Form 8-K

8-K — Woodward, Inc.

Accession: 0001171843-26-002821

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000108312

SIC: 3620 (ELECTRICAL INDUSTRIAL APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_042926.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_042926.htm · Sequence: 1

Form 8-K

False000010831200001083122026-04-292026-04-29iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): April 29, 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 2.02. Results of Operations and Financial Condition.

On April 29, 2026, Woodward, Inc. (the "Registrant") reported its results of operations for its second quarter of fiscal year 2026. A copy of the news release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Woodward, Inc. dated April 29, 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: April 29, 2026 By: /s/ William F. Lacey

William F. Lacey

Executive Vice President and Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Woodward Reports Second Quarter Fiscal Year 2026 Results

Raising Sales and Earnings Guidance Based on Strong Second Quarter and Confidence in the Second Half Outlook

FORT COLLINS, Colo., April 29, 2026 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ:WWD) today reported financial results for its second quarter ended March 31, 2026.

All amounts are presented on an as reported (U.S. GAAP) basis unless otherwise indicated. All per share amounts are presented on a fully diluted basis. All comparisons are made to the same period of the prior year unless otherwise stated. All references to years are references to the Company’s fiscal year unless otherwise stated.

Second Quarter Overview

Second Quarter 2026 Year-to-Date 2026

Net sales $1.1B, +23% $2.1B, +26%

Net earnings $134M, +23% $268M, +37%

Adjusted net earnings1 $139M, +35% $273M, +47%

Earnings per share (EPS) $2.19, +23% $4.36, +36%

Adjusted EPS1 $2.27, +34% $4.44, +46%

Net cash provided by operating activities $91M, +17% $205M, +83%

Free cash flow1 $38M, -36% $109M, +80%

"We delivered outstanding second quarter results reflecting robust demand and strong execution across both segments,” said Chip Blankenship, Chairman and Chief Executive Officer. “Aerospace performance was largely driven by continued strength in commercial services activity and OEM demand. Industrial grew across the board in transportation, power generation, and oil and gas.

“Based on our first half performance and continued demand strength, we are raising our full-year outlook. We remain focused on executing in a dynamic environment while continuing to invest in innovation and operational excellence to deliver sustained profitable growth and long-term shareholder value.”

Second Quarter Fiscal Year 2026 Company Results

Total Company Results

(Dollars in millions, except per share amounts)

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 Year over Year 2026 2025 Year over Year

Income Statement

Net sales $ 1,091 $ 884 23 % $ 2,087 $ 1,656 26 %

Net earnings 134 109 23 % 268 196 37 %

Adjusted net earnings 139 103 35 % 273 186 47 %

EPS $ 2.19 $ 1.78 23 % $ 4.36 $ 3.20 36 %

Adjusted EPS $ 2.27 $ 1.69 34 % $ 4.44 $ 3.04 46 %

EBIT1 179 144 24 % 358 257 39 %

Adjusted EBIT1 186 136 36 % 364 243 50 %

Effective tax rate 20.0 % 18.1 % 190 bps 20.5 % 16.5 % 400 bps

Adjusted effective tax rate1 20.2 % 17.7 % 250 bps 20.5 % 16.1 % 440 bps

Cash Flow and Financial Position

Net cash provided by operating activities $ 91 $ 78 17 % $ 205 $ 112 83 %

Capital Expenditures 53 18 186 % 97 52 86 %

Free cash flow 38 59 -36 % 109 60 80 %

Dividends Paid 19 17 14 % 36 31 14 %

Share Repurchases 226 44 412 % 355 79 346 %

Total Debt 1,123 912 23 %

EBITDA1Leverage 1.4x 1.5x

Segment Results

Aerospace

(Dollars in millions)

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 Year over Year 2026 2025 Year over Year

Commercial OEM $ 218 $ 167 30 % $ 406 $ 322 26 %

Commercial services 275 202 36 % 520 366 42 %

Defense OEM 151 138 9 % 289 251 15 %

Defense services 59 54 8 % 123 118 4 %

Sales 703 562 25 % 1,338 1,056 27 %

Segment Earnings 158 125 27 % 306 219 40 %

Segment Margin % 22.5 % 22.2 % 30 bps 22.9 % 20.8 % 210 bps

Segment earnings for the second quarter of 2026 were $158 million, or 22.5 percent of segment net sales. Segment earnings for the first half of fiscal 2026 were $306 million, or 22.9 percent of segment net sales. The increase in segment earnings in both periods was a result of price realization and higher sales volumes, partially offset by inflation, strategic investments in manufacturing capabilities, research and development, and the enterprise resource planning system upgrade.

