WWD 8-K
Woodward, Inc. (WWD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On January 12, 2026, Woodward, Inc. (the “Company”) approved a plan to wind down its on-highway natural gas truck manufacturing operations in China (the “China OH business”). This decision follows prior unsuccessful efforts to divest the China OH business and is a strategic step to align the Company’s Industrial segment portfolio with priority end-markets and long-term growth opportunities. The China OH business has not significantly contributed to the Company’s overall financial performance on a consistent basis. The wind-down is expected to be substantially completed by the end of the Company’s fiscal year 2026.
In connection with this action, the Company expects to incur material charges under generally accepted accounting principles. The Company currently estimates that it will recognize cumulative pre-tax charges of approximately $20 million to $25 million, including $3 million to $4 million of non-cash charges for facility and other asset-related charges, $5 million to $7 million in employee-related costs for severance and other benefits, and $12 million to $14 million of charges related to anticipated contract termination costs, inventory write-downs, and other exit costs. The Company anticipates approximately $15 million to $20 million of the charges to result in future cash expenditures. The majority of these charges are expected to be recognized in the second and third quarters of the Company’s fiscal year 2026, with the majority of cash payments occurring through the Company’s third quarter of fiscal year 2026.
On January 15, 2026, the Company issued a press release announcing its decision to wind down the China OH business. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the Company’s plans to wind down the China OH business, the expected timing of completion of the wind-down, and anticipated costs and charges associated with the wind-down. These statements are based on current expectations and assumptions and are not guarantees of future performance. Actual results may differ materially from those expressed or implied due to various risks and uncertainties, including, but not limited to, unexpected delays or difficulties in implementing the wind down, the amount and timing of costs and charges, and other factors described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.
(d) Exhibits
| 99.1 | Press Release of Woodward, Inc. dated January 15, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Woodward, Inc. | ||
| Dated: January 15, 2026 | By: | /s/ William F. Lacey |
| William F. Lacey | ||
| Executive Vice President, Chief Financial Officer | ||
EXHIBIT 99.1
Woodward to Wind Down China On-Highway Natural Gas Truck Business, Enhancing Strategic Focus
FORT COLLINS, Colo., Jan. 15, 2026 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ: WWD) today announced plans to wind down its on-highway natural gas truck business in China (China OH) as part of its strategy to sharpen the focus of its Industrial segment and optimize Woodward’s product portfolio.
“Winding down the China OH business is a strategic step in aligning our Industrial portfolio with our priority end-markets and long-term growth opportunities,” said Randy Hobbs, President of Woodward’s Industrial segment. “This decision allows us to realign resources and reinforce our focus on delivering leading controls solutions to our customers across Transportation, Power Generation, and Oil & Gas markets to create long-term shareholder value. We are extremely grateful for the dedication and contributions of our team members who support our China OH business.”
Woodward has long evaluated the future of its China OH business, including considering full or partial divestiture. Despite several efforts to sell the business over multiple years, no viable offers have materialized. Given the challenging business dynamics in China, Woodward has made the decision to wind down China OH operations by the end of the fiscal year.
The wind-down will involve the closure of a small manufacturing facility in China that supports the China OH business, along with a limited number of sales, engineering, and product support staff. This decision is limited to the China OH business.
The China OH business has not significantly contributed to Woodward’s overall financial performance on a consistent basis. In fiscal year 2025, Woodward achieved record sales and earnings, driven by strong and sustained results across both its Industrial and Aerospace segments.
About Woodward
Woodward is the global leader in the design, manufacture, and service of energy conversion and control solutions for the aerospace and industrial equipment markets. Our purpose is to design and deliver energy control solutions our partners count on to power a clean future. Our innovative fluid, combustion, electrical, propulsion and motion control systems perform in some of the world’s harshest environments. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Visit our website at www.woodward.com.
Cautionary Statement
Information in this press release contains forward-looking statements regarding future events within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, Woodward’s plans to wind down the China OH business. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to: (1) unexpected difficulties that may arise during the wind down process that could delay or prevent Woodward from winding down its China OH business; (2) unexpected costs that occur in connection with the wind down process; (3) volatility with respect to the China on-highway natural gas truck market; (4) risks related to M&A activity, including that such activity may fail to meet its strategic objectives; (5) global economic uncertainty and instability, including in the financial markets that affect Woodward, its customers, and its supply chain; (6) risks related to constraints and disruptions in the global supply chain and labor markets; (7) Woodward’s long sales cycle; (8) risks related to Woodward’s concentration of revenue among a relatively small number of customers; (9) Woodward’s ability to implement and realize the intended effects of any restructuring efforts; (10) Woodward’s ability to successfully manage competitive factors including expenses and fluctuations in sales, as well as innovation and new product development; (11) changes and consolidations in the aerospace market; (12) Woodward’s financial obligations including debt obligations and tax expenses and exposures; (13) risks related to Woodward’s U.S. government contracting activities including potential changes in government spending patterns; (14) Woodward’s ability to protect its intellectual property rights and avoid infringing the intellectual property rights of others; (15) changes in the estimates of fair value of reporting units or of long-lived assets; (16) environmental risks; (17) Woodward’s continued access to a stable workforce and favorable labor relations with its employees, including its ability to retain key personnel or attract and retain new qualified personnel; (18) Woodward’s ability to manage various regulatory and legal matters; (19) risks from operating internationally; (20) cybersecurity, data privacy, and other technological risks; and other risk factors and risks described in Woodward's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2025, any subsequently filed Quarterly Report on Form 10-Q, as well as other risks described in Woodward’s filings with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date hereof, and Woodward assumes no obligation to update such statements, except as required by applicable law.
Media Contact:
Jennifer Regina
Vice President, Corporate Communications
+ 1 970 559 8840
[email protected]