8-K

MOOG INC. (MOG-A)

8-K 2026-01-30 For: 2026-01-30
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

January 30, 2026

Date of Report (date of earliest event reported)

MOOG Inc.

(Exact name of registrant as specified in its charter)

NY 1-05129 16-0757636
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
400 Jamison Rd East Aurora, New York 14052-0018
(Address of Principal Executive Offices) (Zip Code)

(716) 652-2000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock MOG.A New York Stock Exchange
Class B common stock MOG.B New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act.

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Item 2.02 Results of Operations and Financial Condition

On January 30, 2026, Moog Inc. (the “Company”) issued a press release discussing results of operations for the quarter ended January 3, 2026. A copy of the press release is included as exhibit 99.1 of this report.

The information in this report is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly stated by specific reference in such a filing.

Item 8.01 Other Events

On January 30, 2026, the Company issued a press release announcing that the Company’s Board of Directors declared a quarterly dividend of $0.30 per share on the Company's issued and outstanding shares of Class A common stock and Class B common stock. The dividend will be paid on February 26, 2026 to all shareholders of record as of the close of business on February 17, 2026. A copy of the press release is included as Exhibit 99.2 of this report.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

99.1 Press release dated January 30, 2026, announcing Moog Inc.’s results of operations for the quarter ended January 3, 2026.
99.2 Press release dated January 30, 2026, announcing cash dividend.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MOOG INC.
Dated: January 30, 2026 By: /s/ Nicholas Hart
Name: Nicholas Hart
Controller

Document

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Release Date: January 30, 2026
IMMEDIATE

Moog Inc. Reports First Quarter 2026 Record Sales and EPS

and Raises Full-Year Guidance

East Aurora, NY -- Moog Inc. (NYSE: MOG.A and MOG.B), a worldwide designer, manufacturer and systems integrator of high-performance precision motion and fluid controls and control systems, today reported record fiscal first quarter 2026 results, reflecting strong execution and continued progress against the company’s long-term financial objectives.

“We delivered an outstanding start to fiscal 2026,” said Pat Roche, CEO. “Our customer focus has resulted in exceptionally strong orders that further secures our future growth. We remain committed to delivering value to our stakeholders."

(in millions, except per share results) Three Months Ended
Q1 2026 Q1 2025(2) Deltas
Net sales $ 1,100 $ 908 21%
Operating margin 12.3 % 11.4 % 90 bps
Adjusted operating margin(1) 13.0 % 12.1 % 90 bps
Diluted net earnings per share $ 2.46 $ 1.78 38%
Adjusted diluted net earnings per share(1) $ 2.63 $ 1.92 37%
Net cash provided (used) by operating activities $ (45) $ (133) $ 88
Free cash flow(1) $ (79) $ (166) $ 87
(1) See the reconciliations of adjusted financial measures to the most directly comparable U.S. GAAP measures included in the financial statements herein for the periods ended January 3, 2026, and December 28, 2024.<br><br>(2) As previously disclosed, amounts have been revised to reflect the correction of immaterial misstatements. See "Revision of Previously Issued Consolidated Financial Statements" section from our 2025 Form 10-K.

Quarter Highlights

•Record net sales in each of our segments.

•Operating margin and adjusted operating margin increased, reflecting operational strength, partially offset by tariff pressure.

•Record diluted net earnings per share and adjusted diluted net earnings per share, driven by higher operating margin and sales level, offset partially by tariff pressure.

•Free cash flow was a use of cash, driven by cash used by trade net working capital.

•Bookings totaled $2.3 billion, driven primarily by future growth in Commercial Aircraft and new awards in Space and Defense.

•Twelve-month backlog increased 30% to a record $3.3 billion, reflecting continued demand across all of our markets.

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Segment Results

Sales in the first quarter of 2026 increased 21% to $1.1 billion. Space and Defense sales increased 31% to $324 million, driven by broad-based defense demand, with particular strength in missile controls and satellite components. Commercial Aircraft sales increased 23% to $268 million, driven by higher volume on major production programs, increased aftermarket activity associated with strong fleet utilization, and pricing. Military Aircraft sales increased 16% to $247 million, driven by a significant V-22 spares order and continued ramp-up activity on the MV-75 program. Industrial sales increased 14% to $261 million, driven by strong demand for data center cooling pumps, other industrial automation products, and enteral feeding and IV sets.

