Moog Inc 10-Q for FY2026 Q1
Moog Inc. (MOG-A)
10-Q
2026-01-30
For: 2026-01-03
View Original
Added on
April 04, 2026
About this 10-Q
Moog Inc filed this 10-Q on January 30, 2026, covering the quarter ended January 3, 2026 (FY2026 Q1).
Headline figures
Quarter ended January 3, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.1B
- up 21.2% from $907.88M a year earlier
- Net income
- $78.85M
- up 37.1% from net income of $57.53M a year earlier
- Diluted EPS
- $2.46
- up 38.2% from $1.78 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended January 3, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________ to _________
Commission file number 1-05129
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(716 ) 652-2000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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.
☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of each class of common stock as of January 23, 2026 was:
Class A common stock, 28,429,116 shares
Class B common stock, 3,296,444 shares
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PAGE | ||||||||||||||||||||
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Earnings
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (dollars in thousands, except share and per share data) | January 3, 2026 | December 28, 2024 | ||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Interest | ||||||||||||||||||||||||||
| Restructuring | ||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||
| Earnings before income taxes | ||||||||||||||||||||||||||
| Income taxes | ||||||||||||||||||||||||||
| Net earnings | $ | $ | ||||||||||||||||||||||||
| Net earnings per share | ||||||||||||||||||||||||||
| Basic | $ | $ | ||||||||||||||||||||||||
| Diluted | $ | $ | ||||||||||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| See accompanying Notes to Consolidated Financial Statements. | ||||||||||||||||||||||||||
4
Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (dollars in thousands) | January 3, 2026 | December 28, 2024 | ||||||||||||||||||||||||
| Net earnings | $ | $ | ||||||||||||||||||||||||
| Other comprehensive income (loss) ("OCI"), net of tax: | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | |||||||||||||||||||||||||
| Retirement liability adjustment | ||||||||||||||||||||||||||
| Change in accumulated gain (loss) on derivatives | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||
| Comprehensive income | $ | $ | ||||||||||||||||||||||||
| See accompanying Notes to Consolidated Financial Statements. | ||||||||||||||||||||||||||
5
Consolidated Balance Sheets
(Unaudited)
| (dollars in thousands) | January 3, 2026 | September 27, 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Receivables, net | ||||||||||||||
| Unbilled receivables | ||||||||||||||
| Inventories, net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Current installments of long-term debt | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Accrued compensation | ||||||||||||||
| Contract advances and progress billings | ||||||||||||||
| Accrued liabilities and other | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, excluding current installments | ||||||||||||||
| Long-term pension and retirement obligations | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Shareholders’ equity | ||||||||||||||
| Common stock - Class A | ||||||||||||||
| Common stock - Class B | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Treasury shares | ( | ( | ||||||||||||
| Stock Employee Compensation Trust | ( | ( | ||||||||||||
| Supplemental Retirement Plan Trust | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total shareholders’ equity | ||||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||||||
| See accompanying Notes to Consolidated Financial Statements. | ||||||||||||||
6
Consolidated Statements of Shareholders' Equity
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (dollars in thousands) | January 3, 2026 | December 28, 2024 | ||||||||||||||||||||||||
| COMMON STOCK | ||||||||||||||||||||||||||
| Beginning and end of period | $ | $ | ||||||||||||||||||||||||
| ADDITIONAL PAID-IN CAPITAL | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Issuance of treasury shares | ||||||||||||||||||||||||||
| Equity-based compensation expense | ||||||||||||||||||||||||||
| Adjustment to market - SECT and SERP | ( | |||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| RETAINED EARNINGS | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Net earnings | ||||||||||||||||||||||||||
Dividends (1) | ( | ( | ||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| TREASURY SHARES AT COST | ||||||||||||||||||||||||||
| Beginning of period | ( | ( | ||||||||||||||||||||||||
| Class A and B shares issued related to compensation | ||||||||||||||||||||||||||
| Class A and B shares purchased | ( | ( | ||||||||||||||||||||||||
| End of period | ( | ( | ||||||||||||||||||||||||
| STOCK EMPLOYEE COMPENSATION TRUST ("SECT") | ||||||||||||||||||||||||||
| Beginning of period | ( | ( | ||||||||||||||||||||||||
| Issuance of shares | ||||||||||||||||||||||||||
| Purchase of shares | ( | ( | ||||||||||||||||||||||||
| Adjustment to market | ( | |||||||||||||||||||||||||
| End of period | ( | ( | ||||||||||||||||||||||||
| SUPPLEMENTAL RETIREMENT PLAN ("SERP") TRUST | ||||||||||||||||||||||||||
| Beginning of period | ( | ( | ||||||||||||||||||||||||
| Adjustment to market | ( | |||||||||||||||||||||||||
| End of period | ( | ( | ||||||||||||||||||||||||
| ACCUMULATED OTHER COMPREHENSIVE LOSS | ||||||||||||||||||||||||||
| Beginning of period | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||||||||||||||
| End of period | ( | ( | ||||||||||||||||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | $ | $ | ||||||||||||||||||||||||
| See accompanying Notes to Consolidated Financial Statements. | ||||||||||||||||||||||||||
(1) Cash dividends were $0.29 and $0.28 per share for the three months ended January 3, 2026 and December 28, 2024, respectively.
7
Consolidated Statements of Shareholders’ Equity, Shares
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (share data) | January 3, 2026 | December 28, 2024 | ||||||||||||||||||||||||
| COMMON STOCK - CLASS A | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Conversion of Class B to Class A | ||||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| COMMON STOCK - CLASS B | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Conversion of Class B to Class A | ( | |||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| TREASURY SHARES - CLASS A COMMON STOCK | ||||||||||||||||||||||||||
| Beginning of period | ( | ( | ||||||||||||||||||||||||
| Class A shares issued related to compensation | ||||||||||||||||||||||||||
| Class A shares purchased | ( | ( | ||||||||||||||||||||||||
| End of period | ( | ( | ||||||||||||||||||||||||
| TREASURY SHARES - CLASS B COMMON STOCK | ||||||||||||||||||||||||||
| Beginning of period | ( | ( | ||||||||||||||||||||||||
| Class B shares issued related to compensation | ||||||||||||||||||||||||||
| Class B shares purchased | ( | ( | ||||||||||||||||||||||||
| End of period | ( | ( | ||||||||||||||||||||||||
| SECT - CLASS A COMMON STOCK | ||||||||||||||||||||||||||
| Beginning and end of period | ( | ( | ||||||||||||||||||||||||
| SECT - CLASS B COMMON STOCK | ||||||||||||||||||||||||||
| Beginning of period | ( | ( | ||||||||||||||||||||||||
| Issuance of shares | ||||||||||||||||||||||||||
| Purchase of shares | ( | ( | ||||||||||||||||||||||||
| End of period | ( | ( | ||||||||||||||||||||||||
| SERP - CLASS B COMMON STOCK | ||||||||||||||||||||||||||
| Beginning and end of period | ( | ( | ||||||||||||||||||||||||
| See accompanying Notes to Consolidated Financial Statements. | ||||||||||||||||||||||||||
8
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | ||||||||||||||
| (dollars in thousands) | January 3, 2026 | December 28, 2024 | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||
| Net earnings | $ | $ | ||||||||||||
| Adjustments to reconcile net earnings to net cash provided (used) by operating activities: | ||||||||||||||
| Depreciation | ||||||||||||||
| Amortization | ||||||||||||||
| Deferred income taxes | ( | |||||||||||||
| Equity-based compensation expense | ||||||||||||||
| Other | ||||||||||||||
| Changes in assets and liabilities providing (using) cash: | ||||||||||||||
| Receivables | ( | ( | ||||||||||||
| Unbilled receivables | ( | ( | ||||||||||||
| Inventories | ( | |||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Contract advances and progress billings | ( | |||||||||||||
| Accrued expenses | ( | ( | ||||||||||||
| Accrued income taxes | ( | ( | ||||||||||||
| Net pension and post retirement liabilities | ||||||||||||||
| Other assets and liabilities | ( | ( | ||||||||||||
| Net cash provided (used) by operating activities | ( | ( | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||
| Purchase of property, plant and equipment | ( | ( | ||||||||||||
| Net proceeds from businesses sold | ||||||||||||||
| Net proceeds from buildings sold | ||||||||||||||
| Other investing transactions | ( | |||||||||||||
| Net cash provided (used) by investing activities | ( | ( | ||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||
| Proceeds from revolving lines of credit | ||||||||||||||
| Payments on revolving lines of credit | ( | ( | ||||||||||||
| Payments on finance lease obligations | ( | ( | ||||||||||||
| Payment of dividends | ( | ( | ||||||||||||
| Proceeds from sale of treasury stock | ||||||||||||||
| Purchase of outstanding shares for treasury | ( | ( | ||||||||||||
| Proceeds from sale of stock held by SECT | ||||||||||||||
| Purchase of stock held by SECT | ( | ( | ||||||||||||
| Other financing transactions | ( | ( | ||||||||||||
| Net cash provided (used) by financing activities | ||||||||||||||
| Effect of exchange rate changes on cash | ( | |||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||||||||
| Treasury shares issued as compensation | $ | $ | ||||||||||||
| Assets acquired through lease financing | ||||||||||||||
| See accompanying Notes to Consolidated Financial Statements. | ||||||||||||||
9
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share data)
Note 1 - Basis of Presentation
Revision of Prior Period Consolidated Financial Statements
As previously disclosed in the 2025 Form 10-K, we revised our prior period financial statements to correct for a misstatement related to the accounting for distinct long-term aftermarket service contracts with customers in the Commercial Aircraft segment, as well as other unrelated immaterial errors. The appropriate revisions to our historical Consolidated Financial Statements and the notes thereto are reflected herein, which include Note 7 - Leases and Note 18 - Segments. See Note 1 and Note 25 to our "Consolidated Financial Statements" in the 2025 Form 10-K for additional information.
Recent Accounting Pronouncements Adopted
There have been no new accounting pronouncements adopted for the three months ended January 3, 2026.
Recent Accounting Pronouncements Not Yet Adopted
| Standard | Description | Financial Statement Effect or Other Significant Matters | ||||||||||||
ASU no. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures | This standard expands annual income tax disclosures to require specific categories in the rate reconciliation table to be disclosed using both percentages and reporting currency amounts and requires additional information for reconciling items that meet a quantitative threshold. Additionally, the amendment requires disclosure of income taxes paid by jurisdiction. The provisions of the standard are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. | We are currently reviewing the guidance and evaluating the impact on our financial statements and related disclosures. | ||||||||||||
| Planned date of adoption: FY 2026 | ||||||||||||||
ASU no. 2024-03 Income Statement -Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses | This standard requires disclosure of specified information about certain cost and expenses at each interim and annual reporting period. This includes disclosure of the amounts of purchases of inventory, employee compensation, depreciation and intangible asset for each relevant expense caption on the income statement, as well as the total amount of selling expenses. Additionally, the amendments require disclosing a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated. The provisions of the standard are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. | We are currently reviewing the guidance and evaluating the impact on our financial statements and related disclosures. | ||||||||||||
| Planned date of adoption: FY 2028 | ||||||||||||||
10
Note 2 - Revenue from Contracts with Customers
We recognize revenue from contracts with customers using the five-step model prescribed in ASC 606. The first step is identifying the contract. The identification of a contract with a customer requires an assessment of each party’s rights and obligations regarding the products or services to be transferred, including an evaluation of termination clauses and presently enforceable rights and obligations. Each party’s rights and obligations and the associated terms and conditions are typically determined in purchase orders. For sales that are governed by master supply agreements under which provisions define specific program requirements, purchase orders are issued under these agreements to reflect presently enforceable rights and obligations for the units of products and services being purchased.