Industrial

(Dollars in millions)

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 Year over Year 2026 2025 Year over Year

Transportation $ 177 $ 132 34 % $ 343 $ 239 43 %

Power generation 136 126 7 % 259 241 7 %

Oil and gas 74 63 18 % 147 120 23 %

Sales 387 322 20 % 749 601 25 %

Segment Earnings 66 46 43 % 133 86 54 %

Segment Margin % 17.0 % 14.3 % 270 bps 17.7 % 14.3 % 340 bps

Industrial segment earnings for the second quarter of 2026 were $66 million, or 17.0 percent of segment net sales. Industrial segment earnings for the first half of fiscal 2026 were $133 million, or 17.7 percent of segment net sales. The increase in segment earnings in both periods was a result of higher sales volume, price realization, and favorable mix, partially offset by inflation and a reserve for a product performance claim.

Nonsegment

(Dollars in millions)

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 Year over Year 2026 2025 Year over Year

Nonsegment Expense $ (45 ) $ (27 ) 68 % $ (82 ) $ (49 ) 67 %

Adjusted Nonsegment Expenses (38 ) (34 ) 12 % (75 ) (62 ) 21 %

Fiscal Year 2026 Guidance

Based on strong second quarter performance and improved confidence in the second half outlook, Woodward is raising its 2026 sales and earnings guidance.

Prior FY26 Guidance Revised FY26 Guidance

Issued on February 2, 2026 Issued on April 29, 2026

Total Company

Sales growth up 14% to 18% up 20% to 23%

Adjusted EPS3 $8.20 - $8.60 $9.15 - $9.45

Free cash flow3 $300 - $350 million No change

Capital expenditures ~$290 million No change

Shares ~61 million ~61.5 million

Adjusted effective tax rate3 ~22% No change

Segment Data

Aerospace

Sales Growth up 15% to 20% up 21% to 24%

Segment Earnings (% of Sales) 22% to 23% 23% to 23.5%

Industrial

Sales Growth up 11% to 14% up 18% to 20%

Segment Earnings (% of Sales) 16% to 17% 18% to 18.5%

Conference Call

Woodward will hold an investor conference call at 5:00 p.m. ET on April 29, 2026, to provide an overview of the financial performance for its second quarter ended March 31, 2026, business highlights, and guidance for fiscal 2026. You are invited to listen to the live webcast of our conference call, or a recording, and view or download accompanying presentation slides at our website, www.woodward.com2.

You may also listen to the call by dialing 1-800-715-9871 (domestic) or 1-646-307-1963 (international). Participants should call prior to the start time to allow for registration; the Conference ID is 4675940. The call and presentation will be available on the website by selecting “Investors/Events & Presentations” from the menu and will remain accessible on the company’s website for one year.

About Woodward, Inc.

Woodward is the global leader in the design, manufacture, and service of energy conversion and control solutions for the aerospace and industrial equipment markets. Together with our customers, we are enabling the path to a cleaner, decarbonized world. Our innovative fluid, combustion, electrical, propulsion, and motion control systems perform in some of the world’s harshest environments. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Visit our website at www.woodward.com.

Cautionary Statement

Information in this press release contains forward-looking statements regarding future events and our future results within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, the continued strength in demand for our products and services; our investments in our business, including in our capabilities, innovation, and operational discipline, including whether these investments ultimately lead to sustained profitable growth and long-term shareholder value; and statements regarding our business and guidance for fiscal year 2026, including our guidance for sales, adjusted earnings per share, segment sales growth rates, segment earnings margin growth rates, adjusted effective tax rate, free cash flow, capital expenditures, and diluted weighted average shares outstanding, as well as our assumptions regarding our guidance, anticipated trends in our business and markets, including our assumptions regarding sales, demand, and margin expansion in fiscal 2026. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to: (1) global economic uncertainty and instability, including in the financial markets that affect Woodward, its customers, and its supply chain; (2) risks related to constraints and disruptions in the global supply chain and labor markets; (3) Woodward’s long sales cycle; (4) risks related to Woodward’s concentration of revenue among a relatively small number of customers; (5) Woodward’s ability to implement and realize the intended effects of any restructuring efforts; (6) Woodward’s ability to successfully manage competitive factors including expenses and fluctuations in sales, as well as innovation and new product development; (7) changes and consolidations in the aerospace market; (8) Woodward’s financial obligations including debt obligations and tax expenses and exposures; (9) risks related to Woodward’s U.S. government contracting activities including potential changes in government spending patterns; (10) volatility with respect to the China on-highway natural gas truck market; (11) Woodward’s ability to protect its intellectual property rights and avoid infringing the intellectual property rights of others; (12) changes in the estimates of fair value of reporting units or of long-lived assets; (13) environmental risks; (14) Woodward’s continued access to a stable workforce and favorable labor relations with its employees, including its ability to retain key personnel or attract and retain new qualified personnel; (15) Woodward’s ability to manage various regulatory and legal matters; (16) risks from operating internationally; (17) cybersecurity, data privacy, and other technological risks; and other risk factors and risks described in Woodward's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2025, any subsequently filed Quarterly Report on Form 10-Q, and other risks described in Woodward’s filings with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date hereof and Woodward assumes no obligation to update such statements, except as required by applicable law.