Operating margin in the first quarter of 2026 increased 90 basis points to 12.3%, compared to the first quarter of 2025. Space and Defense operating margin increased 160 basis points to 13.2%, driven by profitable sales growth, partially offset by investments in product development, business capture and charges associated with acquisition activity. Military Aircraft operating margin increased 30 basis points to 11.4%, driven primarily by a favorable sales mix. Commercial Aircraft operating margin decreased 120 basis points to 10.6%, driven by tariff pressure, partially mitigated by increased volume and pricing benefits. Industrial operating margin increased 270 basis points to 13.9%, reflecting benefits from business optimization and sales growth, partially pressured by tariffs.

Adjusted operating margin in the first quarter of 2026 increased 90 basis points to 13.0%, compared to the first quarter of 2025. The only segment with material adjustments in the first quarter of 2026 was Space and Defense, where adjusted operating margin increased 280 basis points to 14.8%, reflecting higher sales and incremental profit, partially offset by investments in product development and business capture.

Free Cash Flow Results

Free cash flow in the first quarter was a use of $79 million, driven primarily by cash used by physical inventories to support growth and the timing of payments, including the normal timing of compensation payments. Capital expenditures totaled $34 million, as the company continued to invest to support future growth.

Fiscal 2026 Financial Guidance

“We've had an incredible start to the year with our strong first quarter financial performance, and we'll continue to build our financial strength in 2026,” said Jennifer Walter, CFO. “We're increasing our 2026 guidance for sales and adjusted earnings per share, and we're affirming our guidance on adjusted operating margin and free cash flow conversion."

Previous
Net sales (in billions) 4.3 $ 4.2
Adjusted operating margin % 13.4 %
Adjusted diluted net earnings per share(1) 10.20 $ 10.00
Free cash flow conversion % 60 %
(1) Adjusted diluted net earnings per share is forecasted to be within range of +/- 0.20.

All values are in US Dollars.

Conference call information

In conjunction with today’s release, Pat Roche, CEO, and Jennifer Walter, CFO, will host a conference call today beginning at 10:00 a.m. ET, which will be simultaneously broadcast live online. Listeners can access the call and supplemental financial materials at www.moog.com/investors/communications.

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Cautionary Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by words such as: “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume,” “assume” and other words and terms of similar meaning (including their negative counterparts or other various or comparable terminology). These forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995, are neither historical facts nor guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements.

Although it is not possible to create a comprehensive list of all factors that may cause our actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors and other risks and uncertainties are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the Securities and Exchange Commission (“SEC”) and include, but are not limited to, risks relating to: (i) our operation in highly competitive markets with competitors who may have greater resources than we possess; (ii) our operation in cyclical markets that are sensitive to domestic and foreign economic conditions and events; (iii) our heavy dependence on government contracts that may not be fully funded or may be terminated; (iv) supply chain constraints and inflationary impacts on prices for raw materials and components used in our products; (v) failure of our subcontractors or suppliers to perform their contractual obligations; and (vi) our accounting estimations for over-time contracts and any changes we need to make thereto. You should evaluate all forward-looking statements made in this press release in the context of these risks and uncertainties.

While we believe we have identified and discussed in our SEC filings the material risks affecting our business, there may be additional factors, risks and uncertainties not currently known to us or that we currently consider immaterial that may affect the forward-looking statements we make herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to update any forward-looking statement made in this press release, except as required by applicable law.

