DEF 14A of Moog Inc., Dec 19, 2025

DEF 14A of Moog Inc.

Filed Dec 19, 2025 · FY20250000067887-25-000136

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS The Board is comprised of two classes of directors, Class A directors and Class B directors, elected by holders of Class A shares and holders of Class B shares, respectively. Within each class of directors there exist three subclasses, such that each of the subclasses is nearly equal in number. Our Board is currently comprised of nine members. Three directors are to be elected at the Annual Meeting, of which one will be a Class A director elected by the holders of the outstanding Class A shares and of which two will be Class B directors elected by the holders of the outstanding Class B shares. Mr. Donald R. Fishback is nominated to be elected by the holders of Class B shares to hold office for a two-year term expiring in 2028, or until the election and qualification of his successor. Ms. Brenda L. Reichelderfer is nominated to be elected by the holders of Class A shares and Mr. Kraig H. Kayser is nominated to be elected by the holders of Class B shares; each to hold office for a three-year term expiring in 2029, or until the election and qualification of their successors. For each properly executed proxy, the persons named in the proxy will vote Class A shares for the election of the Class A nominee named in the following table and Class B shares for the election of the Class B nominees named in the following table, unless the proxy directs otherwise or is revoked. In the event any of the nominees should be unable to serve as a director, the proxy will be voted in accordance with the best judgment of the person or persons acting under it. It is not expected that any of the nominees will be unable to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Company’s current Board, including the nominees for director, share certain characteristics, experience and capabilities critical to effective board membership. Sound business judgment essential to intelligent and effective decision-making, experience at the policy-making level, relevant educational background, integrity, honesty and the ability to work collaboratively are some of the attributes possessed that qualify them to serve on the Board. The specific employment and leadership experiences, knowledge and capabilities of both the nominees for director and standing directors are further described in their biographies on the following pages. Certain information regarding nominees for Class A and Class B directors, as well as those Class A and Class B directors whose terms of office continue beyond the date of the Annual Meeting, is set forth in the following tables. Messrs. Fishback and Kayser and Ms. Reichelderfer have previously served as directors of the Company and have been elected as directors of the Company at prior annual meetings.

  2. Nominees for Election as Directors at the Annual Meeting

    Nominees for Election as Directors at the Annual Meeting The Board recommends a vote "FOR" the election of each of the Nominees listed below for Director.

  3. Nominees for Election as Directors at the Annual Meeting

    | BRENDA L. REICHELDERFER | Age | Director Since | Expiration of Term | Position | | | 67 | 2016 | 2029 | Director - Class A | | | Ms. Reichelderfer is a retired Senior Vice President and Managing Director at TriVista, a global management consulting firm in the private equity sector. Ms. Reichelderfer joined TriVista in 2008 and also served as the company’s Global Head of Aerospace and Defense. Previously, she spent over 25 years in executive leadership positions at ITT Corporation, including Group President of the Motion & Flow Control and subsequently the Electronics Divisions. She received a Bachelor of Science ("B.S.") in Electrical Engineering from Ohio Northern University and is a graduate of the Executive Development Institute at the Fuqua School of Business at Duke University. The Company believes Ms. Reichelderfer’s extensive experience in general management, engineering and operations, along with her knowledge of the aerospace and industrial industries, make her highly qualified to serve as a director. | | | | | DONALD R. FISHBACK | Age | Director Since | Expiration of Term | Position | | | 69 | 2015 | 2028 | Director - Class B | | | Mr. Fishback joined Moog in 1981 after working as a Certified Public Accountant for Deloitte LLP. He became Corporate Controller in 1985 and was named Vice President of Finance in 2007, a position he held until December 2010, at which time he was appointed Chief Financial Officer ("CFO"). Mr. Fishback retired as CFO of the Company effective January 2020 and served as a Corporate Vice President until March 2021. Mr. Fishback holds a Bachelor of Arts ("B.A.") in Business from Westminster College in Pennsylvania, a Master of Business Administration ("MBA") from University at Buffalo, The State University of New York and completed the Advanced Management Program ("AMP") at Harvard Business School. The Company believes Mr. Fishback’s in-depth financial and managerial expertise and thorough understanding of the Company’s operations make him highly qualified to serve as a director. | | | | | KRAIG H. KAYSER | Age | Director Since | Expiration of Term | Position | | | 65 | 1998 | 2029 | Director - Class B | | | Mr. Kayser is the non-executive Chairman and former President and Chief Executive Officer ("CEO") of Seneca Foods Corporation headquartered in Fairport, New York. He retired as President and CEO on October 1, 2020. Prior to assuming the CEO position at Seneca Foods in 1993, Mr. Kayser was Seneca Food’s CFO. He received a B.A. from Hamilton College and an MBA from Cornell University. The Company believes Mr. Kayser’s financial and business expertise, including an in-depth understanding of the preparation and analysis of financial statements, and experience as President and CEO of a large publicly traded corporation, makes him highly qualified to serve as a director. | | | |

  4. Directors With Terms Continuing Beyond the Annual Meeting

    | JANET M. COLETTI | Age | Director Since | Expiration of Term | Position | | | 62 | 2020 | 2027 | Director - Class A | | | Ms. Coletti retired as Executive Vice President and Chief Human Resources Officer ("CHRO") of M&T Bank Corporation ("M&T") in December 2020. M&T is headquartered in Buffalo, New York. Ms. Coletti started her career at M&T in 1985 and held numerous positions in the Consumer Banking and Business Banking divisions before becoming CHRO in 2015. Ms. Coletti holds a B.A. in Economics from Mount Holyoke College. The Company believes Ms. Coletti’s extensive financial services experience along with her understanding of talent management, leadership development and compensation and benefits make her highly qualified to serve as a director. | | | | | MAHESH NARANG | Age | Director Since | Expiration of Term | Position | | | 50 | 2022 | 2028 | Director - Class A | | | Mr. Narang is Executive Vice President and President of the Access segment of Oshkosh Corporation, a role he assumed in November 2023. Previously, Mr. Narang was the President of the Components segment at Cummins Inc. from January 2021 to November 2023 after serving as the Vice President and General Manager of Cummins Emission Solutions from July 2017 to December 2020. In his over 20 years at Cummins Inc., Mr. Narang held various leadership positions providing him with many opportunities to work within different business segments and across regions in operations, marketing and general management, including his role as COO for the India Area Business Organization. He received his B.S. in Engineering from Mumbai University and an MBA from Northwestern University. The Company believes Mr. Narang’s extensive knowledge and expertise in global operations management, engineering and environmental solutions makes him highly qualified to serve as a director. | | | | | WILLIAM G. GISEL, JR. | Age | Director Since | Expiration of Term | Position | | | 73 | 2012 | 2027 | Director - Class B | | | Mr. Gisel is former CEO and current Executive Vice Chair of Rich Products Corporation, headquartered in Buffalo, New York. Mr. Gisel started his career at Bankers Trust Company in 1974, and after completing law school in 1978, he joined the law firm Phillips Lytle LLP. Mr. Gisel joined Rich Products in 1982, serving as the company’s first General Counsel. In 1988, Mr. Gisel was named Vice President of the International Division. In 1996, he assumed the position of President of Rich’s Food Group and Chief Operating Officer ("COO") and, in 2006, he was appointed CEO, a role in which he served until January 2020. He earned a B.A. from Williams College, a Juris Doctorate from the Emory University School of Law and has an MBA from the University of Rochester William E. Simon Graduate School of Business Administration. The Company believes Mr. Gisel’s experience as an executive officer and director of a large, multi-national company makes him highly qualified to serve as a director. | | | | | PETER J. GUNDERMANN | Age | Director Since | Expiration of Term | Position | | | 63 | 2009 | 2028 | Director - Class B | | | Mr. Gundermann is President, CEO and Chairman of Astronics Corporation, a publicly traded aerospace and defense company headquartered in East Aurora, New York. Mr. Gundermann joined Astronics in 1988, has been a director since 2000 and has held his current position as President and CEO since 2003. He received a B.A. in Applied Mathematics and Economics from Brown University and an MBA from Duke University. The Company believes Mr. Gundermann’s in-depth understanding of the aerospace and defense industry and his significant high-level management experience as President and CEO of Astronics Corporation make him highly qualified to serve as a director. | | | | | PAT ROCHE | Age | Director Since | Expiration of Term | Position | | | 62 | 2023 | 2027 | President, CEO & Director - Class B | | | Mr. Roche is President and CEO of Moog. Appointed CEO in 2023, he previously served as Executive Vice President and COO from 2021. Mr. Roche joined Moog in 2000 at the Cork, Ireland facility and became General Manager of that facility in 2003. He held increasing leadership roles in the Industrial segment before becoming a Vice President and Officer in 2012 and President of Industrial in 2015. His responsibilities have spanned general management, product development, supply chain, business processes and information technology. Before Moog, he worked in the Netherlands and United Kingdom. In October 2025, Mr. Roche was appointed to the board of EMCOR Group, Inc. (NYSE:EME), a Fortune 500 leader in mechanical and electrical construction services, industrial and energy infrastructure and building services. Mr. Roche holds Bachelor of Engineering, Master of Engineering Science and MBA degrees from University College Cork, Ireland, completed Harvard Business School's AMP and is a Chartered Engineer and Fellow of Engineers Ireland. The Company believes Mr. Roche's extensive management experience and deep knowledge of Moog's markets, products and technologies make him highly qualified to serve as a director. | | | | | JOHN R. SCANNELL | Age | Director Since | Expiration of Term | Position | | | 62 | 2012 | 2028 | Non-Executive Chairman of the Board & Director - Class B | | | Mr. Scannell retired as CEO of Moog in 2023. Mr. Scannell joined Moog in 1990 as an Engineering Manager of Moog Limited in Ireland and later moved to Germany to become Operations Manager of Moog GmbH. In 1999, he became the General Manager of Moog Limited in Ireland, and in 2003 moved to Aircraft as the Boeing 787 Program Manager and was subsequently named Director of Contracts and Pricing and elected a Vice President of the Company in 2005. He was appointed CFO in 2007, a position he held until December 2010, at which time he was appointed COO. In December 2011, Mr. Scannell was appointed CEO and was named Chairman of the Board in January 2014. In addition to an MBA from The Harvard Business School, Mr. Scannell holds B.S. and Master of Science ("M.S.") degrees in Electrical Engineering from University College Cork, Ireland. The Company believes Mr. Scannell’s range of management experience in engineering, operations management, contracts and finance, along with his in-depth knowledge of the Company’s markets, products and technologies, make him highly qualified to serve as a director. | | | |

  5. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS In fiscal 2025, each non-employee director received an annual cash retainer of $120,000. Mr. Scannell received an additional annual cash retainer of $125,000 for Chairman of the Board services and an additional $15,000 for serving on the Board of Managers of Moog Military Aircraft LLC ("MMA"). Messrs. Fishback and Kayser also received an additional $15,000 for serving on the Board of Managers of MMA. In addition, during fiscal 2025, stock awards that vest immediately upon grant with a grant date fair value of $125,088 were granted to each non-employee director, under the Moog Inc. 2014 Long Term Incentive Plan (the “2014 LTI Plan”), which provides that awards in a certain number of underlying Class A shares or Class B shares may be granted to non-employee directors. Messrs. Fishback, Gisel, Gundermann, Kayser, Lipke, Narang and Scannell and Mses. Coletti and Reichelderfer each were granted 604 Class B shares.

