Activity in common stock and treasury stock shares were as follows:


	Common Stock		Treasury Stock			Treasury stock held for deferred compensation
Balances as of April 1, 2024		72,960		(12,185	)		(53	)
Purchase of treasury stock		—		(1,692	)		—
Sales of treasury stock		—		606			—
Common shares issued for benefit plans		—		21			—
Distribution of stock from deferred compensation		—		—			1
Balances as of June 30, 2024		72,960		(13,250	)		(52	)

Balances as of April 1, 2025		72,960		(13,380	)		(30	)
Purchase of treasury stock		—		(231	)		—
Sales of treasury stock		—		626			—
Common shares issued for benefit plans		—		—			—
Distribution of stock from deferred compensation		—		—			1
Balances as of June 30, 2025		72,960		(12,985	)		(29	)


	Common Stock		Treasury Stock			Treasury stock held for deferred compensation
Balances as of September 30, 2023		72,960		(13,070	)		(55	)
Purchase of treasury stock		—		(1,692	)		—
Sales of treasury stock		—		1,332			—
Common shares issued for benefit plans		—		180			—
Purchases of stock by deferred compensation		—		—			(1	)
Distribution of stock from deferred compensation		—		—			4
Balances as of June 30, 2024		72,960		(13,250	)		(52	)

Balances as of September 30, 2024		72,960		(13,787	)		(45	)
Purchase of treasury stock		—		(680	)		—
Sales of treasury stock		—		1,351			—
Common shares issued for benefit plans		—		131			—
Purchases of stock by deferred compensation		—		—			(1	)
Distribution of stock from deferred compensation		—		—			17
Balances as of June 30, 2025		72,960		(12,985	)		(29	)

In January 2024, the Woodward, Inc. Board of Directors (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 ending in January 2027 (the “2024 Authorization”). During the nine months ended June 30, 2025 Woodward repurchased 680 shares of its common stock for $124,276 under the 2024 Authorization all held for reissuance. During the nine months ended June 30, 2024, Woodward repurchased 1,692 shares of its common stock for $304,811 under the 2024 Authorization, all held for reissuance.

Provisions governing non-qualified stock option awards ("stock options" or "options"), restricted stock units ("RSUs"), and performance restricted stock units ("PSUs") are included in the 2017 Omnibus Incentive Plan, as amended from time to time (the “2017 Plan”) and, with respect to outstanding stock options awarded in or prior to fiscal year 2016, the 2006 Omnibus Incentive Plan (the “2006 Plan”).

The 2017 Plan was first approved by Woodward’s stockholders in January 2017 and is the successor plan to the 2006 Plan. The Board delegated authority to administer the 2017 Plan to the Human Capital & Compensation Committee of the Board, including, but not limited to, the power to determine the recipients of awards and the terms of those awards.

Stock option awards are granted with an exercise price equal to the market price of Woodward’s stock at the date the grants are awarded, a ten-year term, and generally have a four-year vesting schedule at a rate of 25% per year.

The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation model. Woodward calculates the expected term, which represents the average period of time that stock options granted are expected to be outstanding, based upon historical experience of plan participants. Expected volatility is based on historical volatility using daily stock price observations. The estimated dividend yield is based upon Woodward’s historical dividend practice and the market value of its common stock. The risk-free rate is based on the U.S. treasury yield curve, for periods within the contractual life of the stock option, at the time of grant.

The following is a summary of the activity for stock option awards:


	Three Months Ended June 30, 2025					Nine Months Ended June 30, 2025
	Number of options			Weighted-Average Exercise Price per Share		Number of options			Weighted-Average Exercise Price per Share
Beginning balance		2,956		$	89.20		3,578		$	86.03
Granted		—			—		41			191.45
Exercised		(598	)		82.93		(1,257	)		80.46
Forfeited		(2	)		92.88		(6	)		102.20
Ending balance		2,356		$	90.78		2,356		$	90.78

Changes in non-vested stock options were as follows:


	Three Months Ended June 30, 2025					Nine Months Ended June 30, 2025
	Number of options			Weighted-Average Grant Date Fair Value per Share		Number of options			Weighted-Average Grant Date Fair Value Per Share
Beginning balance		501		$	43.35		898		$	37.30
Granted		—			—		41			83.65
Vested		(19	)		39.51		(453	)		34.82
Forfeited		(2	)		35.64		(6	)		40.88
Ending balance		480		$	43.53		480		$	43.53

