Woodward, Inc.
For the period ended Sep 30, 2025. Filed Nov 25, 2025.
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FY2025 · Filed Nov 25, 2025
WWD$334.13+0.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| (a) | (1) | Consolidated Financial Statements: | |
|---|---|---|---|
| Report of Independent Registered Public Accounting Firm | 42 | ||
| Consolidated Statements of Earnings for the fiscal years ended September 30, 2025, 2024, and 2023 | 45 | ||
| Consolidated Statements of Comprehensive Earnings for the fiscal years ended September 30, 2025, 2024, and 2023 | 46 | ||
| Consolidated Balance Sheets at September 30, 2025 and 2024 | 47 | ||
| Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2025, 2024, and 2023 | 48 | ||
| Consolidated Statements of Stockholders’ Equity for the fiscal years ended September 30, 2025, 2024, and 2023 | 49 | ||
| Notes to Consolidated Financial Statements | 50 | ||
Financial statements and schedules other than those listed above are omitted for the reason that they are not applicable, are not required, or the information is included in the financial statements or the footnotes.
| (a) | (2) | Exhibits Filed as Part of This Report: |
|---|---|---|
| ‡ | 2.1 | Share Purchase Agreement relating to the sale and purchase of all shares in L’Orange GmbH and Fluid Mechanics LLC dated April 8, 2018, filed as Exhibit 2.1 to Quarterly Report on Form 10-Q filed on August 8, 2018 |
| * | 3.1 | Amended and Restated Bylaws, effective as of November 19, 2025 |
| ‡ | 3.2 | Restated Certificate of Incorporation, as amended October 3, 2007, filed as Exhibit 3(i)(a) to Annual Report on Form 10-K filed November 20, 2008 |
| ‡ | 3.3 | Certificate of Amendment of Certificate of Incorporation, dated January 23, 2008, filed as Exhibit 3(i)(b) to Annual Report on Form 10-K filed November 20, 2008 |
| ‡ | 3.4 | Certificate of Amendment of the Restated Certificate of Incorporation, dated January 26, 2011, filed as Exhibit 3.1 to Current Report on Form 8-K filed January 28, 2011 |
| ‡ | 3.5 | Certificate of Designation of Rights, Preferences and Privileges of Series B Preferred Stock, filed as Exhibit 3.1 to Current Report on Form 8-K filed April 6, 2020 |
| ‡ | 4.1 | Form of Common Stock Certificate, filed as Exhibit 4.1 to Annual Report on Form 10-K filed on November 26, 2024 |
| ‡ | 4.2 | Description of Capital Stock, filed as Exhibit 4.2 to Annual Report on Form 10-K filed on November 26, 2024 |
| †‡ | 10.1 | 2017 Omnibus Incentive Plan, as amended January 25, 2023, filed as Exhibit 99.1 to Current Report on Form 8-K filed January 31, 2023 |
| †*^ | 10.2 | Woodward, Inc. Enterprise Incentive Plan, dated November 18, 2025 |
| *† | 10.3 | Woodward Executive Benefit Plan, as amended and restated as of December 5, 2022 |
| *† | 10.4 | Woodward Retirement Savings Plan, as amended and restated effective as of January 1, 2024 |
|---|---|---|
| †‡ | 10.5 | Amended and Restated Executive Severance and Change in Control Agreement filed as Exhibit 10.29 to Annual Report on Form 10-K filed November 19, 2021 |
| †‡ | 10.6 | Thomas Cromwell employment offer letter dated January 30, 2019, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 8, 2019 |
| †‡ | 10.7 | Charles Blankenship Jr. employment offer letter dated April 19th, 2022, filed as Exhibit 10.3 to Quarterly Report on Form 10-Q filed on May 6, 2022 |
| †‡ | 10.8 | William Lacey Offer Letter dated March 30, 2023, filed as Exhibit 10.2 to Quarterly Report on Form 10-Q filed August 4th, 2023 |
| †‡ | 10.9 | Randall Hobbs Offer Letter dated October 7, 2022, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q, filed February 2, 2024 |
| †‡ | 10.10 | Separation Agreement dated March 14, 2024 by and between Woodward, Inc. and A. Christopher Fawzy, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 3, 2024 |
| ‡ | 10.11 | Purchase and Sale Agreement between Woodward, Inc. and General Electric Company dated January 4, 2016 filed as Exhibit 2.1 to Current Report on Form 8-K filed January 8, 2016 |
| ‡ | 10.12 | Amended and Restated Limited Liability Company Agreement of Convergence Fuel Systems, LLC dated January 4, 2016, filed as Exhibit 10.1 to Current Report on Form 8-K filed January 8, 2016 |
| ‡ | 10.13 | Frame Development and Purchase Agreement between MTU Friedrichshafen GmbH and L’Orange GmbH, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q filed August 8, 2018 |
| * | 10.14 | Conformed Note Purchase Agreement (Series M) dated September 23, 2016 and conformed as of October 23, 2025, by and among the Company and the purchasers named therein |
