We have equity-based compensation plans that authorize the issuance of equity-based awards for shares of Class A and Class B common stock to directors, officers and key employees. Equity-based compensation grants are designed to reward long-term contributions to Moog and provide incentives for recipients to remain with Moog.

We have an Employee Stock Purchase Plan ("ESPP") that allows for qualified employees (as defined in the plan) to purchase our common stock at a price equal to 85% of the fair market value at the lower of the beginning or the end of the semi-annual offering period.

The 2014 Long Term Incentive Plan ("2014 Plan") authorizes the issuance of a total of 2,000,000 shares of either Class A or Class B common stock. The 2014 Plan is intended to provide a flexible framework that permits the development and implementation of a variety of equity-based programs that base awards on key performance metrics as well as align our long term incentive compensation with our peers and shareholder interests. The LTI awards granted in 2025 were granted pursuant the terms of the 2014 Plan.

In February 2025, the 2025 LTI Plan ("2025 Plan") was approved by shareholders, providing for the grant of awards covering 1,500,000 Class A or Class B shares of stock. The 2025 Plan was implemented to provide a flexible framework that permits the development and implementation of a variety of stock-based programs based on the changing needs of Moog, its competitive market and the regulatory climate. The 2025 Plan is a successor to the 2014 Plan. No additional grants shall be made under the 2014 Plan on and after the effective date of the 2025 Plan. Outstanding awards granted under the 2014 Plan continue in effect according to their terms.

During 2025, we granted awards in the form of performance-based restricted stock units ("PSUs"), time vested restricted stock units ("TVAs") and restricted stock awards ("RSAs"). The compensation cost for employee and non-employee director equity-based compensation programs for all current and prior year awards granted are as follows:


	2025		2024		2023
Performance-based restricted stock units	$	6,740	$	5,994	$	2,479
Employee stock purchase plan	4,761		3,718		2,956
Time vested restricted stock units	3,994		3,223		2,461
Restricted stock awards	1,126		1,151		1,102
Stock appreciation rights	88		872		1,584

Total compensation cost before income taxes	$	16,709	$	14,958	$	10,582
Income tax benefit	$	1,417	$	2,091	$	1,156

PSU awards consist of shares of our stock which are payable upon the determination that we achieve certain established performance targets and can range from 0% to 200% of the targeted payout based on the actual results. PSU's granted in 2025 have a performance period of three years. The fair value of each PSU granted is equal to the fair market value of our common stock on the date of grant. PSUs granted generally have a cliff vesting schedule of three years; however, according to the grant agreements, if certain conditions are met, the employee (or beneficiary) may receive an amount of the award based on the terms and conditions of the agreement.

PSUs are as follows:


Performance-Based Restricted Stock Units	Number of Awards	Weighted- Average Grant Date Fair Value
Nonvested at September 28, 2024	76,771	$	105.67
Granted in 2025	25,728	207.10
Vested in 2025	(38,596)	86.97
Forfeited in 2025	(2,973)	111.02

Nonvested at September 27, 2025	60,930	$	160.08

As of September 27, 2025, total unvested compensation expense associated with nonvested PSUs amounted to $5,201 and will be recognized over a weighted-average period of two years.

The number of Class B shares to be issued for PSU awards granted in 2023 that vested based on the achievement of performance targets in 2025, will be approximately 57,600 shares.

TVAs consist of shares of our stock which are payable over a vesting schedule determined at the time the award is granted. TVAs vest in equal fixed dollar tranches over the agreed upon vesting term beginning one year after the date of the grant and will settle using the fair market value of shares on the date of vesting of the tranche. Although it is our intention to settle vested amount in shares, we reserve the right to settle in cash at our discretion.


Time Vested Restricted Stock Units	Number of Awards	Weighted- Average Fair Value
Nonvested at September 28, 2024	39,113	$	198.29
Granted in 2025	24,659	207.10
Vested in 2025	(15,947)	214.03
Forfeited in 2025	(2,674)	173.99
Decrease due to fair value change in 2025	(1,446)	n/a
Nonvested at September 27, 2025	43,705	$	206.00

As of September 27, 2025, total unvested compensation expense associated with nonvested TVAs amounted to $5,559 and will be recognized over a weighted-average period of two years.

The number of Class B shares to be issued for TVAs that are expected to vest in 2025 from time based service conditions is approximately 16,200 shares, based on our closing price of Class B common stock of $206.00 as of September 27, 2025.

The fair value of each RSA granted is equal to the fair market value of our common stock on the date of grant. These shares vest and are issued upon grant. There were 5,436 RSAs granted and vested in 2025 at a price of $207.10 resulting in a fair value of the RSAs vested of $1,126.


Employee Stock Purchase Plan	2025		2024		2023
Shares issued	110,984		126,355		155,704
Weighted-average price per share	$	147.97	$	105.18	$	70.91

The fair value of SARs granted was estimated on the date of grant using the Black-Scholes option-pricing model. In 2025, there were no SARs granted. The number of shares received upon the exercise of a SAR is equal in value to the difference between the fair market value of the common stock on the exercise date and the exercise price of the SAR. The term of a SAR may not exceed ten years from the grant date. The exercise price of SARs and options, determined by a committee of the Board of Directors, may not be less than the fair value of the common stock on the grant date.

SARs are as follows:


Stock Appreciation Rights	Number of Awards	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at September 28, 2024	550,018	$	78.18
Exercised in 2025	(80,252)	72.44

Forfeited in 2025	(165)	83.00
Outstanding at September 27, 2025	469,601	$	79.16	3.44	$	59,547
Exercisable at September 27, 2025	469,601	$	79.16	3.44	$	59,547

The aggregate intrinsic value in the preceding tables represents the total pre-tax intrinsic value, based on our closing price of Class A common stock of $204.64 and Class B common stock of $206.00 as of September 27, 2025. That value would have been effectively received by the SAR holders had all SARs been exercised as of that date.

The intrinsic value of awards exercised and fair value of awards vested are as follows:


Stock Appreciation Rights	2025		2024		2023
Intrinsic value of SARs exercised	$	10,230	$	13,413	$	5,596
Total fair value of SARs vested	$	741	$	1,511	$	2,426