FULLTEXT DEL 2 AV 2
10-Q – 2026-07-30 – wwd-20260630.htm
Aerospace
Aerospace segment net sales increased by $112,683, or 18.9%, to $708,673 for the third quarter of fiscal year 2026, compared to $595,990 for the third quarter of fiscal year 2025. Aerospace segment net sales increased by $395,290, or 23.9%, to $2,046,891 for the first nine months of fiscal year 2026, compared to $1,651,601 for the first nine months of fiscal year 2025.
The increases in Aerospace segment net sales in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of the prior fiscal year 2025 were primarily attributable to increased sales volumes and price realization. We currently expect continued demand growth in Aerospace across our markets, and we are investing in capacity and automated processes to support this anticipated growth.
Commercial OEM sales increased in the third quarter as compared to the same period of fiscal year 2025, primarily due to increased airframer production rates. Commercial OEM sales increased in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily due to increased airframer production rates and a tapering of destocking efforts by airframers. For the remainder of fiscal year 2026, we do not expect destocking efforts to have a large impact, as we believe our output is currently well-aligned with current airframer build rates.
Commercial services sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to higher repair 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 solid service demand across widebody and regional platforms. We also experienced strong spare line replacement unit (“LRU”) sales in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025. Spare LRU sales were generally consistent with what we experienced during the last three sequential quarters.
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Defense OEM sales decreased in the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily driven by a one-time revenue recognition adjustment. Defense OEM sales increased in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily driven by increased Joint Direct Attack Munition ("JDAM") pricing, which took effect during the fourth quarter of fiscal year 2025. Defense services sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to price realization. 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 $44,280, or 35.2%, to $170,020 for the third quarter of fiscal year 2026, compared to $125,740 for the third quarter of fiscal year 2025. Aerospace segment earnings increased by $131,409, or 38.1%, to $476,490 for the first nine months of fiscal year 2026, compared to $345,081 for the first nine months of fiscal year 2025.
The increases in Aerospace segment earnings were due to the following:
Three-Month Period
Nine-Month Period
Earnings for the period ended June 30, 2025
$
125,740
$
345,081
Sales volume and mix
8,169
74,924
Price, inflation, and productivity
55,040
121,928
Manufacturing expenses
(7,420
)
(27,020
)
Annual variable incentive compensation expenses
(3,310
)
(16,775
)
Research and development expenses
(6,472
)
(16,047
)
Other, net
(1,727
)
(5,601
)
Earnings for the period ended June 30, 2026
$
170,020
$
476,490
Aerospace segment earnings as a percentage of segment net sales were 24.0% for the third quarter of fiscal year 2026, compared to 21.1% for the third quarter of fiscal year 2025. The increase in Aerospace segment earnings in the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was the result of price realization and increased leverage from higher sales volumes, partially offset by inflation and unfavorable mix. The price realization impact in the quarter included a one-time retroactive pricing adjustment.
Aerospace segment earnings as a percentage of segment net sales were 23.3% for the first nine months of fiscal year 2026, compared to 20.9% for the first nine months of fiscal year 2025. The increase in Aerospace segment earnings in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was the result of price realization and higher sales volumes, partially offset by strategic investments in manufacturing capabilities, inflation, and unfavorable mix. The strategic investments include enhancements to our manufacturing capabilities to deliver the content on current platforms, incremental R&D tied to early-stage efforts to compete for the next single-aisle aircraft platform, and an enterprise resource planning system upgrade. While these initiatives are impacting margins, they are critical to position the Company for sustained long-term growth, and we expect these investments to continue for the remainder of fiscal year 2026 and fiscal year 2027.
Industrial
Industrial segment net sales increased by $81,576, or 25.5%, to $401,032 for the third quarter of fiscal year 2026, compared to $319,456 for the third quarter of fiscal year 2025. Industrial segment net sales increased by $229,637, or 25.0%, to $1,149,836 for the first nine months of fiscal year 2026, compared to $920,199 for the first nine months of fiscal year 2025.