  6. 2025 Director Compensation

    2025 Director Compensation

  7. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Janet M. Coletti | $120,000 | $125,088 | $— | $245,088 | | Donald R. Fishback | 135,000 | 125,088 | — | 260,088 | | William G. Gisel, Jr. | 120,000 | 125,088 | — | 245,088 | | Peter J. Gundermann | 120,000 | 125,088 | — | 245,088 | | Kraig H. Kayser | 135,000 | 125,088 | — | 260,088 | | Brian J. Lipke(2) | 60,000 | 125,088 | — | 185,088 | | Mahesh Narang | 120,000 | 125,088 | — | 245,088 | | Brenda L. Reichelderfer | 120,000 | 125,088 | — | 245,088 | | John R. Scannell | 260,000 | 125,088 | — | 385,088 |

  8. 2025 Director Compensation

    (1)This column shows the aggregate grant date fair value of Class B shares granted in fiscal 2025. (2)Mr. Lipke retired from the Board immediately prior to the 2025 Annual Meeting. During fiscal 2025, the number of Class B shares granted to each non-employee director were as follows:

  9. 2025 Director Compensation

    | Name | Grant Date | Common Stock | Number of Shares Awarded (#) | Market Price on Grant Date ($) | | Janet M. Coletti | 11/12/2024 | Class B | 604 | $207.10 | | Donald R. Fishback | 11/12/2024 | Class B | 604 | 207.10 | | William G. Gisel, Jr. | 11/12/2024 | Class B | 604 | 207.10 | | Peter J. Gundermann | 11/12/2024 | Class B | 604 | 207.10 | | Kraig H. Kayser | 11/12/2024 | Class B | 604 | 207.10 | | Brian J. Lipke(1) | 11/12/2024 | Class B | 604 | 207.10 | | Mahesh Narang | 11/12/2024 | Class B | 604 | 207.10 | | Brenda L. Reichelderfer | 11/12/2024 | Class B | 604 | 207.10 | | John R. Scannell | 11/12/2024 | Class B | 604 | 207.10 |

  10. 2025 Director Compensation

    The aggregate number of SARs on Class A and Class B shares held by each non-employee director as of September 27, 2025 was as follows:

  11. 2025 Director Compensation

    | Name | SARs on Moog Class A Shares (#) | SARs on Moog Class B Shares (#) | | Janet M. Coletti | — | — | | Donald R. Fishback | 3,333 | 29,836 | | William G. Gisel, Jr. | — | — | | Peter J. Gundermann | — | 2,500 | | Kraig H. Kayser | — | — | | Mahesh Narang | — | — | | Brenda L. Reichelderfer | — | — | | John R. Scannell | 5,000 | 148,943 |

  12. 2025 Director Compensation

    Expense Reimbursement Non-employee directors are reimbursed for travel and other out-of-pocket expenses in the performance of their duties. Indemnification Agreements Moog has indemnification agreements with our directors. These agreements provide that directors are covered under our directors and officers liability insurance, which indemnifies directors to the extent permitted by law and allows for the advance of funds to directors to cover expenses subject to reimbursement if it is later determined indemnification is not permitted. Deferred Compensation Plan We maintain a deferred compensation plan for our non-employee directors, which allows such directors to defer all or part of their cash fees. Directors deferring cash fees must notify the Company of any changes to the elections to defer fees for a calendar year by the end of the preceding calendar year, with new directors having 30 days to make such an election. Directors deferring cash fees accrue interest monthly at the average of the six month Treasury bill rate. Notwithstanding the foregoing, effective for monthly credits beginning in November 2021, the monthly credit will be based on the sum of (1) the average annual yield curve rates during the applicable month for United States Treasury Bonds of 5 years maturity, plus (2) 2.50%, divided by 12. During fiscal 2025, one director participated in this plan. The table below shows the amounts deferred for fiscal 2025.

  13. 2025 Director Compensation

    | Name | Fiscal 2025 Cash Fees Percent Deferred (%) | Payment of Deferred Fees from Prior Years ($) | | Janet M. Coletti | — | $— | | Donald R. Fishback | — | — | | William G. Gisel, Jr. | 100% | — | | Peter J. Gundermann | — | — | | Kraig H. Kayser | — | — | | Brian J. Lipke(1) | — | — | | Mahesh Narang | — | — | | Brenda L. Reichelderfer | — | — | | John R. Scannell | — | — |

  14. Executive Summary

    Executive Summary The objective of the Company’s executive compensation program is to provide a compensation package that will attract, retain, motivate and reward superior executives who must operate in a highly competitive and technologically challenging environment. 2025 Performance Fiscal 2025 was a record year for the Company. Sales of $3.9 billion were up 7% compared to fiscal 2024, driven primarily by higher demand across the aerospace and defense portfolio. Our reported earnings per share for fiscal 2025 of $7.33 included $1.36 per share of charges primarily associated with simplification initiatives, costs associated with a dispute with a customer and program terminations. Cash flows from operating activities in fiscal 2025 were $273 million. Capital deployment in fiscal 2025 included $100 million for share repurchases, $41 million for the acquisition of COTSWORKS and $36 million for payments of dividends. Additional information regarding the Company's financial results may be found in the audited financial statements in Moog’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025. Additional information regarding adjustments made between the Company’s reported and adjusted results can be accessed in the Earnings Release Presentation published with the fiscal 2025 fourth quarter earnings press release on our website at www.moog.com by selecting Investors, Financials and then Quarterly Results. 2025 Executive Compensation Assessment The Executive Compensation Committee uses data provided by Korn Ferry, our compensation consultant, to establish competitive salaries for each of the NEOs. Information regarding the compensation consultant and this analysis is provided in greater detail throughout the CD&A. Our total direct compensation programs consist of base salary, short-term incentive (“STI”) and long-term incentive (“LTI”), as well as other benefits, each of which are discussed below. However, the Executive Compensation Committee also considers how our total compensation compares with the total compensation of comparable executives in peer organizations and the broader marketplace. In summary, the key aspects of the Company’s compensation for the NEOs are as follows: •Base salary increases tied to market benchmarks, time in position and individual job performance; •STI based upon adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”) performance; •LTI awards in the form of performance-based restricted stock units ("PSUs") and TVAs that link NEO compensation to long-term shareholder interests; and •Benefits that include retirement and medical coverage. Moog’s executive compensation compared to market can be summarized as: •Base salaries are between 85% and 100% of market median with an average of 90%; •Total Cash Compensation ("TCC") for all NEOs falls between 78% and 88% of market median with an average of 81%; and •Total Direct Compensation ("TDC") for all NEOs falls between 72% and 81% of market median, with an average of 78%.

  15. Executive Summary

    | What We Do | What We Don't Do | | Pay for performance philosophy | No re-pricing SAR awards | | Capped incentive payouts | No guaranteed salary increases or guaranteed incentive bonuses for NEOs | | Challenging performance objectives through multiple metrics and overlapping multi-year time horizons | No permitted hedging, pledging, short sale or derivative transactions in Company stock | | Stock ownership guidelines for officers and directors | No excessive perquisites | | Independent compensation consultant retained directly by Executive Compensation Committee | No excessive dilution: as of September 27, 2025, total dilution from outstanding equity awards was approximately 1% of the Company's outstanding shares | | Change in control agreements are double triggered | | | Executive Compensation Committee reviews compensation related risks | | | Clawback policy that requires recoupment of cash and equity under specified circumstances | |

  16. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Moog seeks to fulfill the objective of its executive compensation program by linking annual changes in executive compensation to overall Company performance, as well as each individual’s contribution to the results achieved. The emphasis on overall Company performance is intended to align the executives’ financial interests with the interests of shareholders. Moog also seeks fairness in total compensation with reference to external comparisons, internal comparisons and the relationship between management and non-management remuneration. The Company’s executive compensation program aims to take a balanced approach. We recognize that near-term shareholder value can be created by the achievement of near-term results. To reward near-term success, annual salary increases are linked to market rates and individual job performance. The STI payment reflects performance against an annual Adjusted EBITDA target. The Company’s business, particularly in aerospace and defense, requires that executives make decisions and commitments where benefits, in financial terms, take years to develop. The LTI awards are intended to reward long-term success and to align executives’ financial interests with those of long-term shareholders through the award of PSUs and TVAs. The PSUs vest conditionally based on a three-year performance period, using sales and operating margin targets. The Company believes that its total executive compensation program maintains alignment between both short and long-term incentives, Company performance and the interests of shareholders. The performance metrics selected for use under our STI and LTI plans were chosen because of their use within the Company as key performance indicators.

  17. Market Assessment

    Market Assessment The Basis of Comparison As part of their review process, Korn Ferry makes comparisons of the Company’s compensation program to two groups of companies. The first comparison is with Korn Ferry’s proprietary Industrial Executive Compensation Report. The second comparison is with a group of fifteen companies whose businesses are similar to Moog’s and whose revenues are reasonably comparable. Korn Ferry reviews this peer group each year and recommends changes where appropriate. One change was made to the peer group in fiscal 2025. Barnes Group Inc. was removed after it was acquired by Apollo Global Management in January 2025. Korn Ferry reviewed and did not recommend any additions at this time; however, it has identified potential peers should the Executive Compensation Committee wish to expand this group in the future. The full list of peers for fiscal 2025 is shown below:

  18. Competitive Analysis of Total Direct Compensation

    Competitive Analysis of Total Direct Compensation Each year, the Executive Compensation Committee conducts a market assessment to compare the compensation of the Company’s NEOs to that of executives in comparable positions. The analysis for fiscal 2025 was based upon current annual base salary, on-target STI bonus payout and the most recent LTI grant value for each NEO's position. The market assessment used by the Executive Compensation Committee of the Board relies on the following considerations: •The CEO and CFO market data for base salary, TCC and TDC, which is a 50/50 mix of Moog’s peer group and data from the Korn Ferry General Market Executive Compensation Report. For the other NEOs, it is drawn from the Korn Ferry survey data only. This approach widens the number of companies used for comparative purposes, thereby reducing the impact that individual changes within the peer group may have. •Where peer group data is used, it has been taken on a like-for-like basis. The CEO and CFO are matched to equivalent peer company roles. For the Korn Ferry survey, like-for-like data is used with equivalent roles (CEO, CFO, Division Head). The survey data also uses Korn Ferry proprietary job evaluation system scores as a further means of ensuring the comparisons are accurate. •Rather than comparing the value of the individual elements of compensation to market, the cumulative position is shown, so that the competitiveness of each element can be seen as they are combined. This assessment, amongst other considerations, is used by the Executive Compensation Committee when determining NEO compensation.

  19. Principal Elements of the Executive Compensation Program

    Principal Elements of the Executive Compensation Program Base Salary The Executive Compensation Committee uses Korn Ferry’s Job Evaluation methodology for executive roles, including its NEOs. Each NEO has an evaluation score based upon this methodology that is used to benchmark compensation. Korn Ferry provides annual peer-company salary data, as well as data from their wider executive compensation survey. This information provides the basis for determining a competitive base salary for each position. NEOs’ base salaries are reviewed annually and adjustments are based on a comparison with market benchmarks, time in position and individual job performance. Short Term Incentive (STI) The Company’s senior managers and executives, including the NEOs, participate in the STI plan in which bonus payouts each year are a function of the Company’s performance against an annual Adjusted EBITDA target, with any payout depending entirely on this performance achievement. The Company uses this metric to underscore the importance of collaboration at all levels of leadership. The Company supplies products to a diverse array of customers in a variety of global markets. The common thread is that the technology used in our high-performance precision motion and fluid controls and control systems and our other key technical resources are transferable from one segment to another in response to fluctuating customer demands. Having our senior leadership focus on “what’s good for the Company” has been an important factor in the Company’s performance. For a detailed explanation of the STI calculation method, refer to the Short Term Incentive (STI) section under The Process Used to Determine Compensation beginning on page 23. Long Term Incentive (LTI) Equity Grant Practices The Executive Compensation Committee typically approves annual equity compensation awards for the Company's NEOs and other awardees at its November meeting, which is generally scheduled a year in advance. The Executive Compensation Committee, or the CEO pursuant to authority delegated by the Executive Compensation Committee, may also, from time to time, grant equity compensation awards to newly hired or newly promoted executives at other times during the year. Grants made to the CEO are solely determined by the Executive Compensation Committee. Any proposed changes to equity-based compensation awards must be reviewed and approved by the Executive Compensation Committee and ratified by the Board. Under our equity award grant practice, the grant date is the date on which the Executive Compensation Committee acts to approve the award, unless the Executive Compensation Committee establishes the grant date as a specified future date. We do not grant equity compensation awards in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity award grant dates for the purpose of affecting the value of any award to NEOs. Moog Inc. 2025 Long Term Incentive Plan (2025 LTI Plan) In February 2025, the 2025 LTI Plan was approved by shareholders, providing for the grant of awards covering 1,500,000 Class A or Class B shares of stock. The 2025 LTI Plan was implemented to provide a flexible framework that permits the development and implementation of a variety of stock-based programs based on the changing needs of the Company, its competitive market and the regulatory climate. The Plan is a successor to the 2014 LTI Plan. No additional grants shall be made under the 2014 LTI Plan on and after the effective date of the 2025 LTI Plan. Outstanding awards granted under the 2014 LTI Plan continue in effect according to their terms. Moog Inc. 2014 Long Term Incentive Plan (2014 LTI Plan) In January 2015, the 2014 LTI Plan was approved by shareholders, providing for the grant of awards covering 2,000,000 Class A or Class B shares of stock. The 2014 LTI Plan was implemented to provide a more flexible framework that permits the development and implementation of a variety of stock-based incentives, which enable the Company to base awards on key performance metrics, as well as to further align our LTI compensation with our peers and shareholder interests. Fiscal 2025 LTI Awards The LTI awards granted in fiscal 2025 were granted pursuant to the terms of the 2014 LTI Plan and consisted of PSUs and TVAs. PSUs provide an equity compensation element that is linked to key Company performance indicators. The number of PSUs that will vest depends on growth and profitability performance, which will be measured at the end of a three-year performance period. TVAs balance the Company's LTI mix in the form of cash-denominated, time-vested awards that may be settled in cash or a number of shares of stock based upon the current stock price at vesting. It is intended that TVAs will be settled with Class B shares upon vesting. Occasionally, restricted stock awards ("RSAs") are awarded to eligible executives as a fully vested stock bonus award. There were no stock bonus awards granted in fiscal 2025. All LTI awards granted in fiscal 2025 were issued in underlying Class B shares. The number of annual PSUs and TVAs awarded in fiscal 2025 was determined, in part, utilizing Korn Ferry peer company survey data as part of the analysis. Individual performance is not used to determine the number of awards granted to any NEO.