Woodward, Inc. and Subsidiaries

Condensed Consolidated Statement of Earnings

(Unaudited – In thousands)

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Net sales $ 1,090,568 $ 883,629 $ 2,087,022 $ 1,656,354

Costs and expenses:

Cost of goods sold 774,660 643,530 1,478,953 1,226,621

Selling, general, and administrative expenses 102,285 83,842 197,270 153,538

Research and development costs 46,119 37,230 83,875 67,437

Restructuring charges 6,815 - 6,815 -

Interest expense 12,035 11,889 22,379 24,230

Interest income (715 ) (1,021 ) (1,416 ) (2,398 )

Other income, net (18,058 ) (24,804 ) (37,432 ) (47,891 )

Total costs and expenses 923,141 750,666 1,750,444 1,421,537

Earnings before income taxes 167,427 132,963 336,578 234,817

Income taxes 33,414 24,014 68,846 38,777

Net earnings $ 134,013 $ 108,949 $ 267,732 $ 196,040

Earnings per share amounts:

Basic earnings per share $ 2.25 $ 1.83 $ 4.48 $ 3.30

Diluted earnings per share $ 2.19 $ 1.78 $ 4.36 $ 3.20

Weighted average common shares outstanding:

Basic 59,611 59,432 59,725 59,323

Diluted 61,276 61,344 61,462 61,258

Cash dividends paid per share $ 0.32 $ 0.28 $ 0.60 $ 0.53

Woodward, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited – In thousands)

March 31,

2026 September 30,

2025

Assets

Current assets:

Cash and cash equivalents $ 501,169 $ 327,431

Accounts receivable 931,231 831,116

Inventories 704,465 654,608

Income taxes receivable 69,743 1,553

Other current assets 65,314 69,706

Total current assets 2,271,922 1,884,414

Property, plant, and equipment, net 1,034,798 986,623

Goodwill 825,503 832,288

Intangible assets, net 408,801 428,080

Deferred income tax assets 44,737 118,711

Other assets 383,351 380,027

Total assets $ 4,969,112 $ 4,630,143

Liabilities and stockholders’ equity

Current liabilities:

Short-term debt $ 623,000 $ 122,300

Current portion of long-term debt 46,905 122,934

Accounts payable 305,855 289,417

Income taxes payable 54,532 59,655

Accrued liabilities 281,463 313,083

Total current liabilities 1,311,755 907,389

Long-term debt, less current portion 453,373 456,968

Deferred income tax liabilities 105,332 107,669

Other liabilities 573,192 591,727

Total liabilities 2,443,652 2,063,753

Stockholders’ equity 2,525,460 2,566,390

Total liabilities and stockholders’ equity $ 4,969,112 $ 4,630,143

Woodward, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited – In thousands)

Six Months Ended March 31,

2026 2025

Net cash provided by operating activities $ 205,264 $ 112,341

Cash flows from investing activities:

Payments for purchase of property, plant, and equipment (96,720 ) (51,990 )

Proceeds from sale of assets - 33

Proceeds from short-term investments 65 2,923

Proceeds from business divestitures - 44,896

Payments for acquisitions, net of cash acquired (2,808 ) -

Net cash (used in) investing activities (99,463 ) (4,138 )

Cash flows from financing activities:

Cash dividends paid (35,853 ) (31,453 )

Proceeds from sales of treasury stock 40,388 49,717

Payments for repurchases of common stock (355,297 ) (79,493 )