Non-GAAP Financial Measures

The press release also includes certain financial information that is not presented in accordance with Generally Accepted Accounting Principles (“GAAP”), including, but not limited to, “Adjusted Operating Margin,” “Adjusted Diluted Net Earnings Per Share,” “Adjusted EBITDA,” “Free Cash Flow” and “Free Cash Flow Conversion.” While we believe that these non-GAAP financial measures may be useful in evaluating our financial condition and results of operations, this information should be considered supplemental and is not a substitute for financial information prepared in accordance with GAAP. Adjustments to operating profit and margin and net earnings per share have included restructuring charges; acquisition- and integration-related costs; gains or losses on investments; asset impairments; litigation and regulatory matters; discrete tax items; changes in the fair value of contingent consideration; foreign exchange gains or losses; and other non-recurring or non-cash items. Reconciliations of the non-GAAP measures to the most directly comparable GAAP measures can be found in the accompanying materials.

The press release also includes certain forward-looking non-GAAP financial guidance, including, but not limited to, “Adjusted Diluted Net Earnings per Share” and “Adjusted Operating Profit.” The Company is unable to provide a reconciliation of such forward-looking non-GAAP guidance to the most directly comparable GAAP measures without unreasonable effort because certain items that are material to the comparable GAAP measures are not available and cannot be estimated with reasonable certainty. These items are dependent on future events that are difficult to predict and outside the Company’s control. These items may include, but are not limited to, restructuring charges; acquisition- and integration-related costs; gains or losses on investments; asset impairments; litigation and regulatory matters; discrete tax items; changes in the fair value of contingent consideration; foreign exchange gains or losses; and other non-recurring or non-cash items. The timing and amount of these items may vary significantly from period to period and could have a material impact on the Company’s GAAP results, including, but not limited to, “Diluted Net Earnings per Share” and “Operating Profit.”

Contact: Aaron Astrachan

716.687.4225

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Moog Inc.
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(dollars in thousands, except per share data)
Three Months Ended
--- --- --- ---
January 3,<br>2026 December 28,<br>2024
Net sales $ 1,100,346 $ 907,882
Cost of sales 806,106 662,804
Gross profit 294,240 245,078
Research and development 24,634 23,605
Selling, general and administrative 148,959 128,137
Interest 17,195 16,248
Restructuring 1,451 3,784
Other 787 (1,131)
Earnings before income taxes 101,214 74,435
Income taxes 22,363 16,909
Net earnings $ 78,851 $ 57,526
Net earnings per share
Basic $ 2.49 $ 1.80
Diluted $ 2.46 $ 1.78
Weighted average common shares outstanding
Basic 31,679,982 31,971,462
Diluted 32,045,389 32,407,293

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Moog Inc.
RECONCILIATION TO ADJUSTED NET EARNINGS, ADJUSTED DILUTED NET EARNINGS PER SHARE AND ADJUSTED EFFECTIVE TAX RATE (UNAUDITED)
(dollars in thousands) Three Months Ended
--- --- --- --- ---
January 3,<br>2026 December 28,<br>2024
Net Earnings as Reported $ 78,851 $ 57,526
Adjustments to Net Earnings:
Program terminations(1) 1,324
Simplification initiatives(2) 1,989 6,056
Acquisition and integration(3) 3,606
Other charges(4) 133
Tax effect of adjustments (1,710) (1,512)
Net Earnings as Adjusted $ 84,193 $ 62,070
Diluted Net Earnings Per Share
As Reported $ 2.46 $ 1.78
As Adjusted $ 2.63 $ 1.92
Effective Income Tax Rate
As Reported 22.1 % 22.7 %
As Adjusted 22.2 % 22.9 %
The diluted net earnings per share associated with the adjustments in the table above may not reconcile when totaled due to rounding. <br>(1) Charges include costs related to the termination of significant development, production, or support programs, such as write-off and impairments of inventory and long-lived assets, contract termination costs, and other charges. <br>(2) Charges include costs related to footprint rationalization, portfolio shaping and legal entity re-organization activities, such as facility closure costs, employee severance and retention costs, write-off and impairments of inventory and long-lived assets, and other charges. <br>(3) Charges include acquisition related activity, such as amortization of inventory fair value step-up and professional services fees. Charges also include costs related to integrating the businesses, such as employee severance and retention costs, professional services fees, legal entity and facility rationalization costs and other related charges. <br>(4) Other charges include business interruptions from natural causes, litigation matters, and other items that are not part of normal operations.