  20. Other Benefits and Perquisites

    Other Benefits and Perquisites Retirement Programs The Company believes retirement plans are a key element in attracting and retaining employees at all levels of the organization. The Company maintains both defined benefit and defined contribution plans directly in the U.S. and via various subsidiaries outside the U.S. Employees hired in the U.S. after January 1, 2008 are covered under a defined contribution plan. Of the NEOs, Ms. Walter participates in the U.S. defined benefit retirement plan and all NEOs participate in either a defined benefit or defined contribution supplemental plan. Mr. Roche also has deferred benefits in an Ireland defined benefit plan. These plans are described in more detail along with officers’ other pension benefits in the sections under Pension Benefits beginning on page 36. The value of pension benefits for each NEO can be found in the 2025 Pension Benefits Table on page 39. Medical Coverage The NEOs participate in the same health insurance programs available to all employees. In addition, our executive officers have coverage under an enhanced medical insurance policy that generally covers all unpaid healthcare expenses deductible under Internal Revenue Service ("IRS") guidelines in the U.S. or receive equivalent expense reimbursements outside the U.S. This supplemental coverage plan was established in accordance with industry practice for senior executives. We believe that conforming to industry standards aids in executive retention. Vacation, Disability and Group Life Insurance NEOs participate in the same vacation, disability and life insurance programs as all other Moog employees. Life insurance coverage for employees is based upon a multiple of salary, with the multiple for the NEOs generally being two and a half times annual salary. Termination Benefits NEOs and other members of executive management are provided termination benefit agreements that are triggered under certain circumstances, including upon a termination of employment in connection with a change in control. The terms across the termination benefit agreements vary depending upon the version of the agreement executed. Generally, under these agreements, executive officers receive salary continuance for up to three years based upon length of service; STI on a prorated basis in the year of termination; outplacement services; and certain welfare benefit coverage and club dues for one year. These agreements are designed to retain executives and provide continuity of management in the event of a change in control. The Company believes that these severance and change in control benefits are required to attract and retain executive talent in a marketplace where such benefits are commonly offered. For additional information, refer to the section on Potential Payments Upon Termination or Change in Control beginning on page 40. Other Benefits The Company reimburses fees for membership in certain private clubs so that the Company’s executives have these facilities available for entertaining customers, conducting Company business and fulfilling community responsibilities.

  21. The Process Used to Determine Compensation

    (1) Messrs. Schaff, Alfieri and Graczyk’s salary increases also reflect market adjustments based upon their respective positions as Vice President & President, Commercial Aircraft, Vice President & President, Space and Defense and Vice President & President, Military Aircraft. Short Term Incentive (STI) Annual bonuses paid to senior managers and executives are developed in accordance with the Moog Inc. 2025 Short Term Incentive Plan ("STI plan"). Payments under the STI plan are paid to participants based on the Company's performance against an annual Adjusted EBITDA target. For purposes of the STI plan, Adjusted EBITDA is defined as reported earnings before interest, tax, depreciation and amortization excluding, but not limited to, the impacts of non-operating events and the gain or loss on asset sales. The following table shows the fiscal 2025 performance target range:

  22. The Process Used to Determine Compensation

    | Adjusted EBITDA (in millions) | Actual ($) | Performance (%) | Target Payout (% of base salary) | Payout (% of base salary) | | CEO | $540 | 114% | 100% | 114.0% | | NEOs (other than CEO) | $540 | 114% | 60% | 68.4% |

  23. The Process Used to Determine Compensation

    | Name | PSUs(1) (#) | TVAs ($) | Total Grant Date Fair Value ($) | | Pat Roche | 7,549 | $1,500,000 | $3,063,398 | | Jennifer Walter | 1,888 | 375,000 | 766,005 | | Michael Schaff | 1,259 | 250,000 | 510,739 | | Joseph Alfieri | 1,259 | 250,000 | 510,739 | | Mark Graczyk | 1,259 | 250,000 | 510,739 |

  24. The Process Used to Determine Compensation

    (1)Column represents the target number of PSUs. These awards were granted under the 2014 LTI Plan and, in respect to the PSUs, were issued in underlying Class B shares. The TVAs each vest ratably over a three-year period. The PSUs will vest at the end of a three-year performance period and the number of PSUs earned will be determined based upon the level of performance achieved against two performance criteria. PSUs have the potential to be earned between zero and two times the number of target units awarded. In years when performance is considered adequate, the Executive Compensation Committee has invited the CEO to make recommendations for LTI awards for all executive officers other than himself. These recommendations were either approved or adjusted by the Executive Compensation Committee, taking into consideration Korn Ferry's assessment of the market competitiveness of each executive officer's total compensation. The Korn Ferry analysis indicates that the value of the Company's awards in PSUs and TVAs is below the median of peer companies. With regard to the CEO, Mr. Roche, PSU and TVA awards were determined by the Executive Compensation Committee. In fiscal 2025, a total of 25,728 PSUs and $5,107,000 of TVAs were awarded to all eligible executives, including the NEOs. PSU awards contain such terms and conditions as determined by the Executive Compensation Committee, subject to the terms of the 2014 LTI Plan, including the dates on which the PSUs vest and settle, the performance criteria which the awards are based on and the way in which awards will be linked to performance targets. PSUs vest and settle pursuant to the terms and conditions outlined in each participant’s award agreement, as determined by the Executive Compensation Committee. Except as described in Potential Payments upon Termination or Change in Control beginning on page 40, PSUs do not vest earlier than the end of the three-year performance period, at which time they vest in accordance with the level of performance attained upon certification by the Executive Compensation Committee. Under the 2014 LTI Plan, the total number of shares of Moog stock subject to PSUs that may be awarded to any one employee during any fiscal year of the Company may not exceed 100,000 shares. For the fiscal 2025 grant, the performance measures used for PSUs were sales and operating margin targets. Sales target is defined as the cumulative consolidated sales across the performance period and operating margin target is defined as an average of the consolidated adjusted operating margin for each fiscal year during the performance period. The Company does not publicly disclose the specific performance target levels as they constitute highly confidential information that would result in competitive harm. The targets approved by the Executive Compensation Committee and the Board are rigorous and challenging and were set sufficiently high enough to be difficult, but not unattainable to achieve. TVAs contain such terms and conditions as determined by the Executive Compensation Committee, subject to the terms of the 2014 LTI Plan, including the dates on which the TVAs vest and settle and whether the TVAs will be settled in the form of cash or a number of Class B shares, determined using the current stock price upon settlement. TVAs vest and settle pursuant to the terms and conditions outlined in each participant’s award agreement, as determined by the Executive Compensation Committee. Except as described in Potential Payments upon Termination or Change in Control beginning on page 40, TVAs vest ratably over three years from the date of grant. Each vested fixed dollar tranche of a TVA will settle in Class B shares using the fair market value, as defined in the 2014 LTI Plan, of the Class B shares on the date of vesting of such tranche. While it is intended that TVAs will be settled in Class B shares, the Company reserves the right, at its discretion, to settle vested amounts in cash rather than issue shares. RSAs contain such terms and conditions as determined by the Executive Compensation Committee, subject to the terms of the long term incentive plan under which such RSAs are issued, including the date on which the RSAs vest and settle. There were no RSAs granted to NEOs during fiscal 2025. The Executive Compensation Committee remains mindful of the relationship between the number of stock-based compensation awards granted and the shares outstanding. As of fiscal 2025 year-end, the shares related to the Company’s outstanding awards were approximately 1% of the total outstanding shares.

  25. Distinguishing "Awarded" Pay from "Reported" Pay in 2025

    | Name and Principal Position | Year(1) | Salary(2) ($) | Bonus ($) | Stock Awards(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Pat Roche | 2025 | $1,087,932 | $— | $3,063,398 | $— | $1,251,638 | $195,142 | $5,598,110 | | President, CEO & Director | 2024 | 1,030,200 | — | 2,322,512 | — | 1,043,827 | 219,261 | 4,615,800 | | | 2023 | 888,334 | — | 1,772,181 | — | 702,103 | 383,419 | 3,746,037 | | Jennifer Walter | 2025 | $623,193 | $— | $766,005 | $— | $430,181 | $37,192 | $1,856,571 | | Executive Vice President & CFO | 2024 | 590,121 | — | 671,040 | — | 448,447 | 32,276 | 1,741,884 | | | 2023 | 578,656 | — | 587,414 | — | 379,193 | 31,477 | 1,576,740 | | Michael Schaff(6) | 2025 | $515,850 | $— | $510,739 | $— | $362,368 | $137,914 | $1,526,871 | | Vice President & President, Commercial Aircraft | 2024 | 455,592 | — | 366,548 | — | 352,798 | 114,605 | 1,289,543 | | | 2023 | — | — | — | — | — | — | — | | Joseph Alfieri(6) | 2025 | $515,850 | $— | $510,739 | $— | $362,368 | $84,074 | $1,473,031 | | Vice President & President, Space and Defense | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Mark Graczyk(6) | 2025 | $515,850 | $— | $510,739 | $— | $362,368 | $83,421 | $1,472,378 | | Vice President & President, Military Aircraft | 2024 | 455,592 | — | 366,548 | — | 352,798 | 71,085 | 1,246,023 | | | 2023 | — | — | — | — | — | — | — |

  26. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table below presents dollar amounts computed as required under SEC rules. The amounts shown for equity-based awards reflect the aggregate grant date fair value. These amounts do not reflect the current or prospective value of these awards to the executive. The amounts shown under the column “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” reflect the change in the actuarial present value of each NEO’s retirement benefits and any above market or preferential earnings under the Moog Inc. Retirement Savings Restoration Plan (“Restoration Plan”). The pension values for fiscal 2025 reflect the impact of changes in interest rates on actuarial present value calculations, years of credited service and changes in compensation levels.