The next step is identifying the performance obligations. A performance obligation is a promise to transfer goods or services to a customer that is distinct in the context of the contract, as defined by ASC 606. We identify a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of our assessment, we consider all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The products and services in our contracts are typically not distinct from one another due to their complexity and reliance on each other or, in many cases, we provide a significant integration service. Accordingly, many of our contracts are accounted for as one performance obligation. In limited cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not highly complex or interrelated or involve different product life cycles. Warranties are provided on certain contracts, but do not typically provide for services beyond standard assurances and are therefore not distinct performance obligations under ASC 606.
The third step is determining the transaction price, which represents the amount of consideration we expect to be entitled to receive from a customer in exchange for providing the goods or services. There are times when this consideration is variable, for example a volume discount, and must be estimated. Sales, use, value-added, and excise taxes are excluded from the transaction price, where applicable.
The fourth step is allocating the transaction price. The transaction price must be allocated to the performance obligations identified in the contract based on relative stand-alone selling prices when available, or an estimate for each distinct good or service in the contract when standalone prices are not available. Our contracts with customers generally require payment under normal commercial terms after delivery. Payment terms are typically within 30 to 60 days of delivery. The timing of satisfaction of our performance obligations does not significantly vary from the typical timing of payment.
The final step is the recognition of revenue. We recognize revenue as the performance obligations are satisfied. ASC 606 provides guidance to help determine if we are satisfying the performance obligation at a point in time or over time. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative use of the product or service. In essence, we recognize revenue when, or as control of, the promised goods or services transfer to the customer.
Contracts are sometimes modified to account for changes in contract specifications and requirements. When this occurs, we assess the modification as prescribed in ASC 606 and determine whether the modification should be accounted for as part of the existing contract (and revenue cumulatively caught up), whether the modification should be accounted for as the termination of an existing contract and the creation of a new contract, or whether the modification should be accounted for as a new contract. This is determined based on the rights and obligations within the modification as well as the associated transaction price.
11
Revenue is recognized using either the over time or point in time method. The over-time method of revenue recognition is predominantly used in Space and Defense, Military Aircraft and Commercial Aircraft. We use this method for U.S. Government contracts and repair and overhaul arrangements as we are creating or enhancing assets that the customer controls as the assets are being created or enhanced. In addition, many of our large commercial contracts qualify for over-time accounting as our performance does not create an asset with an alternative use and we have an enforceable right to payment for performance completed to date. Our over-time contracts are primarily firm fixed price.
Revenue recognized at the point in time control is transferred to the customer is used most frequently in Industrial. We use this method for commercial contracts in which the asset being created has an alternative use. We determine the point in time control transfers to the customer by weighing the five indicators provided by ASC 606 - the entity has a present right to payment; the customer has legal title; the customer has physical possession; the customer has significant risks and rewards of ownership; and the customer has accepted the asset. When control has transferred to the customer, profit is generated as cost of sales is recorded and as revenue is recognized. Inventory costs include all product manufacturing costs such as direct material, direct labor, other direct costs and indirect overhead cost allocations. Shipping and handling costs are considered costs to fulfill a contract and not considered performance obligations. They are included in cost of sales as incurred.
Revenue is recognized over time on contracts using the cost-to-cost method of accounting as work progresses toward completion as determined by the ratio of cumulative costs incurred to date to estimated total contract costs at completion, multiplied by the total estimated contract revenue, less cumulative revenue recognized in prior periods. We believe that cumulative costs incurred to date as a percentage of estimated total contract costs at completion is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately depicts the progress of our work and transfer of control to our customers. Changes in estimates affecting sales, costs and profits are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting, resulting in the cumulative effect of changes reflected in the period. Estimates are reviewed and updated quarterly for substantially all contracts. For the three months ended January 3, 2026 we recognized additional revenue of $12,547 and for the three months ended December 28, 2024 we recognized additional revenue of $8,669 for adjustments made to performance obligations satisfied (or partially satisfied) in previous periods.
Contract costs include only allocable, allowable and reasonable costs which are included in cost of sales when incurred. For applicable U.S. Government contracts, contract costs are determined in accordance with the Federal Acquisition Regulations and the related Cost Accounting Standards. The nature of these costs includes development engineering costs and product manufacturing costs such as direct material, direct labor, other direct costs and indirect overhead costs. Contract profit is recorded as a result of the revenue recognized less costs incurred in any reporting period. Variable consideration and contract modifications, such as performance incentives, penalties, contract claims or change orders are considered in estimating revenues, costs and profits when they can be reliably estimated and realization is considered probable. Revenue recognized on contracts for unresolved claims or unapproved contract change orders was not material for the three months ended January 3, 2026 and December 28, 2024.
As of January 3, 2026, we had contract reserves of $80,863 . For contracts with anticipated losses at completion, a provision for the entire amount of the estimated remaining loss is charged against income in the period in which the loss becomes known. Contract losses are determined considering all direct and indirect contract costs, exclusive of any selling, general or administrative cost allocations that are treated as period expenses. Loss reserves are more common on firm fixed-price contracts that involve, to varying degrees, the design and development of new and unique controls or control systems to meet the customers’ specifications. We calculate contract losses at the contract level, versus the performance obligation level. Recall reserves are recorded when additional work is needed on completed products for them to meet contract specifications. Contract-related loss reserves are recorded for the additional work needed on completed and delivered products in order for them to meet contract specifications.
Contract Assets and Liabilities
Unbilled receivables (contract assets) primarily represent revenues recognized for progress towards satisfying performance obligations but for which amounts have not been billed. Unbilled receivables are classified as current assets and in accordance with industry practice, include amounts that may be billed and collected beyond one year due to the long term nature of our contracts.
12
Contract advances and progress billings (contract liabilities) relate to payments received from customers in advance of the satisfaction of performance obligations for a contract (contract advances) and when billings are in excess of revenue recognized (progress billings). These amounts are recorded as contract liabilities until such obligations are satisfied, either over-time as costs are incurred or at a point when deliveries are made. We do not consider contract advances and progress billings to be significant financing components as the intent of these payments in advance are for reasons other than providing a significant financing benefit and are customary in our industry.
For contracts recognized using the cost-to-cost method, the amount of unbilled receivables or contract advances and progress billings is determined for each contract to determine the contract asset or contract liability position at the end of each reporting period.
Total contract assets and contract liabilities are as follows:
| January 3, 2026 | September 27, 2025 | |||||||||||||
| Unbilled receivables | $ | $ | ||||||||||||
| Contract advances and progress billings | ||||||||||||||
| Net contract assets | $ | $ | ||||||||||||
The increase in net contract assets primarily reflects the impact of additional unbilled revenues during the period. For the three months ended January 3, 2026, we recognized $149,813 of revenue, that was included in the contract liability balance at the beginning of the year.
Remaining Performance Obligations
As of January 3, 2026, the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) was $7,210,000 . We expect to recognize approximately 45 % of that amount as sales over the next twelve months and the balance thereafter.
Note 3 - Acquisitions and Assets Held for Sale
Acquisitions
On July 1, 2025, we acquired COTSWORKS, Inc., based in Ohio. COTSWORKS designs and manufactures rugged optical components and subsystems for harsh environment applications, primarily serving the commercial, military, aerospace and industrial markets. The purchase price allocation is substantially complete, with the exception of income tax assets and liabilities. This operation is included in our Space and Defense segment. The sales and results of COTSWORKS are immaterial in 2026.
Assets Held for Sale
At September 27, 2025, we had classified a business within our Space and Defense segment as held for sale. This resulted in $61,067 in prepaid expenses and other current assets and $15,524 in accrued liabilities and other as being held for sale. Management has subsequently decided to retain the business and as such the classifications as held for sale has been reversed in 2026. See Note 8 - Goodwill and Intangible Assets for additional details.
13
Note 4 - Receivables
Receivables consist of:
| January 3, 2026 | September 27, 2025 | ||||||||||||||||
| Accounts receivable | $ | $ | |||||||||||||||
| Government assistance receivables | |||||||||||||||||
| Other | |||||||||||||||||
| Less allowance for credit losses | ( | ( | |||||||||||||||
| Receivables, net | $ | $ | |||||||||||||||
Moog Receivables LLC (the "Receivables Subsidiary"), a wholly owned bankruptcy remote special purpose subsidiary of Moog Inc. (the "Company"), as seller, the Company, as master servicer, Wells Fargo Bank, N.A., as administrative agent (the "Agent") and certain purchasers (collectively, the "Purchasers") entered into the Third Amendment to the Amended and Restated Receivables Purchase Agreement (the "RPA"). The RPA matures on December 11, 2026 and is subject to customary termination events related to transactions of this type. See Note 21 - Subsequent Events, for information related to an amendment to the Receivables Purchase Agreement.
Under the RPA, the Receivables Subsidiary may sell receivables to the Purchasers in amounts up to a $125,000 limit. The receivables will be sold to the Purchasers in consideration for the Purchasers making payments of cash, which is referred to as "capital" for purposes of the RPA, to the Receivables Subsidiary in accordance with the terms of the RPA. The Receivables Subsidiary may sell receivables to the Purchasers so long as certain conditions are satisfied, including that, at any date of determination, the aggregate capital paid to the Receivables Subsidiary does not exceed a "capital coverage amount," equal to an adjusted net receivables pool balance minus a required reserve. Each Purchaser's share of capital accrues yield at a variable rate plus an applicable margin.
The parties intend that the conveyance of receivables to the Agent, for the ratable benefit of the Purchasers will constitute a purchase and sale of receivables and not a pledge for security. The Receivables Subsidiary has guaranteed to each Purchaser and Agent the prompt payment of sold receivables, and to secure the prompt payment and performance of such guaranteed obligations, the Receivables Subsidiary has granted a security interest to the Agent, for the benefit of the Purchasers, in all assets of the Receivables Subsidiary. The assets of the Receivables Subsidiary are not available to pay our creditors or any affiliate thereof. In our capacity as master servicer under the RPA, we are responsible for administering and collecting receivables and have made customary representations, warranties, covenants and indemnities.
The proceeds of the RPA are classified as operating activities in our Consolidated Statements of Cash Flows. Cash received from collections of sold receivables is used by the Receivables Subsidiary to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchaser. Subsequent collections on the pledged receivables, which have not been sold, will be classified as operating cash flows at the time of collection. Total receivables sold and cash collections under the RPA was $154,495 for the three months ended January 3, 2026. The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded.
As of January 3, 2026, the amount sold to the Purchasers was $125,000 , which was derecognized from the Consolidated Balance Sheets. As collateral against sold receivables, the Receivables Subsidiary maintains a certain level of unsold billed and unbilled receivables, which was $736,175 at January 3, 2026.
The allowance for credit losses is based on our assessment of the collectability of customer accounts. The allowance is determined by considering factors such as historical experience, credit quality, age of the accounts receivable, current economic conditions and reasonable forecasted financial information that may affect a customer’s ability to pay.
14
Note 5 - Inventories
Inventories, net of reserves, consist of:
| January 3, 2026 | September 27, 2025 | |||||||||||||
| Raw materials and purchased parts | $ | $ | ||||||||||||
| Work in progress | ||||||||||||||
| Finished goods | ||||||||||||||
| Inventories, net | $ | $ | ||||||||||||
There are no material inventoried costs relating to over-time contracts where revenue is accounted for using the cost-to-cost method of accounting as of January 3, 2026 and September 27, 2025.
Note 6 - Property, Plant and Equipment
Property, plant and equipment consists of:
| January 3, 2026 | September 27, 2025 | |||||||||||||||||||
| Land | $ | $ | ||||||||||||||||||
| Buildings and improvements | ||||||||||||||||||||
| Machinery and equipment | ||||||||||||||||||||
| Computer equipment and software | ||||||||||||||||||||
| Property, plant and equipment, at cost | ||||||||||||||||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||||||||
15
Note 7 - Leases
We lease certain manufacturing facilities, office space and machinery and equipment globally. At inception, we evaluate whether a contractual arrangement contains a lease. Specifically, we consider whether we control the underlying asset and have the right to obtain substantially all the economic benefits or outputs from the asset. If the contractual arrangement contains a lease, we then determine the classification of the lease, operating or finance, using the classification criteria described in ASC 842. We then determine the term of the lease based on terms and conditions of the contractual arrangement, including whether the options to extend or terminate the lease are reasonably certain to be exercised. We have elected to not separate lease components from non-lease components, such as common area maintenance charges and instead, account for the lease and non-lease components as a single component.
