Form 8-K

8-K — Woodward, Inc.

Accession: 0001171843-26-006140

Filed: 2026-09-21

Period: 2026-09-15

CIK: 0000108312

SIC: 3620 (ELECTRICAL INDUSTRIAL APPARATUS)

Item: Cost Associated with Exit or Disposal Activities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — f8k_092126.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: f8k_092126.htm · Sequence: 1

Form 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2026

_______________________________

Woodward, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 001-39265 36-1984010

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

1081 Woodward Way

Fort Collins, Colorado 80524

(Address of Principal Executive Offices) (Zip Code)

(970) 482-5811

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.001455 per share WWD Nasdaq Global Select Market

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.05. Costs Associated with Exit or Disposal Activities.

On September 15, 2026, the Board of Directors of Woodward, Inc. (the “Company”) approved a plan to transition production out of its Santa Clarita, California, facility to streamline its portfolio and refine its manufacturing footprint. Production of military fixed-wing and rotorcraft flight control actuation will move to the Company's Spartanburg, South Carolina, aerospace manufacturing campus, which is currently under construction. Additionally, the Company expects to divest certain legacy commercial rotorcraft, land systems, and business jet product lines primarily produced in Santa Clarita facility, along with the campus itself. Divested product lines will not be transferred to the Spartanburg facility. The divestiture is expected to close in the Company’s fiscal year 2027.

In connection with these actions, the Company estimates that it will recognize cumulative pre-tax charges of approximately $34 million to $47.5 million, consisting primarily of $23 million to $29 million of employee-related costs for severance and related benefits, $10 million to $16.5 million of charges related to anticipated contract termination costs, and $1 million to $2 million of other charges and costs, including asset write-offs, moving costs, and other exit-related costs. The Company currently estimates that nearly all of these charges will result in future cash expenditures, as only $1 million of the cumulative charges are expected to be non-cash.

The Company expects to cease operations at its Santa Clarita facility no later than December 2027. The Company expects to recognize the associated charges over the transition period as the recognition criteria for each category of cost are met, with such recognition expected to be substantially completed by December 2027. Cash expenditures related to these activities are expected to extend through December 2027.

Item 7.01. Regulation FD Disclosure.

On September 21, 2026, the Company issued a press release announcing its decision to transition production out of its Santa Clarita facility. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the Company’s plans to close its Santa Clarita facility and the associated actions, including the transfer of production of certain product lines to its Spartanburg, South Carolina facility and the divestiture of the Santa Clarita campus and certain other product lines that are primarily produced in Santa Clarita, anticipated costs and charges associated with such actions, and the anticipated timing and schedule for these actions. These statements are based on current expectations and assumptions and are not guarantees of future performance. Actual results may differ materially from those expressed or implied due to various risks and uncertainties, including, but not limited to, unexpected delays or difficulties in implementing the product line transfers and/or the divestiture, the amount and timing of the costs and charges, the risk that the divestiture may not close in the anticipated timeframe or at all, and other risks generally associated with divestiture activities, including regulatory and operational risks, as well as other factors described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Woodward, Inc. dated September 21, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Woodward, Inc.

Dated: September 21, 2026 By: /s/ Karrie M. Bem

Karrie M. Bem

Executive Vice President, General Counsel,

Corporate Secretary, and Chief Compliance Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Woodward Plans to Transition Its Santa Clarita, California, Aerospace Controls Production to Spartanburg, South Carolina

Military controls production will move to the company’s new, state-of-the-art Spartanburg site; smaller, select product lines are under agreement to be sold, along with the Santa Clarita campus

FORT COLLINS, Colo., Sept. 21, 2026 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ: WWD), a world leader in aerospace and industrial control solutions, today announced its plans to transition production out of its Santa Clarita, California, facility to streamline its portfolio and refine its manufacturing footprint.

Production of military fixed-wing and rotorcraft flight control actuation will move to Woodward's world-class aerospace manufacturing campus in Spartanburg, South Carolina, which is currently in advanced stages of construction. Separately, Woodward has agreed to sell a smaller group of legacy commercial rotorcraft, land systems, and business jet products made in Santa Clarita, along with the campus itself, in a transaction expected to close in fiscal year 2027.

"We don't make decisions like this without recognizing what they mean for the people affected. Our team in Santa Clarita has contributed to Woodward for 17 years, and we are committed to supporting them through the transition with respect,” said Shawn McLevige, President of Woodward’s Aerospace segment. “This decision is in line with our strategy to continue creating value for our company and our shareholders through growth, operational excellence, and innovation. Moving this production to Spartanburg will help refine our manufacturing footprint to best support our customers and improve our supply chain as we meet increasing demand for industry-leading controls on current and next-generation commercial and military aircraft.”

Woodward is expected to cease operations at the Santa Clarita facility no later than December 2027. The decision is expected to affect about 400 roles at the facility, with phased transitions through the planned move. The Spartanburg facility is expected to go online in the summer of 2027 and as previously announced, will produce Airbus A350 spoiler actuation systems, in addition to the transferred product lines and other aerospace components.

About Woodward

Woodward is the global leader in the design, manufacture, and service of energy conversion and control solutions for the aerospace and industrial equipment markets. Our purpose is to design and deliver energy control solutions our partners count on to power a clean future. Our innovative fluid, combustion, electrical, propulsion, and motion control systems perform in some of the world’s harshest environments. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Visit our website at www.woodward.com.

Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Woodward’s plans to cease operations at its Santa Clarita facility; transfer production of certain product lines to its Spartanburg, South Carolina facility; divest the Santa Clarita campus and certain product lines primarily produced there; complete, open, and ramp up the Spartanburg facility; as well as the anticipated timing and sequencing of these actions and the anticipated operational, financial, and strategic benefits thereof. These statements are based on current expectations and assumptions and are not guarantees of future performance. Actual results may differ materially due to risks and uncertainties, including: (1) delays, disruptions, reduced capacity or productivity, quality-control issues, difficulties transferring equipment, processes, and institutional knowledge, delays in obtaining customer or regulatory approvals, supply-chain and logistics challenges, and higher-than-anticipated costs associated with the production transfer; (2) construction, permitting, equipment installation, qualification, labor, material, or other challenges that delay or prevent the Spartanburg facility from becoming operational or achieving expected production levels; (3) the possibility that the divestiture may not be completed on the anticipated terms or timeline or at all, including because of unsatisfied closing conditions or required approvals or consents, as well as business disruptions, adverse effects on business relationships, and difficulties with separation, transition services, supply arrangements, or operational handoffs; (4) the possibility that these actions may not occur in the anticipated sequence or on compatible timelines or, individually or collectively, may not achieve the anticipated benefits, or that such benefits may be delayed, less significant, or more costly to achieve than expected; and (5) other risk factors, risks, and uncertainties described in Woodward’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and any subsequently filed Quarterly Report on Form 10-Q and other SEC filings. Forward-looking statements speak only as of the date of this press release, and Woodward undertakes no obligation to update them except as required by law.

MEDIA CONTACTS

Jennifer Regina

Vice President, Communications

+1 970-559-8840

Jennifer.regina@woodward.com

Dan Provaznik

Director, Investor Relations

+1 970-498-3849

Dan.Provaznik@Woodward.com

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