Borrowings on revolving lines of credit and short-term borrowings 2,010,053 1,350,200

Payments on revolving lines of credit and short-term borrowings (1,509,353 ) (1,306,100 )

Payments of long-term debt and finance lease obligations (75,507 ) (473 )

Net cash provided by (used in) financing activities 74,431 (17,602 )

Effect of exchange rate changes on cash and cash equivalents (6,494 ) (8,730 )

Net change in cash and cash equivalents 173,738 81,871

Cash and cash equivalents, including restricted cash, at beginning of year 327,431 282,270

Cash and cash equivalents, including restricted cash, at end of period 501,169 $ 364,141

Woodward, Inc. and Subsidiaries

Segment Net Sales and Net Earnings

(Unaudited – In thousands)

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Segment net sales:

Aerospace 703,321 561,729 1,338,218 1,055,611

Industrial 387,247 321,900 748,804 600,743

Total consolidated net sales $ 1,090,568 $ 883,629 $ 2,087,022 $ 1,656,354

Segment earnings*:

Aerospace 158,075 124,616 306,470 219,341

As a percent of segment net sales 22.5 % 22.2 % 22.9 % 20.8 %

Industrial 65,721 45,967 132,715 86,164

As a percent of segment net sales 17.0 % 14.3 % 17.7 % 14.3 %

Total segment earnings $ 223,796 $ 170,583 $ 439,185 $ 305,505

Nonsegment expenses (45,049 ) (26,752 ) (81,644 ) (48,856 )

EBIT $ 178,747 $ 143,831 $ 357,541 $ 256,649

Interest expense, net (11,320 ) (10,868 ) (20,963 ) (21,832 )

Consolidated earnings before income taxes $ 167,427 $ 132,963 $ 336,578 $ 234,817

*This schedule reconciles segment earnings, which exclude certain costs, to consolidated earnings before taxes.

Payments for property, plant and equipment $ 52,591 $ 18,416 $ 96,720 $ 51,990

Depreciation expense $ 22,482 $ 20,794 $ 44,178 $ 41,756

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings and EPS to Adjusted Earnings1 and Adjusted EPS1

(Unaudited – In thousands, except per share amounts)

Three Months Ended March 31,

2026 2025

Net

Earnings Earnings

Per Share Net

Earnings Earnings

Per Share

Net Earnings (U.S. GAAP) $ 134,013 $ 2.19 $ 108,949 $ 1.78

Non-U.S. GAAP Adjustments

Restructuring charges 6,815 0.11 - -

Product rationalizationa - - (11,163 ) (0.18 )

Business development activitiesb - - 3,793 0.06

Tax Effect of Non-U.S. GAAP Net Earnings Adjustments (1,702 ) (0.03 ) 1,811 0.03

Total non-U.S. GAAP Adjustments 5,113 0.08 (5,559 ) (0.09 )

Adjusted Net Earnings (Non-U.S. GAAP) $ 139,126 $ 2.27 $ 103,390 $ 1.69

Presented in the line item "Other income, net" in Woodward's Condensed Consolidated Statement of Earnings.

Presented in the line item "Selling, general, and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings.

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings and EPS to Adjusted Net Earnings1 and Adjusted EPS1

(Unaudited – In thousands, except per share amounts)

Six Months Ended March 31,

2026 2025

Net

Earnings Earnings

Per Share Net

Earnings Earnings

Per Share

Net Earnings (U.S. GAAP) $ 267,732 $ 4.36 $ 196,040 $ 3.20

Non-U.S. GAAP Adjustments

Restructuring charges 6,815 0.11 - -

Product rationalizationa - - (20,524 ) (0.33 )

Business development activitiesb - - 7,310 0.12

Tax Effect of Non-U.S. GAAP Net Earnings Adjustments (1,702 ) (0.03 ) 3,130 0.05

Total non-U.S. GAAP Adjustments 5,113 0.08 (10,084 ) (0.16 )

Adjusted Net Earnings(Non-U.S. GAAP) $ 272,845 $ 4.44 $ 185,956 $ 3.04

Presented in the line item "Other income, net" in Woodward's Condensed Consolidated Statement of Earnings.

Presented in the line item "Selling, general, and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings.