Our lease right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term and our lease liabilities represent our obligation to make lease payments. The ROU assets and lease liabilities for both operating and finance leases are recognized as of the commencement date at the net present value of the fixed minimum lease payments over the term of the lease including expected buyouts, using the discount rate described below. Variable lease payments are recorded in the period in which the obligation for the payment is incurred. Variable lease payments based on an index or rate are initially measured using the index or rate as of the commencement date of the lease and included in the fixed minimum lease payments. For short-term leases that have a term of 12 months or less as of the commencement date, we do not recognize a ROU asset or lease liability on our balance sheet; we recognize expense as the lease payments are made over the lease term.
Operating lease cost is included in Cost of sales and Selling, general and administrative on the Consolidated Statements of Earnings. Finance lease cost is included in Cost of sales, Selling, general and administrative and Interest on the Consolidated Statements of Earnings.
The discount rate used to calculate the present value of our leases is the rate implicit in the lease. If the information necessary to determine the rate implicit in the lease is not available, we use our incremental borrowing rate for collateralized debt, which is determined using our credit rating and other information available as of the lease commencement date.
The components of lease expense were as follows:
| Three Months Ended | ||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Operating lease cost | $ | $ | ||||||||||||
| Finance lease cost: | ||||||||||||||
| Amortization of right-of-use assets | $ | $ | ||||||||||||
| Interest on lease liabilities | ||||||||||||||
| Total finance lease cost | $ | $ | ||||||||||||
Supplemental cash flow information related to leases was as follows:
| Three Months Ended | ||||||||
| January 3, 2026 | December 28, 2024 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flow for operating leases | $ | $ | ||||||
| Operating cash flow for finance leases | ||||||||
| Financing cash flow for finance leases | ||||||||
| Assets obtained in exchange for lease obligations: | ||||||||
| Operating leases | $ | $ | ||||||
| Finance leases | ||||||||
16
Supplemental balance sheet information related to leases was as follows:
| January 3, 2026 | September 27, 2025 | |||||||
| Operating Leases: | ||||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| $ | $ | |||||||
| $ | $ | |||||||
| Finance Leases: | ||||||||
| Property, plant, and equipment, at cost | $ | $ | ||||||
| Accumulated depreciation | ( | ( | ||||||
| $ | $ | |||||||
| $ | $ | |||||||
| $ | $ | |||||||
| Weighted average remaining lease term in years: | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
| Weighted average discount rates: | ||||||||
| Operating leases | % | % | ||||||
| Finance leases | % | % | ||||||
Maturities of lease liabilities were as follows:
| January 3, 2026 | ||||||||||||||
| Operating Leases | Finance Leases | |||||||||||||
| 2026 | $ | $ | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total lease payments | ||||||||||||||
| Less: imputed interest | ( | ( | ||||||||||||
| Total | $ | $ | ||||||||||||
17
Note 8 - Goodwill and Intangible Assets
The changes in the carrying amount of goodwill are as follows:
| Space and Defense | Military Aircraft | Commercial Aircraft | Industrial | Total | |||||||||||||
| Balance at September 27, 2025 | $ | $ | $ | $ | $ | ||||||||||||
| Adjustments to prior year acquisitions | ( | ( | |||||||||||||||
| Reclassification of held for sale | |||||||||||||||||
| Foreign currency translation | |||||||||||||||||
| Balance at January 3, 2026 | $ | $ | $ | $ | $ | ||||||||||||
Goodwill in our Space and Defense segment is net of a $4,800 accumulated impairment loss at January 3, 2026. Goodwill in our Medical Devices reporting unit, included in our Industrial segment, is net of a $38,200 accumulated impairment loss at January 3, 2026.
The components of intangible assets are as follows:
| January 3, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||
| Weighted- Average Life (years) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||||||||||
| Customer-related | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Technology-related | ( | ( | ||||||||||||||||||||||||||||||
| Program-related | ( | ( | ||||||||||||||||||||||||||||||
| Marketing-related | ( | ( | ||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||
| Intangible assets | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
All acquired intangible assets other than goodwill are being amortized. Customer-related intangible assets primarily consist of customer relationships. Technology-related intangible assets primarily consist of technology, patents and intellectual property. Program-related intangible assets consist of long-term programs represented by current contracts and probable follow-on work. Marketing-related intangible assets primarily consist of trademarks and trade names.
18
Note 9 - Indebtedness
We maintain short-term line of credit facilities with banks throughout the world that are principally demand lines subject to revision by the banks.
Long-term debt consists of:
| January 3, 2026 | September 27, 2025 | |||||||||||||
| U.S. revolving credit facility | $ | $ | ||||||||||||
| Term loan | ||||||||||||||
| SECT revolving credit facility | ||||||||||||||
| Senior notes 4.25% | ||||||||||||||
| Senior debt | ||||||||||||||
| Less deferred debt issuance cost | ( | |||||||||||||
| Less current installments | ( | ( | ||||||||||||
| Long-term debt | $ | $ | ||||||||||||
Our U.S. revolving credit facility, which matures on October 27, 2027, has a capacity of $1,100,000 and provides an expansion option, which permits us to request an increase of up to $400,000 to the credit facility upon satisfaction of certain conditions. Our loan agreement includes a $250,000 term loan, with installment payments of $3,125 in 2026, $9,375 in 2027 and the remaining balance on the maturity date of October 27, 2027. Additional principal payments may be required under certain conditions. The proceeds of the term loan were used to pay down outstanding revolver borrowings of the U.S. revolving credit facility. Interest on our outstanding U.S. revolving credit facility and term loan borrowings are based on SOFR plus the applicable margin. The U.S. revolving credit facility and term loan are secured by substantially all of our U.S. assets and contain various covenants which, among others, specify interest coverage and maximum leverage. We are in compliance with all covenants.
The SECT has a revolving credit facility with a borrowing capacity of $25,000 . On December 1, 2025, the SECT amended the revolving credit facility and extended the maturity date from October 26, 2026 to April 24, 2027. Interest is based on SOFR plus an applicable margin. A commitment fee is also charged based on a percentage of the unused amounts available and is not material.
We have $500,000 aggregate principal amount of 4.25 % senior notes due December 15, 2027 with interest paid semiannually on June 15 and December 15 of each year. The senior notes are unsecured obligations, guaranteed on a senior unsecured basis by certain subsidiaries and contain normal incurrence-based covenants and limitations such as the ability to incur additional indebtedness, pay dividends, make other restricted payments and investments, create liens and certain corporate acts such as mergers and consolidations. We are in compliance with all covenants.
19
Note 10 - Other Accrued Liabilities
Other accrued liabilities consists of:
| January 3, 2026 | September 27, 2025 | |||||||||||||
| Employee benefits | $ | $ | ||||||||||||
| Contract reserves | ||||||||||||||
| Warranty accrual | ||||||||||||||
| Accrued income taxes | ||||||||||||||
| Other | ||||||||||||||
| Other accrued liabilities | $ | $ | ||||||||||||
In the ordinary course of business, we warrant our products against defects in design, materials and workmanship typically over periods ranging from twelve to sixty months. We determine warranty reserves needed by product line based on historical experience and current facts and circumstances. Activity in the warranty accrual is summarized as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warranty accrual at beginning of period | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warranties issued during current period | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to pre-existing warranties | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reductions for settling warranties | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warranty accrual at end of period | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
20
Note 11 - Derivative Financial Instruments
We principally use derivative financial instruments to manage foreign exchange risk related to foreign operations and foreign currency transactions. We enter into derivative financial instruments with a number of major financial institutions to minimize counterparty credit risk.
Derivatives designated as hedging instruments
We use foreign currency contracts as cash flow hedges to effectively fix the exchange rates on future payments and revenue. To mitigate exposure in movements between various currencies, including the Philippine peso, we had
outstanding foreign currency contracts with notional amounts of $25,415 at January 3, 2026. These contracts mature at various times through December 23, 2026.
Foreign currency contracts are recorded in the Consolidated Balance Sheets at fair value and the related gains or losses are deferred in Shareholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss) ("AOCIL"). These deferred gains and losses are reclassified into the Consolidated Statements of Earnings, as necessary, during the periods in which the related payments or receipts affect earnings. However, to the extent the foreign currency contracts and interest rate swaps are not perfectly effective in offsetting the change in the value of the payments and revenue being hedged, the ineffective portion of these contracts is recognized in earnings immediately. Ineffectiveness was not material in the first three months of 2026 or 2025.
Derivatives not designated as hedging instruments
We also have foreign currency exposure on balances, primarily intercompany, that are denominated in a foreign currency and are adjusted to current values using period-end exchange rates. The resulting gains or losses are recorded in the Consolidated Statements of Earnings. To minimize foreign currency exposure, we have foreign currency contracts with notional amounts of $175,893 at January 3, 2026. The foreign currency contracts are recorded in the Consolidated Balance Sheets at fair value and resulting gains or losses are recorded in the Consolidated Statements of Earnings. We recorded the following gains and losses on foreign currency contracts which are included in other income or expense and generally offset the gains or losses from the foreign currency adjustments on the intercompany balances that are also included in other income or expense:
| Three Months Ended | |||||||||||||||||||||||||||||
| Statements of Earnings location | January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||||
| Net gain (loss) | |||||||||||||||||||||||||||||
| Foreign currency contracts | Other | $ | $ | ( | |||||||||||||||||||||||||
Summary of derivatives
The fair value and classification of derivatives is summarized as follows:
| Balance Sheets location | January 3, 2026 | September 27, 2025 | |||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||
| Foreign currency contracts | Other current assets | $ | $ | ||||||||||||||
| Foreign currency contracts | Other assets | ||||||||||||||||
| Total asset derivatives | $ | $ | |||||||||||||||
| Foreign currency contracts | Accrued liabilities and other | $ | $ | ||||||||||||||
| Foreign currency contracts | Other long-term liabilities | ||||||||||||||||
| Total liability derivatives | $ | $ | |||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Foreign currency contracts | Other current assets | $ | $ | ||||||||||||||
| Foreign currency contracts | Accrued liabilities and other | $ | $ | ||||||||||||||
21
Note 12 - Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value. The definition of the fair value hierarchy is as follows:
Level 1 – Quoted prices in active markets for identical assets and liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for similar assets and liabilities.
Level 3 – Inputs for which significant valuation assumptions are unobservable in a market and therefore value is based on the best available data, some of which is internally developed and considers risk premiums that a market participant would require.
Our derivatives are valued using various pricing models or discounted cash flow analyses that incorporate observable market data, such as interest rate yield curves and currency rates, and are classified as Level 2 within the valuation hierarchy.