Information about stock options that have vested, or are expected to vest, and are exercisable at June 30, 2025 were as follows:


	Number of options		Weighted-Average Exercise Price		Weighted-Average Remaining Life in Years		Aggregate Intrinsic Value
Options outstanding		2,356	$	90.78		5.2	$	363,525
Options vested and exercisable		1,876		86.27		4.6		297,983
Options vested and expected to vest		2,342		90.53		5.2		361,901

The Company generally grants RSUs to eligible employees under its Form RSU Agreement for Employees and Consultants (the “Standard Form RSU Agreement”). RSUs granted under the Standard Form RSU Agreement prior to November 14, 2023 generally have a four-year vesting schedule at a rate of 25% per year, and RSUs granted after November 14, 2023 generally have a three-year vesting schedule at a rate of 33.3% per year, in each case generally subject to continued employment. The fair value of RSUs granted is estimated using the closing price of the Company’s stock on the grant date.

The Company has also granted RSUs to certain employees under its form attraction and retention RSU agreement (the “Form Attraction and Retention RSU Agreement”), which has from time to time been used for new hires and specific retention purposes. RSUs granted under the Form Attraction and Retention RSU Agreement are generally scheduled to fully vest on the third or fourth anniversary of the respective grant dates, and in each case, subject to continued employment.

A summary of the activity for RSUs:


	Three Months Ended June 30, 2025					Nine Months Ended June 30, 2025
	Number of units			Weighted-Average Grant Date Fair Value		Number of units			Weighted-Average Grant Date Fair Value
Beginning balance		350		$	140.11		318		$	118.19
Granted		4			201.47		117			191.45
Released		(43	)		100.50		(120	)		116.41
Forfeited		(4	)		162.28		(8	)		145.26
Ending balance		307		$	146.22		307		$	146.22

The Company grants PSUs to certain eligible employees under its form PSU agreement that generally will vest subject to a market condition and a service condition through the performance period. The market condition associated with the awards is based on the Company's relative total shareholder return ("TSR") compared to the TSR generated by the other companies that comprise the S&P 400 Midcap Index over a three-year performance period. Performance at target will result in vesting and issuance of the number of PSUs granted, equal to 100% payout. Performance below or above target can result in an issuance of between 0% - 150% of the target number of PSUs granted. Expense is recognized based on the weighted average grant date fair value on a straight line basis over the service period, irrespective as to whether the market condition is achieved.

The fair value of the PSUs at the grant date was determined based upon a Monte Carlo valuation method. The assumptions used in the Monte Carlo method to value the PSUs granted, which includes the grant date fair value outcome from the Monte Carlo method, were as follows:


	June 30, 2025			June 30, 2024
Expected volatility		30.9	%		30.2	%
Risk free interest rate		4.1	%		4.5	%
Expected life	3 years			3 years
Grant date fair value	$	196.63		$	146.47

The PSUs granted receive dividend equivalent units; therefore, no discount was applied for Woodward’s dividends.

A summary of the activity for PSUs:


	Three Months Ended June 30, 2025					Nine Months Ended June 30, 2025
	Number of units			Weighted-Average Grant Date Fair Value		Number of units			Weighted-Average Grant Date Fair Value
Beginning balance		105		$	167.25		62		$	146.47
Granted		—			—		44			196.63
Forfeited		(1	)		174.04		(2	)		172.64
Ending balance		104		$	167.20		104		$	167.20

Woodward recognizes stock-based compensation expense on a straight-line basis over the requisite service period. Pursuant to the form agreements used by the Company, with terms approved by the administrator of the applicable plan, the requisite service period can be less than the stated vesting period based on grantee’s retirement eligibility. As such, the recognition of stock-based compensation expense associated with some grants can be accelerated to a period of less than the stated vesting period, including immediate recognition of stock-based compensation expense on the date of grant.

At June 30, 2025, there was approximately $34,173 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements, including stock options, RSUs, and PSUs. The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were estimated to be 0% for members of the Board and 7.4% for all others. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2 years.