  27. 2025 Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary(2) ($) | Bonus ($) | Stock Awards(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Pat Roche | 2025 | $1,087,932 | $— | $3,063,398 | $— | $1,251,638 | $2,806,762 | $195,142 | $8,404,872 | | President, CEO & Director | 2024 | 1,030,200 | — | 2,322,512 | — | 1,043,827 | 5,571,389 | 219,261 | 10,187,189 | | | 2023 | 888,334 | — | 1,772,181 | — | 702,103 | 2,269,748 | 383,419 | 6,015,785 | | Jennifer Walter | 2025 | $623,193 | $— | $766,005 | $— | $430,181 | $48,786 | $37,192 | $1,905,357 | | Executive Vice President & CFO | 2024 | 590,121 | — | 671,040 | — | 448,447 | 222,664 | 32,276 | 1,964,548 | | | 2023 | 578,656 | — | 587,414 | — | 379,193 | 41,448 | 31,477 | 1,618,188 | | Michael Schaff(7) | 2025 | $515,850 | $— | $510,739 | $— | $362,368 | $1,785 | $137,914 | $1,528,656 | | Vice President & President, Commercial Aircraft | 2024 | 455,592 | — | 366,548 | — | 352,798 | 9,519 | 114,605 | 1,299,062 | | | 2023 | — | — | — | — | — | — | — | — | | Joseph Alfieri(7) | 2025 | $515,850 | $— | $510,739 | $— | $362,368 | $7,310 | $84,074 | $1,480,341 | | Vice President & President, Space and Defense | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Mark Graczyk(7) | 2025 | $515,850 | $— | $510,739 | $— | $362,368 | $4,681 | $83,421 | $1,477,059 | | Vice President & President, Military Aircraft | 2024 | 455,592 | — | 366,548 | — | 352,798 | 2,664 | 71,085 | 1,248,687 | | | 2023 | — | — | — | — | — | — | — | — |

  28. 2025 Summary Compensation Table

    (1)The years reported are the Company’s fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023. (2)Includes amounts, if any, deferred at the direction of the NEO pursuant to the Company’s 401(k) Plan. (3)This column shows the aggregate grant date fair value computed in accordance with ASC 718 for the PSUs granted under the LTI for the fiscal years reported and the fixed dollar amounts of TVAs granted under the LTI for the fiscal years reported. With respect to the PSUs, this value is based on the fair value of the equity-based award multiplied by the number of securities underlying the target PSUs and represents the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule. For purposes of the figures set forth in the above table, the probable performance outcome with respect to PSUs granted in fiscal 2025 is target level performance. The fair value of the PSUs granted in fiscal 2025 assuming achievement at the maximum level of 200% is as follows: Mr. Roche - $3,126,796, Ms. Walter - $782,010 and Messrs. Schaff, Alfieri and Graczyk - $521,478. A discussion of the assumptions used in calculating these values may be found in Note 19 - Equity-Based Compensation to the audited financial statements in Moog’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025. (4)This column shows the STI plan compensation as described in The Process Used to Determine Compensation beginning on page 23 for the fiscal years reported. Includes amounts, if any, deferred at the direction of the executive officer pursuant to the Company’s 401(k) Plan. (5)The aggregate change in actuarial present value is determined using mortality rates, interest rate and other assumptions consistent with those used in our financial statements. The amounts in this column represent the aggregate change in the actuarial present value of the officer’s accumulated retirement benefits under the Moog Inc. Employee Retirement Plan ("ERP") and the Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Plan (“PERI-SERP”) and above-market or preferential earnings under the Restoration Plan. For additional information, refer to the 2025 Pension Benefits Table on page 39 and the table for 2025 Non-Qualified Deferred Compensation on page 39. (6)The table below shows the components of this column, which generally include group life and executive insurance premiums, Company contributions to the Company’s defined contribution plans, including under the Restoration Plan and other perquisites. The amounts represent the amount paid by, or the incremental cost to, the Company.

  29. 2025 Summary Compensation Table

    | Name | Year | Group Life Insurance Premium ($) | Executive Medical Premiums & Reimbursements ($) | Executive Disability Premiums ($) | Company Contributions - Defined Contribution Plan(s)(a) ($) | Cash Paid In-Lieu of Vacation ($) | Miscellaneous Compensation(b) ($) | | Pat Roche | 2025 | $6,580 | $6,122 | $4,493 | $160,996 | $— | $16,951 | | Jennifer Walter | 2025 | 3,769 | 6,422 | 4,493 | 1,725 | 19,835 | 948 | | Michael Schaff | 2025 | 3,124 | 6,272 | 4,493 | 71,093 | 37,084 | 15,848 | | Joseph Alfieri | 2025 | 3,124 | 6,472 | 4,493 | 64,077 | — | 5,908 | | Mark Graczyk | 2025 | 3,124 | 6,122 | 4,493 | 64,078 | — | 5,604 |

  30. 2025 Summary Compensation Table

    (a)The amounts include Company contributions to the Company’s defined contribution plan for each NEO and, for Messrs. Roche, Schaff, Alfieri and Graczyk, includes Company contributions to the Restoration Plan. (b)Miscellaneous Compensation principally consists of perquisites such as club dues and auto expenses. Miscellaneous Compensation for Mr. Roche includes $7,096 related to tax equalization. (7)Messrs. Schaff and Graczyk were not NEOs in fiscal 2023 and Mr. Alfieri was not a NEO in fiscal 2024 and 2023, so compensation is not reported for those fiscal years.

  31. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table summarizes the grants of plan-based awards made to the NEOs in the 2025 Summary Compensation Table during the fiscal year ended September 27, 2025. All non-cash settled awards that were granted in fiscal 2025 will be settled in underlying Class B shares.

  32. 2025 Grants of Plan-Based Awards

    | Name & Type of Award | Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(4) ($)(#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Pat Roche | | | | | | | | | | | | | STI(2) | N/A | $548,964 | $1,097,928 | $2,195,856 | — | — | — | — | — | $— | $— | | PSU(3) | 11/12/2024 | — | — | — | 3,775 | 7,549 | 15,098 | — | — | — | 1,563,398 | | TVA | 11/12/2024 | — | — | — | — | — | — | $1,500,000 | — | — | 1,500,000 | | Jennifer Walter | | | | | | | | | | | | | STI(2) | N/A | $188,676 | $377,351 | $754,703 | — | — | — | — | — | $— | $— | | PSU(3) | 11/12/2024 | — | — | — | 944 | 1,888 | 3,776 | — | — | — | 391,005 | | TVA | 11/12/2024 | — | — | — | — | — | — | $375,000 | — | — | 375,000 | | Michael Schaff | | | | | | | | | | | | | STI(2) | N/A | $158,933 | $317,867 | $635,734 | — | — | — | — | — | $— | $— | | PSU(3) | 11/12/2024 | — | — | — | 630 | 1,259 | 2,518 | — | — | — | 260,739 | | TVA | 11/12/2024 | — | — | — | — | — | — | $250,000 | — | — | 250,000 | | Joseph Alfieri | | | | | | | | | | | | | STI(2) | N/A | $158,933 | $317,867 | $635,734 | — | — | — | — | — | $— | $— | | PSU(3) | 11/12/2024 | — | — | — | 630 | 1,259 | 2,518 | — | — | — | 260,739 | | TVA | 11/12/2024 | — | — | — | — | — | — | $250,000 | — | — | 250,000 | | Mark Graczyk | | | | | | | | | | | | | STI(2) | N/A | $158,933 | $317,867 | $635,734 | — | — | — | — | — | $— | $— | | PSU(3) | 11/12/2024 | — | — | — | 630 | 1,259 | 2,518 | — | — | — | 260,739 | | TVA | 11/12/2024 | — | — | — | — | — | — | $250,000 | — | — | 250,000 |

  33. 2025 Grants of Plan-Based Awards

    (1)The grant date is the date the Board ratifies the Executive Compensation Committee’s approval of the awards. (2)Actual amounts paid in cash under the STI plan in fiscal 2025 are reflected in the "Non-Equity Incentive Plan Compensation" column of the 2025 Summary Compensation Table on page 28. STI has specified threshold, target and maximum performance payout levels such that performance below threshold results in no STI being earned, performance at threshold results in 50% of the on-target STI being earned and performance at maximum results in 200% of the on-target STI being earned. Payouts are subject to the terms of the STI plan, as described in The Process Used to Determine Compensation beginning on page 23. (3)The NEOs were granted PSUs in fiscal 2025 that could settle in Class B shares at the end of the three-year performance period based on two equally-weighted performance criteria. Each criterion has a specified threshold, target and maximum performance payout levels such that performance below threshold results in no PSUs being earned, performance at target results in 50% of the maximum PSUs being earned and performance at maximum results in 100% of the maximum PSUs being earned. Proportional adjustment(s) will be applied for performance falling between threshold and target or target and maximum payout. The NEOs may receive between 0% and 200% of the target number of PSUs granted at the end of the performance period based upon the combined performance criteria. (4)The dollar amount shown in this column represents the fixed dollar value of a TVA granted to each NEO during fiscal 2025. Pursuant to the terms of the award agreements, each TVA vests in equal annual fixed dollar tranches over a three year period beginning one year after the date of grant. Each vested fixed dollar tranche of a TVA will settle in Class B shares using the "fair market value" (as defined in the 2014 LTI Plan) of the Class B shares on the date of vesting of such tranche. The Company reserves the right, at its discretion, to settle vested amounts in cash rather than shares, pursuant to the terms of the award agreements. (5)This column shows the aggregate grant date fair value computed in accordance with ASC 718. For PSUs, the actual value of units received will depend on the Company’s performance and market value of common stock at the time of settlement. The grant date fair value is based on the fair value of the equity-based award multiplied by the number of securities underlying the target PSUs. This represents the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule. For TVAs, the amount represents the fixed dollar amount of the award at the time of grant. The amounts do not reflect the actual amounts that may be realized by the executive officers. Assumptions made in the calculations of these amounts may be found in Note 19 - Equity-Based Compensation to the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025.

  34. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  35. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Common Stock | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) ($) | Market Value of Shares or Units That Have Not Vested(4) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | Pat Roche | | | | | | | | | | | | | 11/17/2015 | Class A | 3,333 | — | $63.040 | 11/17/2025 | $— | $— | — | $— | | | 11/17/2015 | Class B | 3,367 | — | 65.900 | 11/17/2025 | — | — | — | — | | | 11/15/2016 | Class B | 10,000 | — | 71.648 | 11/15/2026 | — | — | — | — | | | 11/14/2017 | Class B | 6,181 | — | 82.310 | 11/14/2027 | — | — | — | — | | | 11/13/2018 | Class B | 6,988 | — | 80.190 | 11/13/2028 | — | — | — | — | | | 11/12/2019 | Class B | 6,794 | — | 85.950 | 11/12/2029 | — | — | — | — | | | 11/17/2020 | Class B | 4,452 | — | 73.390 | 11/17/2030 | — | — | — | — | | | 11/16/2021 | Class B | 8,757 | — | 83.000 | 11/16/2031 | — | — | — | — | | | 11/15/2022 | Class B | — | — | — | — | 291,666 | 291,666 | — | — | | | 11/14/2023 | Class B | — | — | — | — | — | — | 9,489 | 1,954,734 | | | 11/14/2023 | Class B | — | — | — | — | 750,000 | 750,000 | — | — | | | 11/12/2024 | Class B | — | — | — | — | — | — | 7,549 | 1,555,094 | | | 11/12/2024 | Class B | — | — | — | — | 1,500,000 | 1,500,000 | — | — | | Jennifer Walter | | | | | | | | | | | | | 11/15/2016 | Class B | 2,000 | — | $71.648 | 11/15/2026 | $— | $— | — | $— | | | 11/14/2017 | Class B | 1,611 | — | 82.310 | 11/14/2027 | — | — | — | — | | | 11/13/2018 | Class B | 1,741 | — | 80.190 | 11/13/2028 | — | — | — | — | | | 11/12/2019 | Class B | 11,323 | — | 85.950 | 11/12/2029 | — | — | — | — | | | 11/17/2020 | Class B | 7,611 | — | 73.390 | 11/17/2030 | — | — | — | — | | | 11/16/2021 | Class B | 6,539 | — | 83.000 | 11/16/2031 | — | — | — | — | | | 11/15/2022 | Class B | — | — | — | — | 96,666 | 96,666 | — | — | | | 11/14/2023 | Class B | — | — | — | — | — | — | 2,742 | 564,852 | | | 11/14/2023 | Class B | — | — | — | — | 216,666 | 216,666 | — | — | | | 11/12/2024 | Class B | — | — | — | — | — | — | 1,888 | 388,928 | | | 11/12/2024 | Class B | — | — | — | — | 375,000 | 375,000 | — | — | | Michael Schaff | | | | | | | | | | | | | 11/14/2017 | Class B | 806 | — | $82.310 | 11/14/2027 | $— | $— | — | $— | | | 11/13/2018 | Class B | 1,741 | — | 80.190 | 11/13/2028 | — | — | — | — | | | 11/12/2019 | Class B | 1,736 | — | 85.950 | 11/12/2029 | — | — | — | — | | | 11/17/2020 | Class B | 1,089 | — | 73.390 | 11/17/2030 | — | — | — | — | | | 11/16/2021 | Class B | 992 | — | 83.000 | 11/16/2031 | — | — | — | — | | | 11/15/2022 | Class B | — | — | — | — | 14,000 | 14,000 | — | — | | | 11/14/2023 | Class B | — | — | — | — | — | — | 1,498 | 308,588 | | | 11/14/2023 | Class B | — | — | — | — | 118,333 | 118,333 | — | — | | | 11/12/2024 | Class B | — | — | — | — | — | — | 1,259 | 259,354 | | | 11/12/2024 | Class B | — | — | — | — | 250,000 | 250,000 | — | — |