The following table presents the fair values and classification of our financial assets and liabilities measured on a recurring basis, all of which are classified as Level 2, except for the acquisition contingent consideration, which is classified as Level 3:
| Balance Sheets location | January 3, 2026 | September 27, 2025 | ||||||||||||||||||
| Foreign currency contracts | Other current assets | $ | $ | |||||||||||||||||
| Foreign currency contracts | Other assets | |||||||||||||||||||
| Total assets | $ | $ | ||||||||||||||||||
| Foreign currency contracts | Accrued liabilities and other | $ | $ | |||||||||||||||||
| Foreign currency contracts | Other long-term liabilities | |||||||||||||||||||
| Acquisition contingent consideration | Accrued liabilities and other | |||||||||||||||||||
| Total liabilities | $ | $ | ||||||||||||||||||
The changes in financial liabilities classified as Level 3 within the fair value hierarchy are as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||||||||||||||
| Settlements paid in cash | ( | ( | ||||||||||||||||||||||||
| Balance at end of period | $ | $ | ||||||||||||||||||||||||
22
Note 13 - Employee Benefit Plans
Pension expense for our defined contribution plans consists of:
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| U.S. defined contribution plans | $ | $ | ||||||||||||||||||||||||
| Non-U.S. defined contribution plans | ||||||||||||||||||||||||||
| Total expense for defined contribution plans | $ | $ | ||||||||||||||||||||||||
Net periodic benefit costs for our defined benefit pension plans are as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| U.S. Plans | ||||||||||||||||||||||||||
| Service cost | $ | $ | ||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ||||||||||||||||||||||||
| Amortization of actuarial loss | ||||||||||||||||||||||||||
| Expense for U.S. defined benefit plans | $ | $ | ||||||||||||||||||||||||
| Non-U.S. Plans | ||||||||||||||||||||||||||
| Service cost | $ | $ | ||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||
| Amortization of actuarial loss | ||||||||||||||||||||||||||
| Expense for non-U.S. defined benefit plans | $ | $ | ||||||||||||||||||||||||
Note 14 - Income Taxes
The effective tax rate for the three months ended January 3, 2026 and December 28, 2024 was 22.1 % and 22.7 %, respectively. The effective tax rates for the three months ended January 3, 2026 and December 28, 2024 are different than the U.S. federal statutory tax rate of 21 % due to tax on earnings generated outside the U.S. with higher statutory rates and U.S. state income taxes, partially offset by research and development tax credits.
23
Note 15 - Accumulated Other Comprehensive Income (Loss)
The changes in AOCIL, net of tax, by component for the three months ended January 3, 2026 are as follows:
Accumulated foreign currency translation | Accumulated retirement liability | Accumulated gain (loss) on derivatives | Total | |||||||||||||||||||||||
| AOCIL at September 27, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| OCI before reclassifications | ( | ( | ||||||||||||||||||||||||
| Amounts reclassified from AOCIL | ||||||||||||||||||||||||||
| OCI, net of tax | ( | |||||||||||||||||||||||||
| AOCIL at January 3, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Net gains and losses on net investment hedges are recorded in Accumulated foreign currency translation to the extent that the instruments are effective in hedging the designated risk.
The amounts reclassified from AOCIL into earnings are as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||
| Statements of Earnings location | January 3, 2026 | December 28, 2024 | ||||||||||||||||||||||||||||||
| Retirement liability: | ||||||||||||||||||||||||||||||||
| Prior service cost | $ | $ | ||||||||||||||||||||||||||||||
| Actuarial losses | ||||||||||||||||||||||||||||||||
Reclassification from AOCIL into earnings | ||||||||||||||||||||||||||||||||
| Tax effect | ( | ( | ||||||||||||||||||||||||||||||
| Net reclassification from AOCIL into earnings | $ | $ | ||||||||||||||||||||||||||||||
| Derivatives: | ||||||||||||||||||||||||||||||||
| Foreign currency contracts | Cost of sales | $ | $ | |||||||||||||||||||||||||||||
| Reclassification from AOCIL into earnings | ||||||||||||||||||||||||||||||||
| Tax effect | ( | ( | ||||||||||||||||||||||||||||||
| Net reclassification from AOCIL into earnings | $ | $ | ||||||||||||||||||||||||||||||
| Foreign currency translation: | ||||||||||||||||||||||||||||||||
| Business dispositions | Other | $ | $ | |||||||||||||||||||||||||||||
| Reclassification from AOCIL into earnings | ||||||||||||||||||||||||||||||||
| Tax effect | ||||||||||||||||||||||||||||||||
| Net reclassification from AOCIL into earnings | $ | $ | ||||||||||||||||||||||||||||||
Reclassification from AOCIL into earnings for the Retirement liability are included in the computation of non-service pension expense, which is included in Other on the Consolidated Statement of Earnings.
The effective portion of amounts deferred in AOCIL are as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Foreign currency contracts | $ | ( | $ | |||||||||||||||||||||||
| Net gain (loss) | ( | |||||||||||||||||||||||||
| Tax effect | ( | |||||||||||||||||||||||||
| Net deferral in AOCIL of derivatives | $ | ( | $ | |||||||||||||||||||||||
24
Note 16 - Stock Employee Compensation Trust and Supplemental Retirement Plan Trust
Note 17 - Earnings per Share
Basic and diluted weighted-average shares outstanding are as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Basic weighted-average shares outstanding | ||||||||||||||||||||||||||
| Dilutive effect of equity-based awards | ||||||||||||||||||||||||||
| Diluted weighted-average shares outstanding | ||||||||||||||||||||||||||
Note 18 - Segments
Disaggregation of net sales by segment for the three months ended January 3, 2026 and December 28, 2024 are as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| Market Type | January 3, 2026 | December 28, 2024 | ||||||||||||||||||||||||
| Net sales: | ||||||||||||||||||||||||||
| Space | $ | $ | ||||||||||||||||||||||||
| Defense | ||||||||||||||||||||||||||
| Space and Defense | ||||||||||||||||||||||||||
Original Equipment Manufacturers | ||||||||||||||||||||||||||
| Aftermarket | ||||||||||||||||||||||||||
| Military Aircraft | ||||||||||||||||||||||||||
Original Equipment Manufacturers | ||||||||||||||||||||||||||
| Aftermarket | ||||||||||||||||||||||||||
| Commercial Aircraft | ||||||||||||||||||||||||||
| Energy | ||||||||||||||||||||||||||
| Industrial Automation | ||||||||||||||||||||||||||
| Simulation and Test | ||||||||||||||||||||||||||
| Medical | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
25
| Three Months Ended | ||||||||||||||||||||||||||
| Customer Type | January 3, 2026 | December 28, 2024 | ||||||||||||||||||||||||
| Net sales: | ||||||||||||||||||||||||||
| Commercial | $ | $ | ||||||||||||||||||||||||
| U.S. Government (including OEM) | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Space and Defense | ||||||||||||||||||||||||||
| U.S. Government (including OEM) | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
Military Aircraft | ||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
Commercial Aircraft | ||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||
| U.S. Government (including OEM) | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||
| U.S. Government (including OEM) | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||||
| Revenue Recognition Method | January 3, 2026 | December 28, 2024 | ||||||||||||||||||||||||
| Net sales: | ||||||||||||||||||||||||||
| Over-time | $ | $ | ||||||||||||||||||||||||
| Point in time | ||||||||||||||||||||||||||
| Space and Defense | ||||||||||||||||||||||||||
| Over-time | ||||||||||||||||||||||||||
| Point in time | ||||||||||||||||||||||||||
| Military Aircraft | ||||||||||||||||||||||||||
| Over-time | ||||||||||||||||||||||||||
| Point in time | ||||||||||||||||||||||||||
| Commercial Aircraft | ||||||||||||||||||||||||||
| Over-time | ||||||||||||||||||||||||||
| Point in time | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Over-time | ||||||||||||||||||||||||||
| Point in time | ||||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
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The Company’s Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer. The CODM is responsible for allocating resources and assessing performance based on the segment’s operating profit or loss, among other considerations. Segment operating profit is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation, non-service pension expense and other corporate expenses. Cost of sales and other operating expenses are directly attributable to the respective segment or allocated on the basis of sales, headcount or profit. Long-lived tangible assets and total asset information by segment in not provided to, or reviewed by our CODM as it is not used to make strategic decisions, allocate resources, or assess performance.
We report results to our CODM under our four segments identified as Space and Defense, Military Aircraft, Commercial Aircraft and Industrial. Disaggregation of operating results by segment and reconciliations to consolidated amounts are as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| (dollars in thousands) | January 3, 2026 | December 28, 2024 | ||||||||||||||||||||||||
| Net sales: | ||||||||||||||||||||||||||
| Space and Defense | $ | $ | ||||||||||||||||||||||||
| Military Aircraft | ||||||||||||||||||||||||||
| Commercial Aircraft | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total net sales | ||||||||||||||||||||||||||
| Cost of sales: | ||||||||||||||||||||||||||
| Space and Defense | $ | $ | ||||||||||||||||||||||||
| Military Aircraft | ||||||||||||||||||||||||||
| Commercial Aircraft | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total cost of sales | $ | $ | ||||||||||||||||||||||||
| Research and development: | ||||||||||||||||||||||||||
| Space and Defense | $ | $ | ||||||||||||||||||||||||
| Military Aircraft | ||||||||||||||||||||||||||
| Commercial Aircraft | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total research and development | $ | $ | ||||||||||||||||||||||||
| Selling, general and administrative: | ||||||||||||||||||||||||||
| Space and Defense | $ | $ | ||||||||||||||||||||||||
| Military Aircraft | ||||||||||||||||||||||||||
| Commercial Aircraft | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Corporate expenses | ||||||||||||||||||||||||||
| Equity based compensation expense | ||||||||||||||||||||||||||
| Total selling, general and administrative | $ | $ | ||||||||||||||||||||||||
| Other operating (income) expenses: | ||||||||||||||||||||||||||
| Space and Defense | $ | $ | ( | |||||||||||||||||||||||
| Military Aircraft | ( | ( | ||||||||||||||||||||||||
| Commercial Aircraft | ( | ( | ||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total other operating expenses | $ | $ | ||||||||||||||||||||||||
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Operating profit is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation expense, non-service pension expense and other corporate expenses. Cost of sales and other operating expenses are directly identifiable to the respective segment or allocated on the basis of sales, manpower or profit. Operating profit by segment and reconciliations for the three months ended January 3, 2026 and December 28, 2024 are as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Operating profit: | ||||||||||||||||||||||||||
| Space and Defense | $ | $ | ||||||||||||||||||||||||
| Military Aircraft | ||||||||||||||||||||||||||
| Commercial Aircraft | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total operating profit | ||||||||||||||||||||||||||
| Deductions from operating profit: | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Equity-based compensation expense | ||||||||||||||||||||||||||
| Corporate and other expenses, net | ||||||||||||||||||||||||||
| Earnings before income taxes | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization: | ||||||||||||||||||||||||||
| Space and Defense | $ | $ | ||||||||||||||||||||||||
| Military Aircraft | ||||||||||||||||||||||||||
| Commercial Aircraft | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | ||||||||||||||||||||||||
| Capital expenditures: | ||||||||||||||||||||||||||
| Space and Defense | $ | $ | ||||||||||||||||||||||||
| Military Aircraft | ||||||||||||||||||||||||||
| Commercial Aircraft | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total capital expenditures | $ | $ | ||||||||||||||||||||||||
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Note 19 - Related Party Transactions
Our transactions with related parties were not material for the three months ended January 3, 2026.
Note 20 - Commitments and Contingencies
From time to time, we are involved in legal proceedings. We are not a party to any pending legal proceedings which management believes will result in a material adverse effect on our financial condition, results of operations or cash flows.
We are engaged in administrative proceedings with governmental agencies and legal proceedings with governmental agencies and other third parties in the normal course of our business, including litigation under Superfund laws, regarding environmental matters. We believe that adequate reserves have been established for our share of the estimated cost for all currently pending environmental administrative or legal proceedings and do not expect that these environmental matters will have a material adverse effect on our financial condition, results of operations or cash flows.
In the ordinary course of business we could be subject to ongoing claims or disputes from our customers, the ultimate settlement of which could have a material adverse impact on our consolidated results of operations. While the receivables and any loss provisions recorded to date reflect management's best estimate of the projected costs to complete a given project, there is still significant effort required to complete the ultimate deliverable. Future variability in internal cost and future profitability is dependent upon a number of factors including deliveries, performance and government budgetary pressures. The inability to achieve a satisfactory contractual solution, further unplanned delays, additional developmental cost growth or variations in any of the estimates used in the existing contract analysis could lead to further loss provisions. Additional losses could have a material adverse impact on our financial condition, results of operations or cash flows in the period in which the loss may be recognized.
