Woodward, Inc.

Amendment of Bylaws

On November 19, 2025, the Board approved and adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things: (i) enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to clarify the scope of information required regarding proposing stockholders, proposed nominees and other related persons; (ii) add procedural and disclosure requirements for stockholder-requested special meetings; (iii) provide eligible stockholders access to include nominees in the Company’s proxy statement for any annual meeting of stockholders, subject to certain requirements; (iv) clarify the powers of the chair of a stockholder meeting to regulate conduct at and to adjourn such meeting; (v) require director candidates to make themselves available for interviews with members of the Board; and (vi) make various other updates, including ministerial and conforming changes.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Insider Trading Arrangements Intended to Satisfy the Affirmative Defense of Rule 10b5-1(c)

During the three months ended September 30, 2025, two officers of the Company entered into trading plans pursuant to Rule 10b5-1 of the Exchange Act intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (each such trading plan, a "Plan"), as discussed below.

On July 30, 2025, Thomas Cromwell, Executive Vice President and Chief Operating Officer, entered into a Plan that provides for the exercise of up to 30,000 non-qualified stock options and sale of the net shares of common stock of the Company received upon exercise. Mr. Cromwell’s plan terminates on June 1, 2026, for a duration of 306 days.

On September 3, 2025, Terence Voskuil, our then-incumbent Executive Vice President and President, Aerospace, entered into a Plan that provides for the exercise of up to 17,300 non-qualified stock options and sale of the net shares of common stock of the Company received upon exercise. Mr. Voskuil's Plan terminates on May 29, 2026, for a duration of 268 days. As of October 1, 2025, Mr. Voskuil transitioned into the role of Executive Vice President, Chief Technology Officer, Aerospace. Mr. Voskuil is no longer an officer of the Company, as defined in Rule 16a-1(f).

During the quarter ended September 30, 2025, no other directors or officers, as defined in Rule 16a-1(f), adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.