Woodward, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant☑

Filed by a Party other than the Registrant☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

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☐ Fee paid previously with preliminary materials.

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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT

Dear Stockholder:

You are cordially invited to join our Board of Directors and senior leadership for Woodward, Inc.’s Annual Meeting of Stockholders on Wednesday, January 29, 2025 at 8:00 a.m. Mountain Time. In order to enable more stockholders to attend the meeting, this year’s Annual Meeting will be a virtual-only meeting. There will be no physical location for in-person attendance at the Annual Meeting.

In order to attend the Annual Meeting, you must register in advance atwww.proxydocs.com/WWD. Registration ends on January 28, 2025 at 5:00 p.m. Mountain Time. Upon completing your registration, you will receive via email further instructions and a unique link that will allow you access to the meeting. Please be sure to follow the instructions found on your proxy card and/or voting authorization form, as well as subsequent instructions that will be delivered to you via email.

Your vote is very important to us and to the continued success of our Company. Please complete and return your proxy card by mail, or vote via telephone or the internet, as soon as possible regardless of whether you plan to attend the virtual meeting. Thank you in advance for your continuing commitment to Woodward.

Sincerely yours,

Charles P. Blankenship, Jr.

Chairman, Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

In order to enable more stockholders to attend the meeting, this year’s Annual Meeting of Stockholders of Woodward, Inc. (“Woodward” or the "Company") will be held virtually at the date and time below. There will be no in-person meeting location. At the Annual Meeting, stockholders will be asked to consider and vote upon the matters set forth in this notice.

Date and Time:

Wednesday, January 29, 2025

8:00 a.m. Mountain Time

Place:

To attend and participate in the Annual Meeting:

Register atwww.proxydocs.com/WWD. Registration ends on January 28, 2025 at 5:00 p.m. Mountain Time. Enter the control number listed on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.

The Annual Meeting will begin promptly at 8:00 a.m. Mountain Time, on January 29, 2025. Stockholders who register to attend will receive an email containing a link to the Annual Meeting one hour prior to the start of the meeting. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the application and ensure that you can hear the streaming audio. You may begin to log into the virtual platform beginning at 7:45 a.m. Mountain Time, on January 29, 2025.

The purpose of our Annual Meeting is to:

Elect as directors the three nominees identified in this proxy statement, each to serve for a term of three years;

Vote on an advisory resolution regarding the compensation of the Company’s named executive officers;

Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025; and

Transact other business that properly comes before the meeting, or any postponement or adjournment thereof.

Holders of Woodward common stock as of the close of business on the record date, December 2, 2024, are entitled to vote at the meeting, or any postponement or adjournment thereof.

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 are available to you atwww.proxydocs.com/WWD.

Important Notice of Internet Availability of Proxy Materials

The Securities and Exchange Commission’s “Notice and Access” rule enables us to deliver a Notice of Internet Availability of Proxy Materials to stockholders in lieu of a paper copy of the proxy statement, related materials, and our Annual Report. It contains instructions on how to access our proxy statement and 2024 Annual Report online and how to vote.

We appreciate your continued support of Woodward.

By Order of the Board of Directors,

Karrie M. Bem

Corporate Secretary

YOUR VOTE IS IMPORTANT

Even if you plan to attend the Annual Meeting (virtually), please submit your vote via telephone or the internet, or, if you received a paper copy, date, sign and return the proxy card as soon as possible.