We are contingently liable for $14,669 related to standby letters of credit issued by banks to third parties on our behalf at January 3, 2026.
Note 21 - Subsequent Event
On January 29, 2026 , we declared a $0.30 per share quarterly dividend payable on issued and outstanding shares of our Class A and Class B common stock on February 26, 2026 to shareholders of record at the close of business on February 17, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report filed on Form 10-K for the fiscal year ended September 27, 2025. In addition, the following should be read in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein. All references to years in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are to fiscal years. Amounts may differ due to rounding as dollar and percentage variances are computed based on reported values.
OVERVIEW
We are a worldwide designer, manufacturer and systems integrator of high performance precision motion and fluid controls and control systems for a broad range of applications in aerospace and defense and industrial markets.
Within the aerospace and defense market, our products and systems include:
•Defense market - primary and secondary flight controls and components for military aircraft, tactical and strategic missile steering controls, defense ground vehicle systems including turreted weapon systems and various other defense product components.
•Commercial aircraft market - primary and secondary flight controls and components for commercial aircraft.
•Space market - satellite avionics, propulsion and positioning controls and components, launcher thrust vector controls and components, as well as integrated space vehicles.
In the industrial market, our products are used in a wide range of applications including:
•Industrial market - various components and systems used in applications including: heavy industrial machinery used for metal forming and pressing, flight simulation motion control systems, energy exploration and generation products, material and automotive structural and fatigue testing systems, as well as liquid cooling pumps used in data centers.
•Medical market - pumps and sets for enteral clinical nutrition and infusion therapy, slip rings used in CT scan medical equipment and various components used in ultrasonic sensors and surgical handpieces.
We operate under four segments, Space and Defense, Military Aircraft, Commercial Aircraft and Industrial. Our principal manufacturing facilities are located in the United States, Philippines, United Kingdom, Germany, Italy, Costa Rica, China, Netherlands, Japan, Canada, India and Lithuania.
Under ASC 606, 66% of revenue was recognized over time for the three months ended January 3, 2026, using the cost-to-cost method of accounting. The over-time method of revenue recognition is predominantly used in Space and Defense, Military Aircraft and Commercial Aircraft. We use this method for U.S. Government contracts and repair and overhaul arrangements as we are creating or enhancing assets that the customer controls. In addition, many of our large commercial contracts qualify for over-time accounting as our performance does not create an asset with an alternative use and we have an enforceable right to payment for performance completed to date.
For the three months ended January 3, 2026, 34% of revenue was recognized at the point in time control transferred to the customer. This method of revenue recognition is used most frequently in Industrial. We use this method for commercial contracts in which the asset being created has an alternative use. We determine the point in time control transfers to the customer by weighing the five indicators provided by ASC 606. When control has transferred to the customer, profit is generated as cost of sales is recorded and as revenue is recognized.
Our products and technologies affect millions of people worldwide. Our solutions preserve national security, ensure
safe air transportation, reduce industrial factory emissions and enhance patients' lives, while driving innovation. Moog engineers collaboratively design and manufacture the most advanced motion control products, to the highest quality standards, for use in demanding applications. By building on these core foundational capabilities, we believe we have achieved a leadership position in the high-performance, precision controls market, and are "Shaping the way our world moves™".
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We leverage our engineering expertise and close customer relationships to solve complex technical problems. This
approach has allowed us to expand, organically and through acquisitions, our high-performance components
business to also offer the design, manufacture and integration of high-performance systems across multiple markets. We continue to expand our content on existing platforms as well, seeking to be the leading precision motion-controls supplier across the niche markets we serve. We are also modernizing operations through productivity-enhancing technologies and targeted talent development to strengthen operational performance.
Our long-term strategies to achieve our financial objectives focus on pricing and simplification initiatives. Our pricing strategy seeks recognition for the value we deliver to our customers across our markets. Our simplification initiatives, guided by 80/20 principles, include:
•shaping our product and business portfolio to invest in growth areas and to divest non-core assets,
•rationalizing our global footprint to meet current and future business volumes,
•focusing our factories to meet the specific needs of each market, and
•investing in automation and technologies to improve operational efficiency.
We aim to improve shareholder value through strategic revenue growth, both organic and acquired, manufacturing
and operating efficiencies and utilizing low-cost manufacturing facilities without compromising quality. Historically and over the long-term, our capital deployment strategy has balanced strategic acquisitions, share buybacks and dividend payments to maximize shareholder returns. In the near term, our capital deployment prioritizes organic growth while opportunistically pursuing acquisitions that complement our business.
Acquisitions and Assets Held for Sale
See Note 3 - Acquisitions and Assets Held for Sale in the Consolidated Financial Statements included in Item 1, Financial Statements of this report for details.
CRITICAL ACCOUNTING POLICIES
On a regular basis, we evaluate the critical accounting policies used to prepare our consolidated financial statements, including revenue recognition on long-term contracts, contract reserves, reserves for inventory valuation and income taxes.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 1 - Basis of Presentation in the Consolidated Financial Statements included in Item 1, Financial Statements of this report for further information regarding Financial Accounting Standards Board issued ASUs.
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| CONSOLIDATED RESULTS OF OPERATIONS | |||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||
| (In millions, except per share data) | January 3, 2026 | December 28, 2024 | $ Variance | % Variance | |||||||||||||||||||||||||
| Net sales | $ | 1,100 | $ | 908 | $ | 192 | 21 | % | |||||||||||||||||||||
| Gross margin | 26.7 | % | 27.0 | % | |||||||||||||||||||||||||
| Research and development expenses | 25 | 24 | 1 | 4 | % | ||||||||||||||||||||||||
| Selling, general and administrative expenses as a percentage of sales | 13.5 | % | 14.1 | % | |||||||||||||||||||||||||
| Interest expense | 17 | 16 | 1 | 6 | % | ||||||||||||||||||||||||
| Restructuring expense | 1 | 4 | (2) | ||||||||||||||||||||||||||
| Other | 1 | (1) | 2 | ||||||||||||||||||||||||||
| Effective tax rate | 22.1 | % | 22.7 | % | |||||||||||||||||||||||||
| Net earnings | $ | 79 | $ | 58 | $ | 21 | 37 | % | |||||||||||||||||||||
| Diluted earnings per share | $ | 2.46 | $ | 1.78 | $ | 0.68 | 38 | % | |||||||||||||||||||||
| Twelve-month backlog | $ | 3,260 | $ | 2,500 | $ | 760 | 30 | % | |||||||||||||||||||||
Net sales increased across all our segments in the first quarter of 2026 compared to the first quarter of 2025.
Gross margin decreased in the first quarter of 2026 compared to the first quarter of 2025, driven by higher tariffs, primarily in Commercial Aircraft and Industrial.
Research and development expenses increased in the first quarter of 2026 compared to the first quarter of 2025, driven by activities supporting our new growth programs in Space and Defense.
Selling, general and administrative expenses as a percentage of sales decreased in the first quarter of 2026 compared to the first quarter of 2025, reflecting the incremental benefit from higher sales volume.
Interest expense increased in the first quarter of 2026 compared to the first quarter of 2025, driven by higher outstanding debt balances, partially offset by lower interest rates.
In the first quarter of 2026 and the first quarter of 2025, restructuring charges included charges for various simplification activities, primarily within Industrial and Space and Defense.
The effective tax rate was lower in the first quarter of 2026 compared to the first quarter of 2025, driven by discrete items primarily related to equity-based compensation.
The twelve-month backlog at January 3, 2026 increased as compared with the twelve-month backlog at December 28, 2024. The twelve-month backlog in Military Aircraft increased due to higher orders for new and current aircraft. Within Space and Defense, we had higher orders across the entire portfolio of the business, reflecting strong business capture and broad-based growth in both space and defense markets. Within Commercial Aircraft, we had higher orders for narrowbody and widebody OEM programs. The twelve-month backlog in Industrial increased primarily due to higher demand for liquid cooling pumps used in data centers.
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SEGMENT RESULTS OF OPERATIONS
Operating profit, as presented below, is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation expense, non-service pension expense and other corporate expenses. Cost of sales and other operating expenses are directly identifiable to the respective segment or allocated on the basis of sales, headcount or profit. Operating profit is reconciled to earnings before income taxes in Note 18 - Segments in the Notes to Consolidated Financial Statements included in this report.
Space and Defense
| Three Months Ended | |||||||||||||||||||||||||||||
| (dollars in millions) | January 3, 2026 | December 28, 2024 | $ Variance | % Variance | |||||||||||||||||||||||||
| Net sales | $ | 324 | $ | 248 | $ | 76 | 31 | % | |||||||||||||||||||||
| Operating profit | $ | 43 | $ | 29 | $ | 14 | 49 | % | |||||||||||||||||||||
| Operating margin | 13.2 | % | 11.6 | % | |||||||||||||||||||||||||
Space and Defense net sales increased in the first quarter of 2026 compared to the first quarter of 2025, reflecting broad-based defense demand. Demand was particularly strong for missile controls and satellite components.
Operating margin increased in the first quarter of 2026 compared to the first quarter of 2025, driven by profitable sales growth. This was partially offset by increased costs for business capture, product development, operational readiness investments and acquisition-related expenses.
Military Aircraft
| Three Months Ended | |||||||||||||||||||||||||||||
| (dollars in millions) | January 3, 2026 | December 28, 2024 | $ Variance | % Variance | |||||||||||||||||||||||||
| Net sales | $ | 247 | $ | 213 | $ | 34 | 16 | % | |||||||||||||||||||||
| Operating profit | $ | 28 | $ | 24 | $ | 5 | 19 | % | |||||||||||||||||||||
| Operating margin | 11.4 | % | 11.1 | % | |||||||||||||||||||||||||
Military Aircraft net sales increased in the first quarter of 2026 compared to the first quarter of 2025. Military aftermarket sales increased $23 million, driven by the receipt of a significant V-22 spares order. Sales increased in military OEM programs $11 million, driven by the ramp-up of activity on the MV-75 program.
Operating margin increased in the first quarter of 2026 compared to the first quarter of 2025. We benefitted from strong aftermarket sales, which was offset by a less favorable OEM sales mix.
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Commercial Aircraft
| Three Months Ended | |||||||||||||||||||||||||||||
| (dollars in millions) | January 3, 2026 | December 28, 2024 | $ Variance | % Variance | |||||||||||||||||||||||||
| Net sales | $ | 268 | $ | 218 | $ | 49 | 23 | % | |||||||||||||||||||||
| Operating profit | $ | 28 | $ | 26 | $ | 3 | 10 | % | |||||||||||||||||||||
| Operating margin | 10.6 | % | 11.8 | % | |||||||||||||||||||||||||
Commercial Aircraft net sales increased in the first quarter of 2026 compared to the first quarter of 2025. Commercial OEM sales increased $29 million, as we experienced growth from production ramps on widebody and narrowbody programs. Commercial aftermarket sales increased $20 million, driven by higher repair volumes, associated with strong fleet utilization.
Operating margin decreased in the first quarter of 2026 compared to the first quarter of 2025. The decrease was driven by tariff pressure, which was partially mitigated by increased volume and pricing benefits.
Industrial
| Three Months Ended | |||||||||||||||||||||||||||||
| (dollars in millions) | January 3, 2026 | December 28, 2024 | $ Variance | % Variance | |||||||||||||||||||||||||
| Net sales | $ | 261 | $ | 228 | $ | 33 | 14 | % | |||||||||||||||||||||
| Operating profit | $ | 36 | $ | 25 | $ | 11 | 42 | % | |||||||||||||||||||||
| Operating margin | 13.9 | % | 11.2 | % | |||||||||||||||||||||||||
Industrial net sales increased in the first quarter of 2026 compared to the first quarter of 2025, driven by strong demand for data center cooling pumps, other industrial automation products and enteral feeding and IV sets.
Operating margin increased in the first quarter of 2026 compared to the first quarter of 2025, driven by the benefits from business optimization and sales growth, partially pressured by tariffs.