The increases in Industrial segment net sales in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily attributable to higher sales volumes and price realization. Industrial net sales for the first nine months of fiscal year 2026 also benefited from favorable foreign currency impacts.
Power generation sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to higher data center demand for both base and backup power. We recently expanded capacity to support anticipated continued demand growth for power generation applications.
Transportation sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due strong marine transportation sales reflecting higher shipyard output as well as increases in sales relating to our on-highway natural gas truck business in China. We do not expect significant China on-highway sales in the fourth quarter as we complete the wind-down of this business.
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Oil and gas sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to higher liquified natural gas infrastructure related volume.
Industrial segment earnings increased by $40,862, or 85.8%, to $88,484 for the third quarter of fiscal year 2026, compared to $47,622 for the third quarter of fiscal year 2025. Industrial segment earnings increased by $87,413, or 65.3%, to $221,199 for the first nine months of fiscal year 2026, compared to $133,786 for the first nine months of fiscal year 2025.
The increase in Industrial segment earnings was due to the following:
Three-Month Period
Nine-Month Period
Earnings for the period ended June 30, 2025
$
47,622
$
133,786
Sales volume and mix
31,807
80,516
Price, inflation, and productivity
12,102
35,407
Annual variable incentive compensation expenses
432
(6,888
)
Other, net
(3,479
)
(21,622
)
Earnings for the period ended June 30, 2026
$
88,484
$
221,199
Industrial segment earnings as a percentage of segment net sales were 22.1% for the third quarter of fiscal year 2026, compared to 14.9% for the third quarter of fiscal year 2025. Industrial segment earnings as a percentage of segment net sales were 19.2% for the first nine months of fiscal year 2026, compared to 14.5% for the first nine months of fiscal year 2025. The increases in Industrial segment earnings in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily driven by increased leverage from higher sales volume and price realization, partially offset by inflation.
Nonsegment
Nonsegment expenses increased by $14,646 to $50,776 for the third quarter of fiscal year 2026, compared to $36,130 for the third quarter of fiscal year 2025. Nonsegment expenses increased by $47,434 to $132,420 for the first nine months of fiscal year 2026, compared to $84,986 for the first nine months of fiscal year 2025.
The significant items that impacted nonsegment expenses were as follows:
Three Months Ended June 30,
Nine Months Ended June 30,
2026
2025
2026
2025
Nonsegment expenses
$
(50,776
)
$
(36,130
)
$
(132,420
)
$
(84,986
)
Restructuring charges
9,264
—
16,079
—
Product rationalization
—
—
—
(20,524
)
Business development activities
—
—
—
7,310
Nonsegment expenses excluding infrequent significant items
$
(41,512
)
$
(36,130
)
$
(116,341
)
$
(98,200
)
Excluding these items, nonsegment expenses increased $5,382 in the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 and increased $18,141 in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025. The increases in nonsegment expenses for the third quarter and first nine months of fiscal year 2026 were primarily attributable to higher project-related costs and increased labor 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.
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 1 of this Form 10-Q.
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At June 30, 2026, we had total outstanding debt of $1,341,935, 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 June 30, 2026, we had $592,496 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 nine months ended June 30, 2026 were as follows:
Maximum daily balance during the period
$
685,600
Average daily balance during the period
$
432,942
Weighted average interest rate on average daily balance
4.7
%
At June 30, 2026, we had additional borrowing availability of $399,610 under our revolving credit facility, net of outstanding letters of credit, and additional borrowing availability of $25,556 under various foreign credit facilities.
We were compliant with all our debt covenants as of June 30, 2026. 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
Nine Months Ended June 30,
2026
2025
Net cash provided by operating activities
$
351,937
$
237,976
Net cash used in investing activities
(286,795
)
(27,518
)
Net cash provided by (used in) financing activities
88,769
(26,126
)
Effect of exchange rate changes on cash and cash equivalents
(6,491
)
6,557
Net change in cash and cash equivalents
147,420
190,889
Cash and cash equivalents at beginning of year
327,431
282,270
Cash and cash equivalents at end of period
$
474,851
$
473,159
Net cash provided by operating activities for the first nine months of fiscal year 2026 was $351,937, compared to $237,976 for the same period of fiscal year 2025. The increase in net cash provided by operating activities in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings.
