registrant and as the registrant’s Principal Executive Officer)       Date: February 4, 2026   /s/ William Lacey     William Lacey     Chief Financial Officer (on behalf of the registrant and as the registrant’s Principal Financial and Accounting Officer) 41