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LIQUIDITY AND CAPITAL RESOURCES
Consolidated Statements of Cash Flows
| Three Months Ended | |||||||||||
| (dollars in millions) | January 3, 2026 | December 28, 2024 | $ Variance | ||||||||
| Net cash provided (used) by: | |||||||||||
| Operating activities | $ | (45) | $ | (133) | $ | 88 | |||||
| Investing activities | (31) | (19) | (12) | ||||||||
| Financing activities | 88 | 164 | (76) | ||||||||
Operating activities
Net cash used by operating activities was $45 million and $133 million in the first quarter of 2026 and first quarter of 2025, respectively. Changes in inventories provided $56 million more cash. Inventories decreased in Commercial Aircraft and Military Aircraft, as we delayed material receipts. Changes in customer advances provided $32 million more cash, as we secured customer advances on multiple space and defense programs.
Investing activities
Net cash used by investing activities in the first quarter of 2026 included capital expenditures of $34 million.
Net cash used by investing activities in the first quarter of 2025 included $33 million of capital expenditures, which were partially offset by $13 million of proceeds from the sales of businesses.
Financing activities
Net cash provided by financing activities in the first quarter of 2026 included $111 million of net borrowings on our credit facilities, which were partially offset by dividend payments of $9 million.
Net cash provided by financing activities in the first quarter of 2025 included $230 million of net borrowings on our credit facilities. Financing activities also included $39 million for shares under the authorized repurchase program and $9 million of cash dividends.
General
Cash flows from our operations, together with our various financing arrangements, fund on-going activities, debt service requirements, organic growth, acquisition opportunities and the ability to return capital to shareholders. We believe these sources of funding will be sufficient to meet our cash requirements for the next 12 months and for the foreseeable future thereafter.
At January 3, 2026, our cash balances were $74 million, the majority of which is held outside of the U.S. by foreign operations. We regularly assess our cash needs, including repatriation of foreign earnings which may be subject to regulatory approvals and withholding taxes, where applicable by law.
Financing Arrangements
In addition to operations, our capital resources include bank credit facilities and an accounts receivable financing program to fund our short and long-term capital requirements. We continuously evaluate various forms of financing to improve our liquidity and position ourselves for future opportunities, which, from time to time, may result in selling debt and equity securities to fund acquisitions or take advantage of favorable market conditions.
We are generally not required to obtain the consent of lenders of the U.S. revolving credit facility before raising significant additional debt financing; however, certain limitations and conditions may apply that would require consent to be obtained. We have demonstrated our ability to secure consents to access debt markets. We have also been successful in accessing equity markets from time to time. We believe that we will be able to obtain additional debt or equity financing as needed.
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In the normal course of business, we are exposed to interest rate risk from our long-term debt. To manage these risks, we may enter into derivative instruments such as interest rate swaps which are used to adjust the proportion of total debt that is subject to variable and fixed interest rates.
Our U.S. revolving credit facility, which matures on October 27, 2027, has a capacity of $1.1 billion and also provides an expansion option, which permits us to request an increase of up to $400 million to the credit facility upon satisfaction of certain conditions. The weighted-average interest rate on the outstanding U.S. revolving credit facility borrowings was 5.08% and is based on SOFR plus the applicable margin, which was 1.35% at January 3, 2026. Our loan agreement includes a $250 million term loan with installment payments of $3 million in 2026, $9 million in 2027 and the remaining balance on the maturity date of October 27, 2027. Additional principal payments may be required under certain conditions. The proceeds of the term loan were used to pay down the outstanding revolver borrowings of the U.S. revolving credit facility. The interest rate on the term loan borrowings was 5.11% and is based on SOFR plus the applicable margin, which was 1.35% at January 3, 2026.
The loan agreement for the U.S. revolving credit facility and term loan contains various covenants. The minimum for the interest coverage ratio, defined as the ratio of EBITDA to interest expense for the most recent four quarters, is 3.0. The maximum for the leverage ratio, defined as the ratio of net debt to EBITDA for the most recent four quarters, is 4.0. EBITDA is defined in the loan agreement as (i) the sum of net income, interest expense, income taxes, depreciation expense, amortization expense, other non-cash items reducing consolidated net income and non-cash equity-based compensation expenses minus (ii) other non-cash items increasing consolidated net income.
The SECT has a revolving credit facility with a borrowing capacity of $25 million, maturing on April 24, 2027. Interest was 5.96% as of January 3, 2026 and is based on SOFR plus a margin of 2.23%.
We have $500 million aggregate principal amount of 4.25% senior notes due December 15, 2027 with interest paid semiannually on June 15 and December 15 of each year. The senior notes are unsecured obligations, guaranteed on a senior unsecured basis by certain subsidiaries and contain normal incurrence-based covenants and limitations such as the ability to incur additional indebtedness, pay dividends, make other restricted payments and investments, create liens and certain corporate acts such as mergers and consolidations.
At January 3, 2026, we had $815 million of unused capacity, including $793 million from the U.S. revolving credit facility after considering standby letters of credit and other limitations.
Our Receivables Purchase Agreement, which matures on December 11, 2026, allows the Receivables Subsidiary to sell receivables to the Purchasers in amounts up to a $125 million limit so long as certain conditions are satisfied. The receivables are sold to the Purchasers in consideration for the Purchasers making payments of cash. Each Purchaser’s share of capital accrues yield at a variable rate plus an applicable margin, which totaled 4.73% as of January 3, 2026. See Note 21 - Subsequent Events, of Part I, Item 1, Financial Information of this report for additional details on the extension of this agreement.
We are in compliance with all covenants under each of our financing arrangements. See Note 4 - Receivables and Note 9 – Indebtedness.
Dividends and Common Stock
We believe we can create long term value for our shareholders by continuing to invest in our business through both capital expenditures as well as investments in new market opportunities. We will also continue exploring opportunities to make strategic acquisitions and return capital to shareholders.
We are currently paying quarterly cash dividends on our Class A and Class B common stock and expect to continue to do so for the foreseeable future. See the Consolidated Statement of Shareholders Equity and Cash Flows, of Part I, Item 1, Financial Information, of this report for additional details.
The Board of Directors authorized a share repurchase program that permits repurchases for both Class A and Class B common stock, and allows us to buy up to an aggregate 3 million common shares. There are approximately 1.7 million common shares remaining under this authorization. See the Consolidated Statement of Shareholders Equity and Cash Flows, of Part I, Item 1, Financial Information and Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, of this report for additional details.
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Off Balance Sheet Arrangements
We do not have any material off balance sheet arrangements that have or are reasonably likely to have a material future effect on our financial condition, results of operations or cash flows.
Contractual Obligations and Commercial Commitments
Our contractual obligations and commercial commitments have not changed materially from the disclosures in our Annual Report on Form 10-K for the year ended September 27, 2025. See Note 7 - Leases, Note 9 - Indebtedness, Note 13 - Employee Benefit Plans and Note 20 - Commitments and Contingencies, of Part I, Item 1, Financial Information, of this report for additional details.
ECONOMIC CONDITIONS AND MARKET TRENDS
We operate within the aerospace and defense market and the industrial market. A common factor throughout our markets is the continuing demand for technologically advanced products.
Our aerospace and defense businesses currently represent 76% of our 2026 sales. Our defense market, which currently represents 52% of our 2026 sales, is directly affected by defense funding levels and product demand, which have recently increased. Our commercial aircraft market, which currently represents 24% of our 2026 sales, aligns with our customers' plans. Within our various industrial markets, which collectively represented 24% of our 2026 sales, our customers are affected by a broad range of factors.
Aerospace and Defense
Within aerospace and defense, we serve three end markets: defense, commercial aircraft and space.
The defense market is dependent on military spending for development and production programs. We have a growing development program order book for future generation aircraft and turret programs, and we strive to embed our technologies within these high-performance military programs of the future, including the Textron Bell MV-75. Aircraft production programs are typically long-term in nature, offering predictable capacity needs and future revenues. We maintain positions on numerous high priority programs, including the Lockheed Martin F-35 Lightning II. The large installed base of our products leads to attractive aftermarket sales and service opportunities. The tactical and strategic missile, missile defense and defense vehicle controls markets are dependent on many of the same market conditions as military aircraft, including overall military spending and program funding levels. At times when there are perceived threats to national security, U.S. and European defense spending can increase; at other times, defense spending can decrease. Future levels of defense spending have increased in the near-term given the current global tensions, and are subject to governmental approvals.
The commercial OEM aircraft market depends on a number of factors, including both the increasing global demand
for air travel and increasing fuel prices. Both factors contributed to the demand for new, more fuel-efficient aircraft with lower operating costs that led to large production backlogs for Boeing and Airbus. Boeing and Airbus are producing widebody aircraft at rates to support their projected demand while working through their current supply-chain constraints. Any adjustments to their production rates affect the timing of the demand for our flight control systems.
The commercial aftermarket is driven by usage and the age of the existing aircraft fleet for passenger and cargo
aircraft, which drives the need for maintenance and repairs. We have seen higher demand levels for our maintenance services and spare parts due to the increased number of flight hours across existing fleets.
The space market is comprised of three customer markets: civil, U.S. defense and commercial space. The civil
market, namely NASA, is driven by investment for exploration activities. The U.S. defense market is driven by
government-authorized levels of defense spending, including funding for defense-related satellite and space vehicle
technologies. Levels of U.S. defense spending could increase as there is growing emphasis on space as the next
frontier of potential future conflicts. The commercial space market is driven by demand for small satellites, which
increases the demand for increased launch vehicle capacity. Our launch vehicle and satellite components and
systems will continue to benefit from increased investments in each of these markets.
.
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Industrial
Within industrial, we serve two end markets: industrial and medical. The industrial market consists of industrial
automation products, simulation and test products and energy generation and exploration products. The medical
market consists of medical devices and medical component products.
The industrial market we serve with our industrial automation products is influenced by several factors including
capital investment levels, the pace of product and technology innovation, economic conditions and cost-reduction
efforts. A portion of our industrial automation customers serve the automotive market as well as the data center
cooling market.
Our simulation and test market mainly includes flight simulation products which are largely affected by the same factors as our commercial aircraft market. Demand for our flight simulation systems will match the airline training market and the change in domestic and foreign flight hours.
Our energy generation and exploration products operate in a market that is influenced by changing oil and natural gas prices, global urbanization and the resulting change in supply and demand for global energy. Drivers for global energy growth include investments in power generation infrastructure and exploration of new oil and gas resources.
The medical market we serve, in general, is influenced by economic conditions, regulatory environments, hospital and outpatient clinic spending on equipment, population demographics, medical advances, patient demands and the need for precision control components and systems. Advances in medical technology and treatments have resulted in the greater need for medical services, which drive the demand for our medical devices and medical component offerings.
Foreign Currencies
We are affected by the movement of foreign currencies compared to the U.S. dollar. About one-sixth of our 2025 sales were denominated in foreign currencies. During the first three months of 2026, average foreign currency rates generally strengthened against the U.S. dollar compared to 2025. The translation of the results of our foreign subsidiaries into U.S. dollars increased sales by $8 million compared to the same period one year ago.
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Cautionary Statement
Information included or incorporated by reference in this report 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 report 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 report, except as required by applicable law.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Refer to the Company’s Annual Report on Form 10-K for the year ended September 27, 2025 for a complete discussion of our market risk. There have been no material changes in the current year regarding this market risk information.
Item 4. Controls and Procedures.
(a)Disclosure Controls and Procedures. The Company’s management, with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) and as required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, due to the material weakness described below, the Company’s disclosure controls and procedures are not effective as of January 3, 2026 to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
As reported in Part II, Item 9A. "Controls and Procedures" in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, the Company previously identified a material weakness in the design and operation of its controls over distinct long-term aftermarket service revenue contracts in the Company’s Commercial Aircraft segment. Specifically, management did not have adequate controls to address the completeness and accuracy of key inputs utilized in recognizing revenue and contract reserves for these contracts. This material weakness continues to exist as of January 3, 2026.