Net cash used in investing activities for the first nine months of fiscal year 2026 was $286,795, compared to $27,518 for the same period of fiscal year 2025. The increase in net cash used in investing activities in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily due to higher capital expenditures in the current fiscal year and payments for acquisitions in the current fiscal year, partially offset by proceeds received from certain business divestitures as part of product rationalization efforts in the prior fiscal year.
Net cash provided by financing activities for the first nine months of fiscal year 2026 was $88,769, compared to net cash used in financing activities of $26,126 for the same period of fiscal year 2025. The increase in net cash provided by financing activities for the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was
39
primarily attributable to an increase in net debt borrowings, partially offset by increased repurchases of common stock. During the first nine months of fiscal year 2026, we had net debt borrowings in the amount of $644,622, compared to net debt borrowings of $50,281 in the first nine months of fiscal year 2025. During the first nine months of fiscal year 2026, we repurchased $553,031 of our common stock, whereas in the first nine months of fiscal year 2025, we repurchased $124,276.
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, (ii) costs related to business development activities, and (iii) restructuring charges. 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, (ii) costs related to business development activities, and (iii) restructuring charges. 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 June 30,
2026
2025
Net Earnings
Earnings Per Share
Net Earnings
Earnings Per Share
Net earnings (U.S. GAAP)
$
146,675
$
2.40
$
108,448
$
1.76
Non-U.S. GAAP adjustments:
Restructuring charges
9,264
0.15
—
—
Tax effect of Non-U.S. GAAP net earnings adjustments
(2,311
)
(0.03
)
—
—
Non-U.S. GAAP adjustments
6,953
0.12
—
—
Adjusted net earnings (Non-U.S. GAAP)
$
153,628
$
2.52
$
108,448
$
1.76
40
Nine Months Ended June 30,
2026
2025
Net Earnings
Earnings Per Share
Net Earnings
Earnings Per Share
Earnings per share (U.S. GAAP)
$
414,407
$
6.76
$
304,488
$
4.96
Non-U.S. GAAP adjustments, net of tax:
Restructuring charges
16,079
0.26
—
—
Product rationalization 1
—
—
(20,524
)
(0.33
)
Business development activities 2
—
—
7,310
0.12
Tax effect of Non-U.S. GAAP net earnings adjustments
(4,013
)
(0.06
)
3,130
0.05
Total non-U.S. GAAP adjustments
12,066
0.20
(10,084
)
(0.16
)
Adjusted earnings per share (Non-U.S. GAAP)
$
426,473
$
6.96
$
294,404
$
4.80
(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 June 30,
Nine Months Ended June 30,
2026
2025
2026
2025
Income tax expense (U.S. GAAP)
$
46,837
$
18,388
$
115,683
$
57,165
Tax effect of Non-U.S. GAAP net income adjustments
2,311
—
4,013
(3,130
)
Adjusted income tax expense (Non-U.S. GAAP)
$
49,148
$
18,388
$
119,696
$
54,035
Adjusted effective tax rate (Non-U.S. GAAP)
24.2
%
14.5
%
21.9
%
15.5
%
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, (ii) costs related to business development activities, and (iii) restructuring charges. 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.
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EBIT and adjusted EBIT reconciled to net earnings were as follows:
Three Months Ended June 30,
Nine Months Ended June 30,
2026
2025
2026
2025
Net earnings (U.S. GAAP)
$
146,675
$
108,448
$
414,407
$
304,488
Income tax expense
46,837
18,388
115,683
57,165
Interest expense
14,827
11,234
37,206
35,464
Interest income
(611
)
(838
)
(2,027
)
(3,236
)
EBIT (Non-U.S. GAAP)
207,728
137,232
565,269
393,881
Non-U.S. GAAP adjustments:
Restructuring charges
9,264
—
16,079
—
Product rationalization 1
—
—
—
(20,524
)
Business development activities 2
—
—
—
7,310
Total non-U.S. GAAP adjustments
9,264
—
16,079
(13,214
)
Adjusted EBIT (Non-U.S. GAAP)
$
216,992
$
137,232
$
581,348
$
380,667
(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.