  36. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Common Stock | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) ($) | Market Value of Shares or Units That Have Not Vested(4) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | Joseph Alfieri | | | | | | | | | | | | | 11/12/2019 | Class B | 868 | — | $85.950 | 11/12/2029 | $— | $— | — | $— | | | 11/17/2020 | Class B | 1,089 | — | 73.390 | 11/17/2030 | — | — | — | — | | | 11/16/2021 | Class B | 992 | — | 83.000 | 11/16/2031 | — | — | — | — | | | 11/15/2022 | Class B | — | — | — | — | 14,000 | 14,000 | — | — | | | 11/14/2023 | Class B | — | — | — | — | — | — | 1,498 | 308,588 | | | 11/14/2023 | Class B | — | — | — | — | 118,333 | 118,333 | — | — | | | 11/12/2024 | Class B | — | — | — | — | — | — | 1,259 | 259,354 | | | 11/12/2024 | Class B | — | — | — | — | 250,000 | 250,000 | — | — | | Mark Graczyk | | | | | | | | | | | | | 11/14/2017 | Class B | 806 | — | $82.310 | 11/14/2027 | $— | $— | — | $— | | | 11/13/2018 | Class B | 1,741 | — | 80.190 | 11/13/2028 | — | — | — | — | | | 11/12/2019 | Class B | 1,736 | — | 85.950 | 11/12/2029 | — | — | — | — | | | 11/17/2020 | Class B | 1,089 | — | 73.390 | 11/17/2030 | — | — | — | — | | | 11/16/2021 | Class B | 992 | — | 83.000 | 11/16/2031 | — | — | — | — | | | 11/15/2022 | Class B | — | — | — | — | 14,000 | 14,000 | — | — | | | 11/14/2023 | Class B | — | — | — | — | — | — | 1,498 | 308,588 | | | 11/14/2023 | Class B | — | — | — | — | 118,333 | 118,333 | — | — | | | 11/12/2024 | Class B | — | — | — | — | — | — | 1,259 | 259,354 | | | 11/12/2024 | Class B | — | — | — | — | 250,000 | 250,000 | — | — |

  37. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Option awards consist of SARs. The exercise price of a SAR on Class A shares will be equal to the fair market value of one Class A share as defined in either the 2008 SAR Plan or the 2014 LTI Plan. The exercise price of a SAR on Class B shares will be equal to the fair market value of one Class B share as defined in the 2014 LTI Plan. The SARs vest in tranches ratably over a three year period beginning one year after the date of grant (33% in each of the three years from the grant date) and expire ten years after the date of grant. Equity-based compensation awards are generally granted annually in November and are not re-priced or granted retroactively. (2)Stock awards consist of PSUs and TVAs. The PSUs vest at the end of a three year performance period from the date of grant and can vest between 0% – 200% of the target number of outstanding PSUs, subject to the achievement of the relevant performance conditions. The TVAs vest in tranches ratably over a three year period beginning one year after the date of grant (33% in each of the three years after the grant date). (3)The amounts in this column represent the dollar value of TVAs outstanding as of fiscal year end. TVAs are fixed dollar amount awards, which vest in equal tranches over three years and will settle in Class B shares based upon the fair market value of the Class B shares at the time of vesting. The Company reserves the right, at its discretion, to settle vested amounts in cash rather than shares. (4)The amounts in this column represent the fixed dollar amount of TVAs outstanding as of fiscal year end. (5)The amounts in this column are the market value of the PSUs based upon the market price of the Company's Class B shares of $206.00 on September 26, 2025.

  38. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table provides information for the NEOs named in the 2025 Summary Compensation Table regarding the exercises of options and stock awards that vested during the fiscal year ended September 27, 2025.

  39. 2025 Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(5) | | | Name | Number of Shares Acquired on Exercise(2) (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(6) ($) | | Pat Roche(3) | 8,300 | $1,220,030 | 19,864 | $4,135,763 | | Jennifer Walter(4) | 2,000 | 276,599 | 6,674 | 1,389,752 | | Michael Schaff | — | — | 1,164 | 245,085 | | Joseph Alfieri | — | — | 1,164 | 245,085 | | Mark Graczyk | — | — | 1,164 | 245,085 |

  40. 2025 Option Exercises and Stock Vested

    (1)Option awards consist of SARs. (2)For SARs that were exercised, the number of shares in this column reflects the nominal number of shares that were subject to SARs. The number of shares actually received upon exercise of SARs was lower and represented the value realized on exercise divided by the market value at the time of exercise. (3)The following details Mr. Roche’s SAR exercises in fiscal 2025:

  41. 2025 Option Exercises and Stock Vested

    | Exercise Date | Grant Date | Type of Award | Number of Options Exercised (#) | Exercise Price ($) | Amount Realized ($) | | 11/07/2024 | 11/11/2014 | SAR | 5,000 | $74.38 | $761,000 | | 07/24/2025 | 11/17/2015 | SAR | 3,300 | $65.90 | $459,030 |

  42. 2025 Option Exercises and Stock Vested

    (4)The following details Ms. Walter’s SAR exercises in fiscal 2025:

  43. 2025 Option Exercises and Stock Vested

    | Exercise Date | Grant Date | Type of Award | Number of Options Exercised (#) | Exercise Price ($) | Amount Realized ($) | | 07/24/2025 | 11/17/2015 | SAR | 1,333 | $65.90 | $185,420 | | 09/19/2025 | 11/17/2015 | SAR | 667 | $63.04 | $91,179 |

  44. 2025 Option Exercises and Stock Vested

    (5)Stock awards consist of PSUs that vested in fiscal 2025 and settled in November 2025 and TVAs that vested in fiscal 2025 and settled in November 2024. (6)Based on the closing price of the Company's Class B shares of common stock on the date that the stock award vested.

  45. PENSION BENEFITS

    PENSION BENEFITS

  46. U.S. Pension Benefits

    U.S. Pension Benefits The Company maintains the Moog Inc. Employees’ Retirement Plan (“ERP”), a tax-qualified defined benefit retirement plan, funded by employer contributions. Of the NEOs, Ms. Walter participates in the ERP and Mr. Schaff has a frozen benefit in the ERP. Compensation used to determine the benefit accrual available to U.S. based executive officers under the qualified defined benefit plan is limited to $345,000 for the plan year ended September 30, 2025. The Internal Revenue Code limits the benefits that may be paid from tax-qualified defined benefit retirement plans and the contributions that may be made to tax-qualified defined contribution retirement plans. The Company maintains supplemental retirement plans for certain executive officers, including the NEOs, to bridge the gap between legally mandated limits on qualified pension plan benefits and the retirement benefits offered at comparable public companies and to provide participants with supplemental benefits. Mr. Roche and Ms. Walter participate in the Moog Inc. Plan to Equalize Retirement Income and Supplemental Executive Retirement Plan (“PERI-SERP”) and Messrs. Roche, Schaff, Alfieri and Graczyk also participate in the Moog Inc. Retirement Savings Restoration Plan (“Restoration Plan”). While the Company formally funds the ERP, the PERI-SERP and Restoration Plan are not formally funded. Rabbi Trusts, however, were established under which certain funds have been set aside to satisfy some of the obligations under the PERI-SERP and Restoration Plan. If the funds in the Rabbi Trusts are insufficient to pay amounts payable under these plans, the Company will pay the difference. Moog Inc. Employees' Retirement Plan Under the ERP, benefits are generally payable monthly upon retirement to participating employees of the Company. These benefits are based upon compensation and years of service and subject to limitations imposed by the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code. The ERP is administered by a Retirement Plan Committee and covers all eligible employees with one year of service and a minimum of 1,000 hours of employment. New U.S. based employees hired on or after January 1, 2008 are not eligible to participate in the ERP. New U.S. based employees hired after that date are covered under a defined contribution plan. Benefits payable under the ERP are determined on the basis of compensation and credited years of service. A participant’s accrued benefit is equal to the sum of the participant’s prior service benefit, if any, and the participant’s future service benefit. A participant is entitled to a prior service benefit if the participant was actively employed on or after January 1, 1998 (or retired as of January 1, 1998) and was employed by the Company before October 1, 1990. The prior service benefit is 1.15% of the first $20,000 of prior service compensation, plus 1.75% of prior service compensation in excess of $20,000, multiplied by the participant’s prior service. “Prior service compensation” is the greater of (i) the participant’s basic annual rate of pay on January 1, 1988, and (ii) the amount of the participant’s annual rate of pay plus overtime and shift differential received in the calendar year ending December 31, 1989, not to exceed $150,000. “Prior service” is the number of years and completed months of credited service with the Company through October 1, 1990. A participant’s future service benefit is computed separately for each year of credited service beginning with October 1, 1990, or the participant’s date of hire, if later, and is equal to 1.15% of the participant’s future service compensation not in excess of $20,000, plus 1.75% of the participant’s future service compensation in excess of $20,000. In any event, after a participant is credited with 35 years of combined prior service and future service, the participant’s benefit for each year of future service will be 1.75% of future service compensation. “Future service compensation” with respect to a plan year is the amount of basic annual pay, plus any overtime or shift differential, a participant receives in the calendar year ending within that plan year. The maximum dollar amount of future service compensation that may be used for ERP purposes is set by law and adjusted periodically. The maximum dollar amount is $345,000 for the plan year ended September 30, 2025. Any participant who entered the ERP before the 2002 plan year and retires with five years or more of service will receive a minimum pension benefit. If the participant joined the ERP before October 1, 2002 and retires at age 65 with 15 or more years of vesting service, the minimum pension benefit will be at least $2,400 per year. If the participant joined the ERP before October 1, 2002 and retires at age 65 with between 5 and 15 years of service, the minimum pension benefit will be a prorated portion of the $2,400 per year minimum benefit. A participant generally may retire and begin receiving ERP benefits at normal retirement age (age 65). A participant also may retire and begin receiving plan benefits on the first day of any month coincident with or next following the participant’s 55th birthday, but only if the participant has completed 15 years of vesting service. However, the amount of a participant’s monthly ERP benefit will be discounted or reduced 0.5% for each month the early retirement benefit commences before normal retirement age. Moog Inc. Supplemental Retirement Plans Effective August 9, 2017, the Company combined the Moog Inc. Plan to Equalize Retirement Income ("PERI") into the Moog Inc. Supplemental Retirement Plan ("DB SERP") and renamed this combined plan the Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Plan ("PERI-SERP"). The PERI-SERP provides for supplemental retirement benefits to eligible Company officers, including the NEOs. The PERI-SERP plan document includes separate subsections that set out the rights and provisions attributable to, and maintains the benefits of, both the DB SERP and the PERI. Mr. Roche has accrued DB SERP benefits, while Ms. Walter has accrued PERI benefits under the PERI-SERP. Assuming a participant qualifies for full benefits, the DB SERP payment upon retirement is equal to 65% of the officer’s compensation, less any benefits payable under the ERP, certain benefits payable under other Company-sponsored retirement programs, and reduced further by one-half the primary Social Security benefit payable at age 65. All DB SERP benefits are assumed to be paid monthly in accordance with the plan document. DB SERP benefits payable to officers who have service with overseas subsidiaries of the Company are adjusted to account for benefits in subsidiary and national pension and social security plans. For the purposes of determining DB SERP benefits, an eligible officer’s compensation generally is the sum of (i) the average of the officer’s highest consecutive three-year base salary prior to retirement plus (ii) the officer’s highest annual profit share/bonus for the ten fiscal years prior to retirement. To vest in DB SERP benefits, eligible officers must generally have (i) at least 10 years of service with the Company and (ii) attained (a) age 65 or (b) age 60 with a total combined age and years of service equal to at least 90. Full DB SERP benefits are payable when the participant reaches age 65 with at least 25 years of service. Officers who became participants in the DB SERP on or before November 30, 2011 generally vest in DB SERP benefits if the officer has (i) at least ten years of service and (ii) attained (a) age 65 or (b) age 57 with total combined age and years of service equal to at least 90. Officers who became participants in the DB SERP on or before November 30, 2011 are eligible for unreduced benefits upon reaching age 57 with at least 25 years of service.