39
In response to the material weakness, the Company’s management, with oversight of the Audit Committee of the Board of Directors, has begun the process of, and is focused on, designing and implementing effective internal control measures to improve its internal control over financial reporting and remediate the material weakness identified above. The Company's internal control remediation efforts include the following:
(i)Design and implement targeted controls that address the completeness and accuracy of the inputs used in recognizing revenue and contract reserves for the group of contracts described in the material weakness identified above.
(ii)Enhance the design of certain policies and controls relating to access rights, data control, and change management in our information technology applications associated with the key reports used for these long-term aftermarket service contracts.
(iii)Develop and implement additional training programs for relevant personnel addressing controls around the completeness and accuracy of key inputs and management review controls around accuracy and reasonableness of financial information used in the long-term aftermarket service revenue process.
(iv)Reevaluate the talent and skill set of individuals involved in key management review control procedures for these contracts.
While we continue making progress with these remediation efforts, the controls must be operating effectively for a sufficient period of time and be tested by management in order to consider them remediated and conclude that the design is effective to address the risks of material misstatement.
(b)Changes in Internal Control over Financial Reporting. There have been no changes during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
Item 1A. Risk Factors.
Refer to the Company’s Annual Report on Form 10-K for the year ended September 27, 2025 for a complete discussion of our risk factors. There have been no material changes in the current year regarding our risk factors.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(c)The following table summarizes our purchases of our common stock for the quarter ended January 3, 2026.
| Period | (a) Total Number of Shares Purchased (1) (2)(3) | (b) Average Price Paid Per Share (4) | (c) Total number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) | (d) Maximum Number (or Approx. Dollar Value) of Shares that May Yet Be Purchased Under Plans or Programs (3) | ||||||||||||||||||||||
| September 28, 2025 - November 1, 2025 | 40,784 | $ | 208.11 | — | 1,660,107 | |||||||||||||||||||||
| November 2, 2025 - November 29, 2025 | 57,162 | 217.22 | — | 1,660,107 | ||||||||||||||||||||||
| November 30, 2025 - January 3, 2026 | 98,337 | 250.11 | — | 1,660,107 | ||||||||||||||||||||||
| Total | 196,283 | $ | 231.81 | — | 1,660,107 | |||||||||||||||||||||
During the quarter ended January 3, 2026, no director or officer of the Company adopted or terminated a "Rule 10b 5-1 trading arrangement" or "Non-Rule 10b 5-1 trading arrangement," as each term is defined in item 408 of Regulation S-K.
(1)Reflects purchases by the SECT of shares of Class B common stock from the ESPP, the RSP and from equity-based compensation award recipients under right of first refusal terms at average prices as follows: 13,702 shares at $207.65 in October, 7,234 shares at $214.62 in November and 10,403 shares at $241.88 in December.
(2)In connection with the exercise of equity-based compensation awards, we accept delivery of shares to pay for the exercise price and withhold shares for tax withholding obligations at average prices as follows: In October, we accepted delivery of 5,122 Class A shares at $209.59 and 9,123 Class B shares at $207.05. In November, we accepted delivery of 167 Class A shares at $203.62 and 34,820 Class B shares at $218.78. In December, we accepted delivery of 2,975 Class B shares at $248.20. In connection with the issuance of equity-based awards and shares to the ESPP, we purchased 12,837 Class B shares at $208.77 per share from the SECT in October, 14,941 Class B shares at 214.98 in November and 84,959 Class B shares at $251.19 in December.
(3)The Board of Directors has authorized a share repurchase program that permits the purchase of up to 3 million common shares of Class A or Class B common stock in open market or privately negotiated transactions at the discretion of management. No shares were purchased under the program for the quarter ended January 3, 2026.
(4)Excludes 1% excise tax accrued pursuant to the Inflation Reduction Act of 2022.
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Item 6. Exhibits.
| (a) | Exhibits | |||||||||||||
| Fifth Amendment to the Credit Agreement by and between Moog Inc. Stock Employee Compensation Trust and Citizens Bank, N.A. dated December 1, 2025. | ||||||||||||||
| Fifth Amendment to the Amended and Restated Receivables Purchase Agreement, dated January 27, 2026, by and among Moog Receivables LLC, as Seller, Moog Inc as Master Servicer and Truist Bank as Administrative Agent. | ||||||||||||||
| Form of Stock Bonus Award Agreement under the 2025 Long Term Incentive Plan (for awards granted on or after January 15, 2026). | ||||||||||||||
| Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
| Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
| Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
| 101 | Interactive Date files (submitted electronically herewith) | |||||||||||||
| (101.INS) | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
| (101.SCH) | XBRL Taxonomy Extension Schema Document | |||||||||||||
| (101.CAL) | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||
| (101.DEF) | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||
| (101.LAB) | XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||
| (101.PRE) | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101. | |||||||||||||
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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 thereunto duly authorized.
| Moog Inc. | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| Date: | January 30, 2026 | By | /s/ Pat Roche | ||||||||||||||
| Pat Roche | |||||||||||||||||
Chief Executive Officer (Principal Executive Officer) | |||||||||||||||||
| Date: | January 30, 2026 | By | /s/ Jennifer Walter | ||||||||||||||
| Jennifer Walter | |||||||||||||||||
Chief Financial Officer (Principal Financial Officer) | |||||||||||||||||
| Date: | January 30, 2026 | By | /s/ Nicholas Hart | ||||||||||||||
| Nicholas Hart | |||||||||||||||||
| Controller (Principal Accounting Officer) | |||||||||||||||||
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FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement is dated December 1, 2025, by and between Moog Inc. Stock Employee Compensation Trust (subject to the provisions of Section 1.2.13 of the Credit Agreement, the "Borrower") and Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania) (the "Bank") (the "Amendment").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank entered into that certain Credit Agreement, dated July 26, 2018, as amended by that certain (i) First Amendment to Credit Agreement, dated September 3, 2019, (ii) Second Amendment to Credit Agreement, dated July 15, 2021, (iii) Third Amendment to Credit Agreement, dated April 21, 2023, and (iv) Fourth Amendment to Credit Agreement, dated November 6, 2024 (as further amended, modified, supplemented or restated from time to time, the "Credit Agreement"); and
WHEREAS, the Borrower desires to amend certain provisions of the Credit Agreement and the Bank shall permit such amendments pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.All capitalized terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise.
2.Section 1.1 of the Credit Agreement is hereby amended by deleting the following definition in its entirety and in its stead inserting the following:
Expiration Date shall mean the earlier of (i) April 24, 2027 and (ii) the occurrence of a Termination Event.
3.The provisions of Section 2 of this Amendment shall not become effective until the Bank has received the following items, each in form and substance acceptable to the Bank and its counsel:
(a) this Amendment, duly executed by the Borrower and the Bank;
(b) payment of all fees and expenses owed to the Bank and the Bank's counsel in connection with this Amendment; and
(c) such other documents as may be reasonably requested by the Bank.
4.The Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except representations and warranties that expressly relate solely to an earlier date or time, which representations and warranties are true and correct on and as of the specific dates or times referred to therein, and except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement.
5.The Borrower acknowledges and agrees that each and every document, instrument or agreement, which at any time has secured the Obligations including, without limitation, the Guaranty Agreement(s) hereby continues to secure the Obligations.
283494440
6.The Borrower hereby represents and warrants to the Bank that (i) the Borrower has full power to enter into, execute, deliver and carry out this Amendment and the other documents executed in connection herewith and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the execution and delivery of this Amendment or the other documents executed in connection herewith by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by the Borrower will conflict with, constitute a default under or result in any breach of (a) the terms and conditions of the Trust Agreement or other organizational documents of the Borrower or (b) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower, and (iii) each of this Amendment and the other documents executed in connection herewith has been duly and validly executed and delivered by the Borrower and constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance.
7.The Borrower represents and warrants that (i) no Potential Default or Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Amendment or the performance or observance of any provision hereof and (ii) it presently has no known claims or actions of any kind at Law or in equity against the Bank arising out of or in any way relating to the Loan Documents.
8.To induce the Bank to enter into this Amendment, the Borrower hereby releases, acquits and forever discharges the Bank, and all officers, directors, agents, employees, successors and assigns of the Bank, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that the Borrower now has or ever had against the Bank arising under or in connection with the Credit Agreement or any of the other Loan Documents or otherwise, in each case arising prior to the date of this Amendment. The Borrower represents and warrants to the Bank that the Borrower has not transferred or assigned to any Person any such claim that the Borrower ever had or claimed to have against the Bank.
9.Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby.
10.The agreements contained in this Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Amendment amends the Credit Agreement and is not a novation thereof.
11.This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by e-mail or telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.
12.This Amendment shall be deemed to be a contract under the Laws of the State of New York and for all purposes shall be governed by and construed and enforced in accordance with the internal Laws of the State of New York without regard to its conflict of laws principles. The Borrower hereby consents to the jurisdiction and venue of the courts of the State of New York sitting in New York County, New York and the United States District Court for the Southern District of New York with respect to any suit arising out of or mentioning this Amendment.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers on the day and year first above written.
BORROWER:
Moog Inc. Stock Employee Compensation Trust
By: /s/ Robert T. Brady
Name: Robert T. Brady
Title: Trustee
BANK:
Citizens Bank, N.A.
By: /s/ Edward J. Kloecker, Jr.
Name: Edward J. Kloecker, Jr.
Title: Senior Vice President
283494440
CONSENT OF GUARANTOR
The undersigned guarantor (the "Guarantor") consents to the provisions of the foregoing Fifth Amendment to Credit Agreement (the "Amendment") and confirms and agrees that: (a) the Guarantor's obligations under its Guaranty and Suretyship Agreement, dated July 26, 2018 (the "Guaranty"), shall be unimpaired by the Amendment; (b) the Guarantor has no defenses, set-offs, counterclaims, discounts or charges of any kind against Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania), its officers, directors, employees, agents or attorneys with respect to its Guaranty; and (c) all of the terms, conditions and covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Guarantor's obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in its Guaranty are true and correct in all respects as of the date of the Amendment.
IN WITNESS WHEREOF, the due execution of this Consent of Guarantor as of the date of the Amendment, intending to be legally bound hereby.
Moog Inc.
By: /s/ Eric Moss
Name: Eric Moss
Title: Treasurer
283494440
EXECUTION VERSION
FIFTH AMENDMENT TO THE
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This FIFTH AMENDMENT TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of January 27, 2026, is entered into by and among the following parties:
(i) MOOG RECEIVABLES LLC, a Delaware limited liability company, as Seller (the “Seller”);
(ii) MOOG INC., a New York corporation, in its individual capacity (“Moog”) and as initial Master Servicer (in such capacity, together with its successors and assigns in such capacity, the “Master Servicer”);
(iii) TRUIST BANK, as Purchaser; and
(iv) TRUIST BANK, as Administrative Agent.
Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Purchase Agreement described below.
BACKGROUND
The parties hereto have entered into that certain Amended and Restated Receivables Purchase Agreement, dated as of November 4, 2021 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”) and desire to amend the Receivables Purchase Agreement as set forth herein.
Pursuant to the Payoff, Assignment and Assumption Agreement, dated as of the date hereof, by and among the Seller, Moog, Wells Fargo Bank, N.A., as prior purchaser (in such capacity, the “Prior Purchaser”) and as the prior administrative agent (in such capacity, the “Prior Administrative Agent”) and Truist Bank, as the new purchaser (in such capacity, the “New Purchaser”) and as the new administrative agent (in such capacity, the “New Administrative Agent”), the Prior Administrative Agent has transferred and assigned its role as administrative agent under the Receivables Purchase Agreement to the New Administrative Agent, and the Prior Purchaser has transferred and assigned its commitments and obligations under the Receivables Purchase Agreement to the New Purchaser.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended to incorporate the changes shown on the marked pages of the Receivables Purchase Agreement attached hereto as Exhibit A.