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Moog Inc.
CONSOLIDATED SALES AND OPERATING PROFIT (UNAUDITED)
(dollars in thousands)
Three Months Ended
--- --- --- --- ---
January 3,<br>2026 December 28,<br>2024
Net sales:
Space and Defense $ 324,278 $ 247,784
Military Aircraft 247,411 213,420
Commercial Aircraft 267,843 218,490
Industrial 260,814 228,188
Net sales $ 1,100,346 $ 907,882
Operating profit:
Space and Defense $ 42,770 $ 28,780
13.2 % 11.6 %
Military Aircraft 28,128 23,609
11.4 % 11.1 %
Commercial Aircraft 28,414 25,767
10.6 % 11.8 %
Industrial 36,134 25,448
13.9 % 11.2 %
Total operating profit 135,446 103,604
12.3 % 11.4 %
Deductions from operating profit:
Interest expense 17,195 16,248
Equity-based compensation expense 4,955 4,325
Non-service pension expense 1,130 1,946
Corporate and other expenses, net 10,952 6,650
Earnings before income taxes $ 101,214 $ 74,435

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Moog Inc.
RECONCILIATION TO ADJUSTED OPERATING PROFIT AND MARGINS (UNAUDITED)
(dollars in thousands)
Three Months Ended
--- --- --- --- ---
January 3,<br>2026 December 28,<br>2024
Space and Defense operating profit - as reported $ 42,770 $ 28,780
Simplification initiatives 1,323 930
Acquisition and integration 3,606
Other charges 133
Space and Defense operating profit - as adjusted $ 47,832 $ 29,710
14.8 % 12.0 %
Military Aircraft operating profit - as reported $ 28,128 $ 23,609
Program terminations 1,324
Simplification initiatives 591
Military Aircraft operating profit - as adjusted $ 29,452 $ 24,200
11.9 % 11.3 %
Commercial Aircraft operating profit - as reported and adjusted $ 28,414 $ 25,767
10.6 % 11.8 %
Industrial operating profit - as reported $ 36,134 $ 25,448
Simplification initiatives 666 4,535
Industrial operating profit - as adjusted $ 36,800 $ 29,983
14.1 % 13.1 %
Total operating profit - as adjusted $ 142,498 $ 109,660
13.0 % 12.1 %

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Moog Inc.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
January 3,<br>2026 September 27,<br>2025
--- --- --- --- ---
ASSETS
Current assets
Cash and cash equivalents $ 73,359 $ 62,013
Restricted cash 435 200
Receivables, net 554,295 506,768
Unbilled receivables 817,605 744,352
Inventories, net 915,691 914,302
Prepaid expenses and other current assets 88,910 142,345
Total current assets 2,450,295 2,369,980
Property, plant and equipment, net 1,043,003 1,019,906
Operating lease right-of-use assets 57,586 52,799
Goodwill 877,058 842,313
Intangible assets, net 63,558 66,101
Deferred income taxes 6,700 22,459
Other assets 53,693 52,497
Total assets $ 4,551,893 $ 4,426,055
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current installments of long-term debt $ 4,688 $ 1,563
Accounts payable 295,203 318,402
Accrued compensation 61,690 106,040
Contract advances and progress billings 410,447 372,988
Accrued liabilities and other 280,606 320,075
Total current liabilities 1,052,634 1,119,068
Long-term debt, excluding current installments 1,052,312 944,123
Long-term pension and retirement obligations 156,083 157,218
Deferred income taxes 33,025 32,600
Other long-term liabilities 192,039 180,491
Total liabilities 2,486,093 2,433,500
Shareholders’ equity
Common stock - Class A 43,864 43,864
Common stock - Class B 7,416 7,416
Additional paid-in capital 920,181 839,328
Retained earnings 2,904,206 2,834,548
Treasury shares (1,241,614) (1,209,200)
Stock Employee Compensation Trust (214,872) (195,491)
Supplemental Retirement Plan Trust (201,585) (170,191)
Accumulated other comprehensive loss (151,796) (157,719)
Total shareholders’ equity 2,065,800 1,992,555
Total liabilities and shareholders’ equity $ 4,551,893 $ 4,426,055