  47. U.S. Pension Benefits

    In the event of disability, or an involuntary termination or change in control after a participant has at least ten years of service with the Company, participants also become vested in DB SERP benefits. A termination where there has been an adverse change in duties, responsibilities, status, pay or perquisites without participant consent within two years of a change in control of the Company, as defined by the PERI-SERP, is deemed an involuntary termination, as is a termination where the participant’s pay has been diminished or reduced to a greater extent than the other executives of the Company. In addition, if a married participant dies before commencing DB SERP benefits, the participant’s surviving spouse is entitled to a spousal DB SERP benefit, which shall be payable in the form of a life annuity, if (i) the participant has at least five years of service, and (ii) the participant and his or her surviving spouse have been married for at least twelve months prior to the participant’s death. In the event of the participant’s involuntary termination for cause, the DB SERP benefits, whether vested or unvested, are immediately forfeited. PERI benefits under the PERI-SERP are intended to supplement benefits provided under the ERP by providing additional benefits that would be payable under the ERP if not for the compensation limitations imposed by the IRS. A participant vests in his or her PERI benefits if the participant retires from the Company on or after reaching his or her Earlier Retirement Date or Normal Retirement Date, as those terms are defined in the ERP. In the event the participant becomes disabled, the participant will become 100% vested in his or her PERI benefit. If a married participant dies before commencing PERI benefits, the participant’s surviving spouse is entitled to a spousal PERI benefit to the extent the surviving spouse is entitled to pre-retirement survivor benefits under the ERP. The Restoration Plan is intended to supplement benefits provided under the Company’s tax-qualified defined contribution plan by providing employer matching and nonelective retirement contributions that are intended to generally equal what would have been made by the Company under its tax‑qualified defined contribution plan if not for the compensation and other limitations imposed by the IRS. A Restoration Plan participant is 100% vested in his or her matching contribution benefits at all times and becomes 100% vested in his or her retirement contribution benefits after having performed three years of vesting service, except that a Restoration Plan participant may vest earlier in his or her Restoration Plan benefit in the event of his or her termination on account of death or disability or upon the occurrence of a change in control. In general, Restoration Plan benefits become payable upon a participant’s separation from service, a change in control or a participant’s death. Upon a change in control or a participant’s death, a participant’s Restoration Plan benefit is payable in a lump sum, while a participant may elect that any Restoration Plan benefits that become payable upon his or her separation from service be paid in a lump sum or annual installments.

  48. Non-U.S. Pension Benefits

    Non-U.S. Pension Benefits Moog Ireland Pension and Death Benefits Plan Moog Ireland Limited, a wholly-owned subsidiary of the Company, maintains the Moog Ireland Pension and Death Benefits Plan (“Ireland Plan”), a defined benefit retirement plan funded by employer contributions. Under the Ireland Plan, benefits are usually payable monthly upon retirement to participating employees of the Company. These benefits are based upon final pensionable salary and credited years of service and subject to limitations imposed by the Taxes Consolidation Act 1997. The Ireland Plan is administered by the Trustees of the Ireland Plan. The Ireland Plan was available to employees of Moog Ireland Limited until it was closed to new entrants on July 1, 2011. New employees hired by Moog Ireland Limited on or after July 1, 2011 are not eligible to participate in the Ireland Plan. New employees of Moog Ireland Limited hired on or after that date are covered under a defined contribution plan. A participant’s accrued benefit is equal to 1/60th of final pensionable salary for each year of service, where pensionable salary is base salary less a reduction to recognize the Irish State Retirement Pension and final pensionable salary is the average of the three highest calculations of pensionable salary in the last ten calculations of pensionable salary prior to the date of retirement or earlier date of leaving the service of the Irish employer. Pensionable salary includes shift allowance but excludes bonuses and overtime. A participant generally may retire and begin receiving benefits under the Ireland Plan at normal retirement age (age 65). A participant also may retire and begin receiving plan benefits on the first day of any month coincident with or next following the participant’s 50th birthday, provided they have left the service of the employer and provided consent (employer and/or trustee) is granted. The amount of a participant’s monthly Ireland Plan benefit, however, will be discounted or reduced by the actuary to the Ireland Plan, having regard to the solvency of the Ireland Plan at the time of the retirement. The current reduction being applied by the actuary to the Ireland Plan ranges from 0.2% to 0.3% for each month the early retirement benefit commences before normal retirement age. Mr. Roche is the only NEO who has benefits under the Ireland Plan.

  49. 2025 Pension Benefits Table

    2025 Pension Benefits Table The years of credited service and present value of accumulated benefits for the NEOs under the ERP and the PERI-SERP are:

  50. 2025 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefits(2) ($) | Payments During Last Fiscal Year ($) | | Pat Roche | Ireland Plan | 21.000 | $2,838,865 | $— | | | PERI-SERP(3) | 25.750 | 11,917,903 | — | | Jennifer Walter | ERP | 25.250 | 629,945 | — | | | PERI-SERP(3) | 12.000 | 182,158 | — | | Michael Schaff | ERP | 5.000 | 40,385 | — | | | PERI-SERP(3) | — | — | — | | Joseph Alfieri | ERP | — | — | — | | | PERI-SERP(3) | — | — | — | | Mark Graczyk | ERP | — | — | — | | | PERI-SERP(3) | — | — | — |

  51. 2025 Pension Benefits Table

    (1)Credited service is determined in years and months as of September 27, 2025 and includes only service with the Company (or certain acquired employers). In general, the Company does not grant extra years of credited service. (2)The “Present Value of Accumulated Benefits” is based on the same assumptions as those used for the valuation of the plan liabilities in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025, and are calculated as of the plan year ended September 30, 2025 measurement date. The assumptions made in the calculations of these amounts may be found in Note 15 - Employee Benefit Plans to the audited financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2025. (3)Mr. Roche has accrued DB SERP benefits, while Ms. Walter has accrued PERI benefits under the PERI-SERP.

  52. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    2025 NON-QUALIFIED DEFERRED COMPENSATION

  53. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Pat Roche | $— | $131,996 | $7,024 | $— | $331,081 | | Jennifer Walter | — | — | — | — | — | | Michael Schaff | — | 37,345 | 1,785 | — | 89,886 | | Joseph Alfieri | — | 38,527 | 7,310 | — | 93,689 | | Mark Graczyk | — | 38,528 | 4,681 | — | 92,394 |

  54. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    (1)None of the NEOs deferred any salary in fiscal 2025. (2)Registrant Contributions by the Company in fiscal 2025 are reported in the "All Other Compensation" column of the 2025 Summary Compensation Table on page 28. (3)Aggregate Earnings in fiscal 2025 are reported in the "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" column of the 2025 Summary Compensation Table on page 28. Restoration Plan participants are permitted to direct the investment of their Restoration Plan accounts among the investment options made available by the Company with respect to the Restoration Plan. Earnings are determined by reference to the investment performance of the investments selected by a participant. A participant may modify their investment election, on a prospective basis, at any time.

  55. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Employment, Severance and Change in Control The Company has entered into Employment Termination Benefits Agreements (“Termination Agreements”) with its executive officers. These Termination Agreements cover termination as a result of death, disability, retirement, termination for cause, voluntary and involuntary termination of employment, as well as involuntary termination after a change in control. The following is a summary of the termination benefits provided under various circumstances. A discussion of the executive officers’ pension benefits and supplemental retirement benefits under these various circumstances, can be found under Pension Benefits beginning on page 36. Payment Upon Death, Disability or Retirement In the event of the death of an officer, the estate or surviving spouse will receive a payment of six months’ salary, a STI payment pro-rated based upon the number of days employed during the fiscal year and any unused vested vacation. A payment of approximately two and a half times annual salary will be paid under the Company’s Group Life Insurance plan, subject to a cap of $5,000,000. The estate or surviving spouse will receive payments under the Company’s pension and 401(k) plans. Vested SARs will remain available for exercise by the estate or surviving spouse for 24 months from the date of separation or the original expiration date, whichever is earlier. Unvested PSUs will be paid out at target, pro-rated for the number of full quarters completed prior to death within the performance period. Unvested TVAs will be forfeited. In the event an officer becomes disabled, the officer is entitled to the same benefits, as described above, with the exception of life insurance, salary continuation and PSU settlement. The officer also will receive payments under the Company’s disability plan. STI will be paid on a pro-rated basis for full months of service prior to the date of disability. All unexpired vested SARs will remain available for exercise for 24 months from the date of separation or the original expiration date, whichever is earlier. Unvested PSUs and TVAs will generally be forfeited. If the officer retires, the officer will receive all benefits provided generally by the Company to its executives upon retirement, including benefits under any retirement or supplemental retirement plans and insurance benefits provided upon retirement. STI will be paid on a pro-rated basis for full months of service prior to the date of retirement. Unvested PSUs that have been held at least one year from grant will remain available to be earned at the end of the performance period, subject to the performance criteria. Unvested PSUs held for less than one year and all unvested TVAs will be forfeited. Payment Upon Termination for Cause Under the Termination Agreements, “cause” is considered a harmful act or omission constituting a willful and a continuing failure to perform material and essential employment obligations, conviction of a felony, willful perpetration of common law fraud, or any willful misconduct or bad faith omission constituting dishonesty, fraud or immoral conduct, which is materially injurious to the financial condition or business reputation of the Company. If terminated for “cause,” the officer is entitled to all benefits vested under retirement plans and payment of unused vested vacation. The officer is not entitled to STI, no severance is provided and all SARs, PSUs and TVAs expire. Payment Upon Voluntary Termination When an officer voluntarily terminates employment with the Company, the officer is entitled to receive all pension benefits accrued under any retirement or supplemental retirement plans up to the date of termination (subject to the rules referenced above in the PERI-SERP description), and payment for all unused vested vacation. All unexpired vested SARs are exercisable within ninety days of termination and all unvested PSUs and TVAs will generally expire at the close of business on the date of termination. Payment Upon Involuntary Termination Without Cause and After a Change in Control The termination benefits provided to an officer under the Termination Agreements in the case of involuntary termination without cause and in the event of involuntary termination after a change in control are the same, except each event references a different credited years of service table to determine salary continuance. The officer will receive salary continuance for no less than 12 months and no more than 36 months, depending on length of service. STI will be paid as earned in accordance with the plan and any unused vested vacation will be paid. The Company will pay, for one year after involuntary termination without cause or involuntary termination after a change in control, medical premiums on behalf of the officer, one year of auto related expenses, outplacement services, as well as one year of club membership dues for which reimbursement was provided by the Company. The officer is entitled to all vested benefits under any retirement or supplemental retirement plans. Upon an officer’s involuntary termination not in connection with a change in control, all unexpired vested SARs are exercisable within ninety days of termination and all unvested PSUs and TVAs will expire at the close of business on the date of termination. Upon a change in control, all unexpired SARs will fully vest, all unvested PSUs will fully vest and will be paid out at the maximum level of performance and all unvested TVAs will fully vest and will be paid out in cash no later than 30 days following the change in control. Upon an involuntary termination after a change in control, the officer is entitled to exercise all SARs within two years of termination. However, under the terms of the 2025 LTI Plan, which terms are subject to adjustment under the terms of any award agreement for an equity award issued under the 2025 LTI Plan or as may be determined by the Executive Compensation Committee, if a change in control occurs and an outstanding equity award is continued or assumed (as defined in the 2025 LTI Plan) in connection with such change in control transaction, such award shall not immediately vest, rather shall continue to vest and be exercisable in accordance with the terms of the original award grant, except that if, during the two year period commencing after the date of the change in control, the award holder’s employment or service is involuntarily terminated for reasons other than cause (as defined in the 2025 LTI Plan) or, in the case of an award holder who is an employee, the award holder terminates his or her employment with good reason (as defined in the 2025 LTI Plan), then any such award held by such award holder shall vest. The Termination Agreements provide that an officer cannot compete with the Company during the term of the Termination Agreement, and in the event of an involuntary termination after a change in control, until the last payment of any benefits to the officer under the Termination Agreement. Each Termination Agreement also requires each officer not to disclose confidential information of the Company during the term of the Termination Agreement or thereafter. The following table shows potential payments to the NEOs upon death, disability, retirement, voluntary termination, involuntary termination without cause or involuntary termination after a change in control. The amounts shown assume that the termination was effective September 27, 2025, the last business day of the Company’s most recent fiscal year end. The actual amounts to be paid can only be determined at the actual time of an officer’s termination.