Moog - 5th Amendment to the A&R Receivables Purchase Agreement 4932-2839-0018 v4.docx
10002290
SECTION 2. Representations and Warranties of the Seller and Master Servicer. Each of the Seller and the Master Servicer hereby represents and warrants, as to itself, to each Purchaser Party, as follows:
(a) Representations and Warranties. Immediately after giving effect to this Amendment, the representations and warranties made by such Person in the Transaction Documents to which it is a party are true and correct as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date.
(b) Enforceability. This Amendment and each other Transaction Document to which it is a party, as amended hereby, constitutes its legal, valid and binding obligation enforceable against such Person in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(c) No Termination Event. No Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from this Amendment or the transactions contemplated hereby.
SECTION 3. Effect of Amendment. All provisions of the Receivables Purchase Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to “this Receivables Purchase Agreement”, “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Receivables Purchase Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.
SECTION 4. Effectiveness. This Amendment shall become effective as of the date hereof upon the satisfaction of each of the following conditions precedent:
(a) Execution of Amendment. The Administrative Agent shall have received counterparts to this Amendment, duly executed by each of the parties hereto.
(b) Pro Forma Monthly Report. The Administrative Agent shall have received a pro forma Monthly Report, prepared after giving effect to this Amendment.
(c) Additional Deliverables. The Administrative Agent shall have received such other agreements, documents, instruments, certificates, officer’s certificates, lien searches, UCC financing statements and opinions as set forth in Annex A hereto or as the Administrative Agent may reasonably request prior to the date hereof.
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SECTION 5. Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 6. Transaction Document. This Amendment shall be a Transaction Document for purposes of the Receivables Purchase Agreement.
SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by electronic means shall be equally effective as delivery of an originally executed counterpart.
SECTION 8. GOVERNING LAW. THIS AMENDMENT INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).
SECTION 9. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Purchase Agreement or any provision hereof or thereof.
SECTION 10. Reaffirmation of Performance Guaranty. Immediately after giving effect to this Amendment, all of the provisions of the Performance Guaranty shall remain in full force and effect in accordance with its terms, and Moog hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its terms.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.
MOOG RECEIVABLES LLC,
as Seller
as Seller
By:_/s/ Eric Moss
Name: Eric Moss
Title: Treasurer
MOOG INC.,
individually and as Master Servicer
individually and as Master Servicer
By:_/s/ Eric Moss
Name: Eric Moss
Title: Treasurer
MOOG INC.,
as “Performance Guarantor” under the Performance Guaranty
as “Performance Guarantor” under the Performance Guaranty
By:_/s/ Eric Moss
Name: Eric Moss
Title: Treasurer
S-1 Fifth Amendment to the
Amended and Restated Receivables Purchase Agreement
(Moog Receivables LLC)
TRUIST BANK,
as Administrative Agent
as Administrative Agent
By: /s/ Anthony Ballard
Name: Anthony Ballard
Title: Vice President
TRUIST BANK,
as Purchaser
as Purchaser
By: /s/ Anthony Ballard
Name: Anthony Ballard
Title: Vice President
S-2 Fifth Amendment to the
Amended and Restated Receivables Purchase Agreement
(Moog Receivables LLC)
EXHIBIT A
AMENDMENTS TO RECEIVABLES PURCHASE AGREEMENT
(Attached)
ANNEX A
CLOSING MEMORANDUM
(Attached)
MOOG INC. 2025 LONG TERM INCENTIVE PLAN STOCK BONUS AWARD TERMS AND CONDITIONS
THIS STOCK BONUS AWARD AGREEMENT (the “Agreement”), effective as of the date of grant specified within the grant details relating to this Award set forth on the stock plan administration platform (the “Grant Date”), is between MOOG INC. (“Moog” and, together with its Subsidiaries, the “Company”), and the named employee of Moog (the “Employee”), pursuant to the Moog Inc. 2025 Long Term Incentive Plan (the “Plan”).
WHEREAS, Moog wishes to provide the Employee with long-term incentives tied to the value of Moog, to reward the Employee for his or her contributions to the success and growth of the Company, and to associate the Employee’s interests with those of the Company;
NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in these Terms and Conditions and within the grant details relating to this Award set forth on the stock plan administration platform (together “the Agreement”), the Employee and Moog hereby agree as follows:
1.Grant of Stock Award.
Moog hereby grants to the Employee a Stock Bonus Award (the “Stock Award”), as set forth below. This Stock Award represents the right to receive shares of Class B Common Stock (“Shares”), subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated into and made a part of this Agreement by reference.
The number of Shares awarded to the Employee under this Stock Award will be determined by dividing [$___ ] by the Fair Market Value of one Share as of the Grant Date.
The Fair Market Value of one Share for purposes of this Section will be determined in accordance with Section 2(o) of the Plan.
Unless otherwise defined in this Agreement, the terms used in this Agreement have the meanings given them in the Plan.
2.Vesting and Payment.
(a)Vesting. The Stock Award is 100% fully vested in the Employee as of the Grant Date.
(b)Payment. As soon as practicable following the Grant Date and the determination of the number of Shares subject to this Stock Award, Moog will issue the Shares awarded under this Agreement. Issuance of the Shares will be subject to Section 5 below.
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3.Tax Withholding.
As a condition of this Award, the Employee agrees to pay or make arrangements for the payment to the Company of the amount of any and all federal, state, local and foreign income and employment taxes that the Company determines it is required by law to withhold with respect to this Award. Payment will be due on the date the Company is required to withhold such taxes. Unless the Employee elects to make a cash payment to the Company in an amount sufficient to satisfy the withholding requirement, then, notwithstanding Section 5(c), the Company will satisfy the withholding requirement in accordance with Section 18 of the Plan by withholding from delivery to the Employee, Shares having a value equal to the amount of tax required to be withheld. The Company will provide procedures for Employees electing to make a cash payment to satisfy the withholding requirement.
4.Rights as Shareholder.
Neither the Employee nor any transferee has any rights as a shareholder with respect to any Shares covered by or relating to this Stock Award until the date the Employee or transferee becomes the holder of record of the Shares.
5.Additional Conditions to Issuance of Stock.
(a)Compliance with Laws and Regulations. Moog is not obligated to issue or deliver any certificates evidencing shares of Company Stock under this Stock Award unless and until Moog is advised by its counsel that the issuance and delivery of the certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of the securities exchange or automated quotation system on which shares of Company Stock are listed.
(b)Right of First Refusal. The Employee acknowledges and agrees that the Shares issued with respect to the Stock Award are subject to repurchase under a right of first refusal in favor of Moog or any assignee of Moog, as set forth in Moog’s Right of First Refusal Policy, as it may be amended from time to time (the “First Refusal Policy”). The repurchase of Shares under the First Refusal Policy may be effected by the payment to the Employee, or to the Employee’s beneficiary or estate, as the case may be, of the value of the Shares as determined under the First Refusal Policy, a copy of which has been provided to the Employee.
(c)Holding Period for Shares. The Employee acknowledges and agrees that the Shares issued with respect to the Stock Award are subject to a holding period requirement whereby the Employee (or the Employee’s beneficiary or estate, as the case may be) may not sell or otherwise dispose of the Shares until six months following the date of issuance of the Shares.
(d)Restrictions on Transferability. The stock certificates evidencing the Shares issued with respect to the Stock Award may include one or more legends that set forth such restrictions on transferability as may apply to the Shares under this Section and the Plan. Alternatively, such restrictions may be enforced through such other methods as may be determined by Moog in its sole discretion, including by restrictions on electronic transfers from accounts.
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6.Electronic Delivery.
Moog may, in its sole discretion, decide to deliver any documents related to this Award or any future awards under the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by Moog or another third party designated by Moog.
7.Agreement Severable.
If any provision in this Agreement is held to be invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
8.Governing Law.
Except to the extent preempted by an applicable federal law, the Plan and this Agreement will be construed and administered in accordance with the laws of the State of New York, without reference to the principles of conflicts of laws thereunder.
9.Non-Transferability of Stock Award.
During the period specified in Section 5(c), neither this Stock Award nor the Shares acquired under this Stock Award may be transferred in any manner other than by will or by the laws of descent or distribution. Any purported transfer in violation of the preceding sentence or Section 5(b) will be void and of no effect.
10.Binding Effect.
This Agreement is binding upon, and inures to the benefit of, the respective successors, assigns, heirs, executors, administrators and guardians of the parties covered by the Agreement.
11.Tax Consequences.
The Employee acknowledges that this Stock Award will have tax consequences to the Employee and that any and all such tax consequences are the sole responsibility of the Employee. The Employee should consult a tax adviser before accepting this Stock Award or disposing of any Shares.
12.Risks.
The Employee is advised that the value of the Stock Award and the Shares acquired under the Stock Award will fluctuate as the trading price of the Shares fluctuates. The Employee exclusively accepts all risks associated with a decline in the market price of the Shares
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and all other risks associated with the holding of Shares. No amount will be paid to, or in respect of, the Employee to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, the Employee for such purpose.
13.Effect of Agreement.
The Employee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with its terms and provisions (and has had an opportunity to obtain advice regarding this Stock Award), and accepts this Stock Award and agrees to be bound by its contractual terms as set forth in this Agreement and in the Plan. The Employee agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee regarding any questions relating to this Stock Award. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by Moog at any time in accordance with its terms. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of the Plan will prevail. Modifications to this Agreement may be made only in a written agreement executed by a duly authorized officer of Moog. The Employee agrees at all times to abide by, and acknowledges that this Stock Award is subject to, all applicable policies of the Company, including the Company’s insider trading policies and any recoupment or clawback policy, as may exist from time to time.
14.No Right to Continued Employment.
Nothing in this Agreement or the Plan confers upon the Employee any right to continued employment with the Company for any period of time, nor does it interfere in any way with the Employee’s right or the Company’s right to terminate the employment relationship at any time, for any reason, with or without cause.
15.Section 409A.
The Stock Award granted under this Agreement is intended to comply with or to be exempt from Section 409A of the Internal Revenue Code of 1986 (the “Code”) and will be construed accordingly. However, the Company will not be liable to the Employee or any beneficiary with respect to any adverse tax consequences arising under Section 409A or other provision of the Code. All terms of this Agreement that are undefined or ambiguous must be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A.
16.Data Privacy.
The Employee acknowledges and explicitly consents to the collection, use, storage and transfer of certain personal information for the purpose of managing and administering the Stock Award under the Plan and this Agreement. Specifically, the Company will process information about the Employee, including, but not limited to, the Employee’s name, home address and telephone number, date of birth, social security number or other tax identification number, salary, nationality, job title, and any equity awards granted, cancelled, purchased, vested, unvested or outstanding in the Employee’s favor under the Plan and any other long term equity incentive plan of the Company (“Personal Data”). The Employee understands
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that the Company will transfer Personal Data to any third parties assisting the Company in the implementation, administration and management of the Stock Award.
These third-party recipients may be located in the United State or elsewhere. The Employee consents to and authorizes the transfer, receipt, possession, use and retention of Personal Data by third parties, in electronic or other form, for the purposes of implementing, administering and managing the Stock Award. The Employee may, at any time, review Personal Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Employee’s ability to participate in the Plan and receive the Shares.
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Exhibit 31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Pat Roche, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Moog Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date January 30, 2026
/s/ Pat Roche
Pat Roche
Chief Executive Officer
Exhibit 31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jennifer Walter, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Moog Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date January 30, 2026
/s/ Jennifer Walter
Jennifer Walter
Chief Financial Officer
Exhibit 32.1
Certification pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Moog Inc. (the “Company”) hereby certify that:
The Company’s Quarterly Report on Form 10-Q for the quarter ended January 3, 2026 fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: January 30, 2026
/s/ Pat Roche
Pat Roche
Chief Executive Officer
/s/ Jennifer Walter
Jennifer Walter
Chief Financial Officer
This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by the Company into such filing.