EBITDA and adjusted EBITDA reconciled to net earnings were as follows:
Three Months Ended June 30,
Nine Months Ended June 30,
2026
2025
2026
2025
Net earnings (U.S. GAAP)
$
146,675
$
108,448
$
414,407
$
304,488
Income tax expense
46,837
18,388
115,683
57,165
Interest expense
14,827
11,234
37,206
35,464
Interest income
(611
)
(838
)
(2,027
)
(3,236
)
Amortization of intangible assets
9,568
7,172
24,334
20,858
Depreciation expense
22,501
21,482
66,679
63,238
EBITDA (Non-U.S. GAAP)
239,797
165,886
656,282
477,977
Non-U.S. GAAP adjustments:
Restructuring charges
9,264
—
16,079
—
Product rationalization 1
—
—
—
(20,524
)
Business development activities 2
—
—
—
7,310
Total non-U.S. GAAP adjustments
9,264
—
16,079
(13,214
)
Adjusted EBITDA (Non-U.S. GAAP)
$
249,061
$
165,886
$
672,361
$
464,763
(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,
42
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:
Nine Months Ended June 30,
2026
2025
Net cash provided by operating activities (U.S. GAAP)
$
351,937
$
237,976
Payments for property, plant and equipment
(156,337
)
(78,537
)
Free cash flow (Non-U.S. GAAP)
$
195,600
$
159,439
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
43
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 June 30, 2026.
There have not been any changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
44
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)
April 1, 2026 through April 30, 2026 (2)
88,686
$
375.87
88,686
$
1,450,920
May 1, 2026 through May 31, 2026 (2)
25
350.03
—
1,450,920
June 1, 2026 through June 30, 2026 (2)
431,232
382.17
431,232
1,286,114
(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, 25 shares of common stock were acquired in May 2026 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
During the three months ended June 30, 2026, two officers of the Company entered into trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (each such trading plan, a "Plan"), as discussed below.
On June 1, 2026 , Thomas Cromwell , Executive Vice President and Chief Operating Officer , entered into a Plan that provides for the sale of up to 2,915 shares of common stock of the Company. Mr. Cromwell’s Plan terminates on March 1, 2027 , for a duration of 274 days .
On June 1, 2026, William Lacey , Executive Vice President and Chief Financial Officer , entered into a Plan that provides for the sale of up to 3,509 shares of common stock of the Company. Mr. Lacey’s Plan terminates on March 1, 2027 , for a duration of 274 days .
During the three months ended June 30, 2026 , 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.
Item 6. E xhibits
45
Exhibits filed as part of this Report are listed in the Exhibit Index.
WOODWARD, INC.
EXHIBIT INDEX
Exhibit
Number
Description
*
10.1
Third Amended and Restated Credit Agreement, dated as of May 28, 2026, among Woodward, Inc., certain wholly-owned subsidiaries of Woodward, Inc. as borrowers from time to time, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Citibank, N.A. and BOFA Securities, Inc., as joint lead arrangers and book runners, HSBC Bank USA, N.A., PNC Bank, National Association, and U.S. Bank National Association, as co-documentation agents, and Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, filed as Exhibit 10.1 to Current Report on Form 8-K filed May 28, 2026
*
10.2
Term Loan Credit Agreement, dated as of May 28, 2026, among Woodward, Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A. and BOFA Securities, Inc., as joint lead arrangers and book runners, HSBC Bank USA, N.A., PNC Bank, National Association, and U.S. Bank National Association, as co-documentation agents, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, filed as Exhibit 10.2 to Current Report on Form 8-K filed May 28, 2026
*
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 quarterly period ended June 30, 2026, 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
** Furnished 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: July 30, 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: July 30, 2026
/s/ William Lacey
William Lacey
Chief Financial Officer
(on behalf of the registrant and as the registrant’s Principal Financial and Accounting Officer)
46