| * | 10.15 | Conformed Note Purchase Agreement (Series N and O) dated September 23, 2016 and conformed as of October 23, 2025, by and among Woodward International Holding, B.V., the Company, and the purchasers named therein |
| * | 10.16 | Conformed Note Purchase Agreement (2018 Notes) dated May 31, 2018 and conformed as of October 23, 2025, by and among the Company and the purchasers named therein |
| ‡ | 10.17 | Second Amended and Restated Credit Agreement dated October 21, 2022, by and among the Company, certain foreign subsidiaries borrowers of the Company from time to time parties thereto, the institutions from time-to-time party thereto, as lenders, and Wells Fargo Bank, National Association, as administrative agent filed as Exhibit 10.31 to Annual Report on Form 10-K, filed on November 18, 2022 |
| *† | 10.18 | Outside Director Compensation Policy dated October 1, 2025 |
| †‡ | 10.19 | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors dated November 14, 2023, filed as Exhibit 10.34 to Annual Report on Form 10-K, filed on November 17, 2023 |
| †‡ | 10.20 | Form RSU Agreement for Non-Employee Directors dated November 14, 2023, filed as Exhibit 10.36 to Annual Report on Form 10-K, filed on November 17, 2023 |
| †‡ | 10.21 | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors, dated September 16, 2024, filed as Exhibit 10.40 to Annual Report on Form 10-K, filed on November 26, 2024 |
| †‡ | 10.22 | Form of Restricted Stock Unit Agreement for Non-Employee Directors, dated September 16, 2024 filed as Exhibit 10.41 to Annual Report on Form 10-K, filed on November 26, 2024 |
|---|---|---|
| †‡ | 10.23 | Form of Non-Qualified Stock Option Agreement, filed as Exhibit 10.2 to Quarterly Report on Form 10-Q filed January 25, 2017 |
| †‡ | 10.24 | Form of Non-Qualified Stock Option Agreement, filed as Exhibit 10.40 to Annual Report on Form 10-K filed November 13, 2018 |
| †‡ | 10.25 | Form of Non-Qualified Stock Option Agreement for Employees and Consultants dated November 14, 2023, filed as Exhibit 10.33 to Annual Report on Form 10-K, filed on November 17, 2023 |
| *† | 10.26 | Form of Non-Qualified Stock Option Agreement for Employees and Consultants, dated November 18, 2025 |
| †‡ | 10.27 | Form of Restricted Stock Unit Agreement, filed as Exhibit 10.39 to Annual Report on Form 10-K filed November 13, 2018 |
| †‡ | 10.28 | Form Restricted Stock Unit Agreement for Employees and Consultants dated November 14, 2023, filed as Exhibit 10.35 to Annual Report on Form 10-K filed on November 17, 2023 |
| *† | 10.29 | Form of Restricted Stock Unit Agreement for Employees and Consultants dated November 18, 2025 |
| †‡ | 10.30 | Form Attraction and Retention RSU agreement, filed as Exhibit 10.2 to Quarterly Report on Form 10-Q filed May 6, 2022 |
| †‡ | 10.31 | Form of Relative TSR Performance Restricted Stock Unit Agreement dated November 14, 2023, filed as Exhibit 10.37 to Annual Report on Form 10-K filed on November 17, 2023 |
| *† | 10.32 | Form of Relative TSR Performance Restricted Stock Unit Agreement dated November 18, 2025 |
| *† | 10.33 | Form of Return on Invested Capital Performance Restricted Stock Unit Agreement dated November 18, 2025 |
| ‡ | 19.1 | Trades of Woodward Stock (Insider Trading Policy), filed as Exhibit 19.1 to Annual Report on Form 10-K filed on November 26, 2024 |
| * | 21.1 | Subsidiaries |
| * | 23.1 | Consent of Independent Registered Public Accounting Firm |
| * | 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.INS | Inline XBRL Instance Document. |
| * | 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| * | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| * | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| * | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| * | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| * | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101) |
|---|---|---|
| Attached as Exhibit 101 to this report are the following materials from Woodward, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2025 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) the Notes to the Consolidated Financial Statements. | ||
| † | Management contract or compensatory plan or arrangement. | |
| ‡ | Incorporated by reference as an exhibit to this Report (file number 001-39265, unless otherwise indicated). | |
| * | Filed as an exhibit to this Report. | |
| ^ | Certain schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. | |
Exhibit 32.1 is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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