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Moog Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands) Three Months Ended
--- --- --- --- ---
January 3,<br>2026 December 28,<br>2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 78,851 $ 57,526
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation 24,885 22,429
Amortization 2,713 2,323
Deferred income taxes 15,602 (4,261)
Equity-based compensation expense 4,955 4,325
Other 217 1,401
Changes in assets and liabilities providing (using) cash:
Receivables (46,404) (63,037)
Unbilled receivables (60,291) (36,140)
Inventories 7,095 (48,612)
Accounts payable (26,583) (22,973)
Contract advances and progress billings 28,114 (4,043)
Accrued expenses (54,463) (27,301)
Accrued income taxes (12,866) (6,652)
Net pension and post retirement liabilities 871 636
Other assets and liabilities (7,464) (8,531)
Net cash provided (used) by operating activities (44,768) (132,910)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (34,380) (32,778)
Net proceeds from businesses sold 13,487
Net proceeds from buildings sold 3,065
Other investing transactions (156) 169
Net cash provided (used) by investing activities (31,471) (19,122)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving lines of credit 372,900 426,500
Payments on revolving lines of credit (261,900) (197,000)
Payments on finance lease obligations (4,308) (2,119)
Payment of dividends (9,193) (8,961)
Proceeds from sale of treasury stock 8,090
Purchase of outstanding shares for treasury (37,847) (55,692)
Proceeds from sale of stock held by SECT 27,233 9,665
Purchase of stock held by SECT (6,914) (8,087)
Other financing transactions (339) (439)
Net cash provided (used) by financing activities 87,722 163,867
Effect of exchange rate changes on cash 98 (2,564)
Increase (decrease) in cash, cash equivalents and restricted cash 11,581 9,271
Cash, cash equivalents and restricted cash at beginning of year 62,213 64,537
Cash, cash equivalents and restricted cash at end of period $ 73,794 $ 73,808

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Moog Inc.
RECONCILIATION OF NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)
(dollars in thousands)
Three Months Ended
--- --- --- --- ---
January 3,<br>2026 December 28,<br>2024
Net cash provided (used) by operating activities $ (44,768) $ (132,910)
Purchase of property, plant and equipment (34,380) (32,778)
Free cash flow $ (79,148) $ (165,688)
Adjusted net earnings $ 84,193 $ 62,070
Free cash flow conversion (94) % (267) %

Free cash flow is defined as net cash provided (used) by operating activities, less purchase of property, plant and equipment, less the benefit from the Receivables Purchase Agreement. Free cash flow conversion is defined as free cash flow divided by adjusted net earnings. Free cash flow and free cash flow conversion are not measures determined in accordance with GAAP and may not be comparable with the measures as used by other companies. However, management believes these adjusted financial measures may be useful in evaluating the liquidity, financial condition and results of operations of the Company. This information should be considered supplemental and is not a substitute for financial information prepared in accordance with GAAP.

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Document

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Release Date: January 30, 2026
IMMEDIATE

Moog Inc. Announces Increased Cash Dividend

East Aurora, NY – The Board of Directors of Moog Inc. (NYSE: MOG.A and MOG.B) declared a quarterly dividend of $0.30 per share on the Company’s issued and outstanding shares of Class A and Class B common stock, a 3% increase over the previous quarter’s dividend. The dividend will be paid on February 26th, 2026, to all shareholders of record as of the close of business on February 17th, 2026.

The dividend represents a net use of cash of approximately $10 million. Future declarations of quarterly dividends are subject to the determination and discretion of Moog’s Board of Directors.

About Moog Inc.

Moog Inc. is a worldwide designer, manufacturer, and integrator of precision control components and systems. Moog’s high-performance systems control military and commercial aircraft, satellites, space vehicles, launch vehicles, defense systems, missiles, automated industrial machinery, marine and medical equipment. Additional information about the company can be found at www.moog.com.

Contact: Aaron Astrachan

716.687.4225

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