  56. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Type of Payment | Death ($) | Disability(6) ($) | Retirement(7) ($) | Voluntary Termination(8) ($) | Involuntary Termination Without Cause ($) | Involuntary Termination After a Change in Control(9) ($) | | Pat Roche(10) | Compensation Continuance(1) | $543,966 | $— | $— | $— | $4,073,510 | $5,056,771 | | | STI(2) | 1,251,638 | — | 1,251,638 | — | 1,251,638 | 1,251,638 | | | Insurance Coverage(3) | — | — | — | — | 26,031 | 26,031 | | | Other perquisites(4) | — | — | — | — | 15,855 | 15,855 | | | Stock awards(5) | 1,804,877 | — | — | — | — | 9,561,322 | | | Total | $3,600,481 | $— | $1,251,638 | $— | $5,367,034 | $15,911,617 | | Jennifer Walter(11) | Compensation Continuance(1) | $311,597 | $— | $— | $— | $2,456,776 | $3,049,791 | | | STI(2) | 430,181 | — | — | — | 430,181 | 430,181 | | | Insurance Coverage(3) | — | — | — | — | 17,982 | 17,982 | | | Other perquisites(4) | — | — | — | — | 8,448 | 8,448 | | | Stock awards(5) | 501,649 | — | — | — | — | 2,595,892 | | | Total | $1,243,427 | $— | $— | $— | $2,913,387 | $6,102,294 | | Michael Schaff | Compensation Continuance(1) | $257,925 | $— | $— | $— | $1,652,405 | $2,287,946 | | | STI(2) | 362,368 | — | — | — | 362,368 | 362,368 | | | Insurance Coverage(3) | — | — | — | — | 26,181 | 26,181 | | | Other perquisites(4) | — | — | — | — | 23,348 | 23,348 | | | Stock awards(5) | 289,492 | — | — | — | — | 1,518,217 | | | Total | $909,785 | $— | $— | $— | $2,064,302 | $4,218,060 | | Joseph Alfieri | Compensation Continuance(1) | $257,925 | $— | $— | $— | $1,270,140 | $1,905,210 | | | STI(2) | 362,368 | — | — | — | 362,368 | 362,368 | | | Insurance Coverage(3) | — | — | — | — | 26,381 | 26,381 | | | Other perquisites(4) | — | — | — | — | 13,408 | 13,408 | | | Stock awards(5) | 289,492 | — | — | — | — | 1,518,217 | | | Total | $909,785 | $— | $— | $— | $1,672,297 | $3,825,584 |

  57. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Type of Payment | Death ($) | Disability(6) ($) | Retirement(7) ($) | Voluntary Termination(8) ($) | Involuntary Termination Without Cause ($) | Involuntary Termination After a Change in Control(9) ($) | | Mark Graczyk | Compensation Continuance(1) | $257,925 | $— | $— | $— | $1,148,702 | $1,914,503 | | | STI(2) | 362,368 | — | — | — | 362,368 | 362,368 | | | Insurance Coverage(3) | — | — | — | — | 26,031 | 26,031 | | | Other perquisites(4) | — | — | — | — | 13,104 | 13,104 | | | Stock awards(5) | 289,492 | — | — | — | — | 1,518,217 | | | Total | $909,785 | $— | $— | $— | $1,550,205 | $3,834,223 |

  58. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Compensation continuation upon death represents payment of base salary for a period of six months to the NEO’s surviving spouse or estate. For an involuntary termination due to a change in control, compensation continuation payments for Messrs. Roche and Schaff and Ms. Walter would be 36 months and Messrs. Alfieri and Graczyk would be 30 months. In the event of an involuntary termination (no change in control), compensation continuation payments for Mr. Roche and Ms. Walter would be 29 months, Mr. Schaff would be 26 months, Mr. Alfieri would be 20 months and Mr. Graczyk would be 18 months. (2)For years when there is STI, termination benefits would include those STI payments for all except disability and voluntary termination. STI is comprised of the Non-Equity Incentive Compensation included in the 2025 Summary Compensation Table on page 28. (3)Insurance coverage reflects medical premiums paid in fiscal 2025. In the event of death, the estate or beneficiary of the officers will receive a life insurance payment pursuant to a plan covering all employees, subject to a cap of $5,000,000. In the event of disability, the officers are covered under a disability plan for all employees, which for officers provides up to 70% of pay until normal retirement age. (4)For purposes of determining other perquisites the amount paid in fiscal 2025 for club dues and auto expenses are reflected and outplacement services have been estimated at $7,500. (5)This is the value of outstanding PSU awards at September 27, 2025 that upon termination would either vest and become payable without performance conditions or would remain outstanding and continue to vest upon performance. The value was determined using the September 26, 2025 Class B market price and was calculated by multiplying the market price by shares which would be acquired upon vest. The value provided for Involuntary Termination After a Change in Control only also includes outstanding TVA awards which would be payable in cash. (6)This column assumes that if the NEO terminates due to long-term disability, they will forfeit any right to receive a STI payment for fiscal 2025. (7)The amounts reported under retirement indicate what the NEO would receive assuming they have met the retirement eligibility requirements of the STI plan and/or applicable outstanding LTI grant agreements. As of September 27, 2025, certain NEOs have not met these requirements and, therefore, portions of these amounts would not be payable. Mr. Roche meets retirement eligibility under the STI plan and would receive the STI amount disclosed in this column. (8)In the event a NEO meets retirement eligibility, this column would not be applicable. Mr. Roche meets retirement eligibility under the STI plan and would receive the STI amount disclosed in the "Retirement" column. (9)Upon a change in control without termination, the NEO would only receive the amounts provided under Stock awards; all other payments are only payable upon involuntary termination following a change in control. (10)As described on page 37 under the discussion of Moog Inc. Supplemental Retirement Plans, Mr. Roche would become fully vested in his DB SERP benefit upon his becoming disabled, incurring an involuntary termination or the occurrence of a change in control. In addition, upon Mr. Roche’s death, Mr. Roche’s surviving spouse would be entitled to a survivor benefit under the DB SERP portion of the PERI-SERP. The present value of Mr. Roche’s accumulated benefit under the DB SERP is set forth in the 2025 Pension Benefits Table on page 39. (11)As described on page 37 under the discussion of Moog Inc. Supplemental Retirement Plans, Ms. Walter would become fully vested in her PERI benefit upon her becoming disabled. In addition, upon Ms. Walter’s death, Ms. Walter’s surviving spouse would be entitled to a survivor benefit under the PERI portion of the PERI-SERP. The present value of Ms. Walter’s accumulated benefit under the PERI portion of the DB SERP is set forth in the 2025 Pension Benefits Table on page 39.

  59. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd-Frank Act and Regulation S-K of the Exchange Act, the following information discloses the relationship of the annual total compensation of our CEO, as set forth in the 2025 Summary Compensation Table, to that of the annual total compensation of our median employee. The Company identified the median employee as of July 1, 2025 for its fiscal 2025 pay ratio disclosure. As of this date, the Company had 14,099 employees in 22 countries. No exclusions of employees were made in determining the median employee for fiscal 2025. For purposes of identifying our median employee in fiscal 2025, base wages were determined to be an appropriate element of compensation to serve as the consistently applied compensation measure, as they are provided to all employees in a consistent manner and, as a result, served as the basis for the determination of the median employee. Base wages paid to all employees, excluding the CEO, annualized for employees hired within the year, were utilized to determine the median employee. For purposes of determining the Company’s 2025 CEO pay ratio, the Company calculated the annual total compensation of the median employee under the same methodology used for the NEOs as set forth in the 2025 Summary Compensation Table. The annual total compensation for our median employee was then compared to 2025 Summary Compensation Table total compensation reported for Mr. Roche, our CEO.

  60. CEO PAY RATIO

    | Fiscal 2025 annual total compensation of our CEO | $8,404,872 | | Fiscal 2025 annual total compensation of our median employee | $74,623 | | Fiscal 2025 CEO Pay Ratio | 113:1 |

  61. CEO PAY RATIO

    We believe it is important to distinguish the reported compensation provided to our CEO in fiscal 2025 from the compensation that was actually awarded to our CEO in fiscal 2025. The annual total compensation of our CEO includes the change in pension benefits as required to be disclosed in the Summary Compensation Table. If our CEO pay ratio was calculated based upon the total awarded pay of $5,598,110, as reflected in Distinguishing "Awarded" Pay from "Reported" Pay beginning on page 27, our 2025 CEO pay ratio would be 75:1. This supplemental ratio removes the volatility related to the effects of changes in actuarial assumptions on the value of our CEO’s pension benefits. The Company’s fiscal 2025 ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K based upon the Company’s payroll and employment records and the methodologies described above. The SEC rules permit companies to employ various methodologies, exclusions and reasonable estimates to derive the pay ratio calculation representative of their respective employee populations and compensation practices. Based upon this variability, the estimated ratio reported above should not be interpreted as a basis for comparison between companies.

  62. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we disclose the following information about the relationship between the executive compensation actually paid by the Company and the Company’s performance on select financial metrics. For further information about the Company's pay philosophy, including its relationship to Company performance, please refer to the Compensation Discussion and Analysis beginning on page 17.

