Document


New York									16-0757636
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

400 Jamison Rd East Aurora, New York									14052
(Address of Principal Executive Offices)									(Zip Code)

MOOG INC. 2025 LONG TERM INCENTIVE PLAN
(Full title of the plan)

Jennifer Walter
Executive Vice President and Chief Financial Officer
Moog Inc.
East Aurora, New York 14052-0018
(Name and address of agent for service)

716-652-2000
(Telephone number, including area code, of agent for service)

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.

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 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Moog Inc. (“Moog” or the “Registrant”) to register the offering and sale of 1,500,000 shares of the Registrant’s Class A Common Stock, par value $1.00 per share, and 1,500,000 shares of the Registrant’s Class B Common Stock, par value $1.00 per share, for issuance under the Moog Inc. 2025 Long Term Incentive Plan (the “Plan”).

The information specified in Part I of Form S-8 (Items 1 and 2) is not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement but will be sent or given to Plan participants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended.

(b)(ii) The portions of Moog’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Shareholders held on February 4, 2025, filed with the Commission on December 17, 2024, that are specifically incorporated by reference to Part III of the Annual Report;

(b)(iii) Moog’s Current Reports on Form 8-K, filed with the Commission on January 24 , 20 25 (solely pursuant to Item 8.01 of Form 8-K), F ebru ary 5, 2025, April 25, 2025 (solely pursuant to 8.01 of Form 8-K), June 4, 2025, July 25, 2025 (solely pursuant to Item 8.01 of Form 8-K); and,

In addition, all reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the date of the filing of such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

Hodgson Russ LLP will advise the Registrant regarding certain legal matters in connection with the issuance of shares of the Registrant’s Class A Common Stock and Class B Common Stock registered under this Registration Statement. The attorneys at Hodgson Russ LLP own, either directly or indirectly, approximately 675 shares of the Registrant’s Class A Common Stock and 341 shares of the Registrant’s Class B Common Stock.

The Registrant is a New York corporation. With certain limitations, (i) Sections 721 through 726 of the New York Business Corporation Law, or BCL, grant New York corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with threatened, pending or completed actions, suits or proceedings to which they are parties or are threatened to be made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions;(ii) give a director or officer who successfully defends an action the right to be so indemnified; and (iii) permit a New York corporation to buy directors’ and officers’ liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of shareholders or otherwise.

Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled to or that his or her acts violated Section 719 of the BCL, or (ii) for any act or omission prior to the adoption of a provision authorized by Section 402(b) of the BCL. Article Eight of the Registrant's Restated Certificate of Incorporation provides that its directors shall not be personally liable to the Registrant or its shareholders for a breach of their duties to the fullest extent in which elimination or limitation of the liability of directors is permitted by applicable law.

Article Eight of the Registrant's Restated Certificate of Incorporation provides that the Registrant shall indemnify its directors against any liabilities incurred in the capacity of the director to the fullest extent permitted by applicable law. Article XIII of the Registrant’s Amended and Restated By-laws provide that the Registrant shall indemnify its directors and officers against expenses, judgments, fines or amounts paid in settlement in connection with any action, suit or proceeding, or threat thereof, to the maximum extent permitted by BCL. The Registrant is also obligated to advance or reimburse the cost of the expenses incurred by its officers and directors (including attorneys’ fees) in defending themselves in such proceedings in advance of final disposition upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Registrant as authorized by Article XIII of its Amended and Restated By-laws.

The Registrant has indemnification agreements with each of its officers and directors, and, as permitted by Section 726 of the BCL, the Registrant maintains an insurance policy insuring its directors and officers against liability for certain acts and omissions while acting in their official capacities on the Registrant's behalf. These agreements provide that the Registrant’s officers and directors are covered under the Registrant’s officers and directors liability insurance, indemnified to the extent permitted by law and are entitled to expense advancement by the Registrant, including attorneys’ fees, in the event of any legal proceeding arising from the director or officer’s service to the Registrant in such capacities, subject to reimbursement if it is later determined indemnification is not permitted.

ii.To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii.To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

2.That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act pf 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in East Aurora, New York on August 5, 2025.

We, the undersigned directors and officers of Moog Inc., hereby constitute and appoint Pat Roche and Jennifer Walter, and each of them singly, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-8 (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to this Registration Statement on Form S-8 or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date

/s/ Pat Roche	Chief Executive Officer (Principal Executive Officer) and Director	August 5, 2025
Pat Roche

/s/ Jennifer Walter	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 5, 2025
Jennifer Walter

/s/ Nicholas Hart	Controller (Principal Accounting Officer)	August 5, 2025
Nicholas Hart

/s/ John R. Scannell	Chairman of the Board and Director	August 5, 2025
John R. Scannell

/s/ Janet M. Coletti	Director	August 5, 2025
Janet M. Coletti

/s/ Donald R. Fishback	Director	August 5, 2025
Donald R. Fishback

/s/ William G. Gisel, Jr.	Director	August 5, 2025
William G. Gisel, Jr.

/s/ Peter J. Gundermann	Director	August 5, 2025
Peter J. Gundermann

/s/ Kraig H. Kayser	Director	August 5, 2025
Kraig H. Kayser

/s/ Mahesh Narang	Director	August 5, 2025
Mahesh Narang

/s/ Brenda L. Reichelderfer	Director	August 5, 2025
Brenda L. Reichelderfer


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Exhibit No.	Exhibit Description	Filing Date or Filed Herewith
5.1	Opinion of Hodgson Russ LLP.	X
10.1	Moog Inc. 2025 Long Term Incentive Plan (incorporated by reference to Exhibit A to the Annual Report in Moog Inc.’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 1 7 , 20 2 4 ).	December 17, 2024
23.1	Consent of Ernst & Young LLP.	X
23.2	Consent of Hodgson Russ LLP.	Included in exhibit 5.1
24.1	Power of Attorney.	Included on signature page
107	Filing Fee Table.	X