  63. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to First PEO(2) | Compensation Actually Paid to Second PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(6) | Adjusted EBITDA (millions)(7) | | | | | | | | | Total Shareholder Return (TSR)(4) | Peer Group Total Shareholder Return(5) | | | | (a) | (b)(1) | (b)(2) | (c)(1) | (c)(2) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $8,404,872 | n/a | $7,114,183 | n/a | $1,597,853 | $1,840,267 | $343.47 | $282.62 | $235 | $540 | | 2024 | 10,187,189 | n/a | 8,171,164 | n/a | 1,862,270 | 2,450,340 | 332.15 | 196.22 | 209 | 486 | | 2023 | 6,015,785 | 2,252,909 | 4,620,741 | 2,882,604 | 1,676,308 | 2,042,164 | 184.42 | 136.02 | 175 | 402 | | 2022 | n/a | 4,030,668 | n/a | 3,747,172 | 1,572,066 | 1,560,229 | 113.60 | 122.27 | 155 | 354 | | 2021 | n/a | 5,397,096 | n/a | 4,087,161 | 1,509,488 | 1,535,269 | 121.49 | 129.60 | 157 | 329 |

  64. PAY VERSUS PERFORMANCE

    (1)During 2025 and 2024, Mr. Roche served as Moog’s Principal Executive Officer (“PEO”). During 2023, both Mr. Roche and Mr. Scannell served as PEO. Mr. Roche (“First PEO”) served as CEO beginning on February 1, 2023 and Mr. Scannell (“Second PEO”) served as Chairman and CEO in 2021, 2022 and through January 31, 2023. The dollar amounts reported in column (b)(1) reflect the total compensation reported for the First PEO, the dollar amounts reported in column (b)(2) reflect the total compensation reported for the Second PEO and the dollar amounts reported in column (d) reflect the average total compensation reported for the Company’s non-PEO NEOs in the Summary Compensation Table for each fiscal year. The PEO(s) and non-PEO NEOs for each fiscal year are:

  65. PAY VERSUS PERFORMANCE

    | Year | First PEO | Second PEO | Non-PEO NEOs | | 2025 | Pat Roche | n/a | Jennifer Walter, Michael Schaff, Joseph Alfieri, Mark Graczyk | | 2024 | Pat Roche | n/a | Jennifer Walter, Mark J. Trabert, Michael Schaff, Mark Graczyk | | 2023 | Pat Roche | John R. Scannell | Jennifer Walter, Mark J. Trabert, Maureen M. Athoe, Paul Wilkinson | | 2022 | n/a | John R. Scannell | Jennifer Walter, Pat Roche, Mark J. Trabert, Maureen M. Athoe | | 2021 | n/a | John R. Scannell | Jennifer Walter, Mark J. Trabert, Maureen M. Athoe, Pat Roche |

  66. PAY VERSUS PERFORMANCE

    (2)The dollar amounts reported in column (c)(1) represent the compensation actually paid to the First PEO and the dollar amounts reported in column (c)(2) represent the compensation actually paid to the Second PEO, as computed in accordance with SEC rules. The following adjustments were made to the PEOs’ total compensation for each fiscal year to determine the compensation actually paid:

  67. PAY VERSUS PERFORMANCE

    | Name / Year | Summary Compensation Table Total for PEOs | Grant Date Fair Value of Awards Granted During Year(a) | Equity Award Adjustments(b) | Change in the Actuarial Present Value of Pension Benefits | Pension Benefit Adjustments(c) | Compensation Actually Paid to PEOs | | Pat Roche | | | | | | | | 2025 | $8,404,872 | $(3,063,398) | $4,459,372 | $(2,799,738) | $113,075 | $7,114,183 | | 2024 | 10,187,189 | (2,322,512) | 5,608,241 | (5,568,507) | 266,753 | 8,171,164 | | 2023 | 6,015,785 | (1,772,181) | 2,557,148 | (2,269,517) | 89,506 | 4,620,741 | | John R. Scannell | | | | | | | | 2023 | $2,252,909 | $(107,738) | $1,853,783 | $(1,116,350) | $— | $2,882,604 | | 2022 | 4,030,668 | (2,000,015) | 1,716,519 | — | — | 3,747,172 | | 2021 | 5,397,096 | (1,750,210) | 2,177,037 | (1,736,762) | — | 4,087,161 |

  68. PAY VERSUS PERFORMANCE

    (a)Represents total of the amount reported in the "Stock Awards" and "Option Awards" columns of the Summary Compensation Table for the covered fiscal year. (b)In accordance with SEC rules, the fair values of outstanding and unvested equity awards were recalculated as of the end of each fiscal year and the fair values of vested equity awards were recalculated as of each vesting date for each fiscal year, as set forth in the table below. The assumptions used for determining fair value shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. The equity award adjustments for each fiscal year were calculated by adding or deducting the following amounts:

  69. PAY VERSUS PERFORMANCE

    | Name / Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Change in Year over Year Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Year over Year Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | Pat Roche | | | | | | | | | 2025 | $3,055,094 | $972,338 | $— | $431,940 | $— | $— | $4,459,372 | | 2024 | 3,006,574 | 2,037,401 | — | 564,266 | — | — | 5,608,241 | | 2023 | 2,062,392 | 369,866 | — | 126,468 | (1,578) | — | 2,557,148 | | John R. Scannell | | | | | | | | | 2023 | $— | $1,139,489 | $107,738 | $615,461 | $(8,905) | $— | $1,853,783 | | 2022 | 1,777,968 | (58,882) | — | 84,684 | (87,251) | — | 1,716,519 | | 2021 | 1,856,107 | 113,451 | — | 207,479 | — | — | 2,177,037 |

  70. PAY VERSUS PERFORMANCE

    (c)The total pension benefit adjustments for each fiscal year were calculated by aggregating the service costs. There were no prior service costs. Mr. Scannell’s service cost for fiscal 2023, 2022 and 2021 was zero, as the service cap of 25 years had been exceeded for his DB SERP benefit. Mr. Scannell's benefit was growing with service in ERP, but the ERP benefit was an offset to the DB SERP benefit. (3)The dollar amounts reported in column (e) represent the average compensation actually paid to the non-PEO NEOs, as computed in accordance with SEC rules. The following adjustments were made to the non-PEO NEOs’ average total compensation for each fiscal year to determine the compensation actually paid, using the same methodology described in (2):

  71. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Grant Date Fair Value of Awards Granted During Year(a) | Average Equity Award Adjustments(b) | Average Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments(c) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,597,853 | $(574,556) | $818,229 | $(12,197) | $10,937 | $1,840,267 | | 2024 | 1,862,270 | (480,073) | 1,181,387 | (130,641) | 17,397 | 2,450,340 | | 2023 | 1,676,308 | (440,905) | 855,816 | (74,123) | 25,067 | 2,042,164 | | 2022 | 1,572,066 | (487,554) | 418,424 | — | 57,293 | 1,560,229 | | 2021 | 1,509,488 | (365,057) | 457,886 | (123,465) | 56,417 | 1,535,269 |

  72. PAY VERSUS PERFORMANCE

    (a)Represents the average total of the amount reported in the "Stock Awards" and "Option Awards" columns of the Summary Compensation Table for the covered fiscal year for the non-PEO NEOs. (b)The average equity award adjustments for each fiscal year were calculated by adding or deducting the following amounts:

  73. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Change in Year over Year Average Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Year over Year Average Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Awards Adjustments | | 2025 | $572,998 | $185,368 | $— | $59,863 | $— | $— | $818,229 | | 2024 | 621,495 | 356,321 | — | 203,571 | — | — | 1,181,387 | | 2023 | 462,636 | 221,929 | 43,376 | 129,735 | (1,860) | — | 855,816 | | 2022 | 433,422 | (12,375) | — | 17,780 | (20,403) | — | 418,424 | | 2021 | 387,145 | 23,999 | — | 46,742 | — | — | 457,886 |

  74. PAY VERSUS PERFORMANCE

    (c)The average pension benefit adjustments for each fiscal year were calculated by aggregating the average service costs. There were no average prior service costs. (4)Total Shareholder Return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in Moog A stock during the period commencing on October 3, 2020 and ending on the last day of the covered fiscal year, assuming dividend reinvestment. (5)In fiscal 2025, the peer group used for this purpose is the S&P Aerospace & Defense Select Industry Total Return Index. In prior fiscal years, the peer group used was the S&P Aerospace & Defense Index. The S&P Aerospace & Defense Select Industry Total Return Index replaced the S&P Aerospace & Defense Index as it more appropriately represents the market and our industry. In the transition year, the graph below includes both the prior and the new indices of peer companies. (6)Reflects net income for the covered fiscal year, as reported in our Annual Report on Form 10-K for such year. Figures included in this table for fiscal 2024 and 2023 have been updated as a result of revisions to correct errors to previously issued financial statements. For further information, see Note 25 - Revision of Previously Issued Consolidated Financial Statements to the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025. (7)Adjusted EBITDA is defined as reported earnings before interest, tax, depreciation and amortization excluding, but not limited to, the impacts of non-operating events and the gain or loss on asset sales. Figures included in this table for fiscal 2024 and 2023 have been updated as a result of revisions to correct errors to previously issued financial statements. For further information, see Note 25 - Revision of Previously Issued Consolidated Financial Statements to the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025.

  75. DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE

    DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE On November 30, 2004, the Board approved indemnification agreements for officers, directors and key employees. The indemnification agreement provides that officers, directors and key employees will be indemnified for expenses, investigative costs and judgments arising from threatened, pending or completed legal proceedings. The form of the indemnification agreement was filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed on December 1, 2004. On November 1, 2025, the Company renewed an officers and directors indemnification insurance coverage through policies written by the Chubb, Travelers, AIG, AWAC, C.N.A., Zurich, Sompo, ORPro, Westfield and Arch. The renewal was for a one-year period at an annual premium of $1,090,208. The policy provides indemnification benefits and the payment of expenses in actions instituted against any director or officer of the Company for claimed liability arising out of their conduct in such capacities. No payments or claims of indemnification or expenses have been made under any such insurance policies purchased by the Company at any time.

  76. Directors and Executive Officers

    Directors and Executive Officers The beneficial ownership of common stock by each director, each of the NEOs and by all directors and officers as a group as of December 12, 2025 is provided in the following table. Unless otherwise indicated, the persons named have sole voting and investment power with respect to the securities beneficially owned. Beneficial ownership includes securities which could be acquired pursuant to currently exercisable SARs, or SARs that become exercisable within 60 days of December 12, 2025. The percentage of Class A shares or Class B shares owned is based on 28,853,564 Class A shares and 4,621,751 Class B shares outstanding as of December 12, 2025.

  77. Directors and Executive Officers

    | | Amount and Nature of Beneficial Ownership | | | | | | | | | | Class A Common Stock | | | | Class B Common Stock(1) | | | | | Name of Beneficial Owner | Shares | Equity Awards Currently Exercisable or Exercisable within 60 days(2)(3) | Total Shares | Percent Of Class | Shares | Equity Awards Currently Exercisable or Exercisable within 60 days(2)(3) | Total Shares | Percent Of Class | | Directors | | | | | | | | | | Janet M. Coletti | — | — | — | * | 6,749 | — | 6,749 | * | | Donald R. Fishback (nominee)(4) | 18,492 | — | 18,492 | * | 14,871 | 15,946 | 30,817 | * | | William G. Gisel, Jr. | 1,675 | — | 1,675 | * | 12,802 | — | 12,802 | * | | Peter J. Gundermann | 3,909 | — | 3,909 | * | 11,545 | — | 11,545 | * | | Kraig H. Kayser (nominee) | 22,506 | — | 22,506 | * | 11,496 | — | 11,496 | * | | Mahesh Narang | — | — | — | * | 3,396 | — | 3,396 | * | | Brenda L. Reichelderfer (nominee) | 650 | — | 650 | * | 4,585 | — | 4,585 | * | | Pat Roche | 18,661 | — | 18,661 | * | 27,387 | 29,325 | 56,712 | 1.2% | | John R. Scannell (5) | 36,540 | — | 36,540 | * | 39,906 | 100,799 | 140,705 | 3.0% | | Named Executive Officers(6) | | | | | | | | | | Jennifer Walter | 4,604 | — | 4,604 | * | 14,620 | 20,750 | 35,370 | * | | Michael Schaff | — | — | — | * | 4,205 | 4,268 | 8,473 | * | | Joseph Alfieri | — | — | — | * | 3,853 | 1,989 | 5,842 | * | | Mark Graczyk | — | — | — | * | 3,823 | 4,268 | 8,091 | * | | All directors and executive officers as a group (15 persons)(7) | 109,267 | — | 109,267 | * | 175,420 | 205,702 | 381,122 | 8.2% |

  78. Directors and Executive Officers

    *Does not exceed one percent of class. (1)Class B shares are convertible into Class A shares on a share-for-share basis. (2)Includes shares related to SARs. The number of shares issuable upon exercise of SARs is calculated for net settlement based upon the excess of the market price on December 12, 2025 over the exercise price of the SARs. (3)Excludes PSUs held but not earned as NEOs may not direct the voting of their PSUs. The number and terms of PSUs awarded to each NEO are provided in greater detail in the Compensation Discussion and Analysis beginning on page 17 and 2025 Grant of Plan-Based Awards table on page 30. (4)Ms. Denise Fishback, Mr. Fishback's spouse, is the trustee of various trusts which hold 24,796 of Class A shares, which are not included in the numbers reported. (5)Ms. Eileen Scannell, Mr. Scannell's spouse, is the beneficial owner of 26,346 Class A shares, which are not included in the numbers reported. (6)Mr. Roche is a NEO. Beneficial ownership information appears under the heading “Directors” above. (7)“All directors and executive officers as a group” consists of the directors, the NEOs and all other executive officers as of December 12, 2025. Balances do not include shares held by spouses, or as custodian or trustee for minors, as to which beneficial interest has been disclaimed.