Woodward, Inc. and Subsidiaries

Reconciliation of Income Tax Expense

to Adjusted Income Tax Expense1

(Unaudited – In thousands)

Three Months Ended March 31,

2026 2025

Income tax expense (U.S. GAAP) $ 33,414 $ 24,014

Tax Effect of Non-U.S. GAAP Net Earnings Adjustments 1,702 (1,811 )

Adjusted Income Tax Expense (Non-U.S. GAAP) $ 35,116 $ 22,203

Adjusted Income Tax Rate (Non-U.S. GAAP) 20.2 % 17.7 %

Woodward, Inc. and Subsidiaries

Reconciliation of Income Tax Expense to Adjusted Income Tax Expense1

(Unaudited – In thousands)

Six Months Ended March 31,

2026 2025

Income tax expense (U.S. GAAP) $ 68,846 $ 38,777

Tax Effect of Non-U.S. GAAP Net Earnings Adjustments 1,702 (3,130 )

Adjusted Income Tax Expense (Non-U.S. GAAP) $ 70,548 $ 35,647

Adjusted Income Tax Rate (Non-U.S. GAAP) 20.5 % 16.1 %

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings to EBIT1 and Adjusted EBIT1

(Unaudited – In thousands)

Three Months Ended March 31,

2026 2025

Net Earnings (U.S. GAAP) $ 134,013 $ 108,949

Income Tax Expense 33,414 24,014

Interest Expense 12,035 11,889

Interest Income (715 ) (1,021 )

EBIT (Non-U.S. GAAP) 178,747 143,831

Total non-U.S. GAAP Adjustments 6,815 (7,370 )

Adjusted EBIT(Non-U.S. GAAP) $ 185,562 $ 136,461

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings to EBIT1 and Adjusted EBIT1

(Unaudited – In thousands)

Six Months Ended March 31,

2026 2025

Net Earnings (U.S. GAAP) $ 267,732 $ 196,040

Income Tax Expense 68,846 38,777

Interest Expense 22,379 24,230

Interest Income (1,416 ) (2,398 )

EBIT (Non-U.S. GAAP) 357,541 256,649

Total non-U.S. GAAP Adjustments 6,815 (13,214 )

Adjusted EBIT(Non-U.S. GAAP) $ 364,356 $ 243,435

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings to EBITDA1 and Adjusted EBITDA1

(Unaudited – In thousands)

Three Months Ended March 31,

2026 2025

Net Earnings (U.S. GAAP) $ 134,013 $ 108,949

Income Tax Expense 33,414 24,014

Interest Expense 12,035 11,889

Interest Income (715 ) (1,021 )

Amortization of intangible assets 7,424 6,772

Depreciation Expense 22,482 20,794

EBITDA (Non-U.S. GAAP) 208,653 171,397

Total non-U.S. GAAP Adjustments 6,815 (7,370 )

Adjusted EBITDA(Non-U.S. GAAP) $ 215,468 $ 164,027

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings to EBITDA1 and Adjusted EBITDA1

(Unaudited – In thousands)

Six Months Ended March 31,

2026 2025

Net Earnings (U.S. GAAP) $ 267,732 $ 196,040

Income Tax Expense 68,846 38,777

Interest Expense 22,379 24,230

Interest Income (1,416 ) (2,398 )

Amortization of Intangible Assets 14,766 13,686

Depreciation Expense 44,178 41,756

EBITDA (Non-U.S. GAAP) 416,485 312,091

Total non-U.S. GAAP Adjustments 6,815 (13,214 )

Adjusted EBITDA(Non-U.S. GAAP) $ 423,300 $ 298,877

Woodward, Inc. and Subsidiaries

Reconciliation of Non-Segment Expenses to Adjusted Non-Segment Expenses1

(Unaudited – In thousands)

Three Months Ended March 31,

2026 2025

Non-Segment Expenses (U.S. GAAP) $ (45,049 ) $ (26,752 )

Restructuring charges 6,815 -

Product rationalization - (11,163 )

Business development activities - 3,793

Adjusted Non-Segment Expenses (Non-U.S. GAAP) $ (38,234 ) $ (34,122 )

Woodward, Inc. and Subsidiaries

Reconciliation of Non-Segment Expenses to Adjusted Non-Segment Expenses1

(Unaudited – In thousands)

Six Months Ended March 31,

2026 2025

Non-Segment Expenses (U.S. GAAP) $ (81,644 ) $ (48,856 )

Restructuring charges 6,815 -

Product rationalization - (20,524 )

Business development activities - 7,310

Adjusted Non-Segment Expenses (Non-U.S. GAAP) $ (74,829 ) $ (62,070 )

Woodward, Inc. and Subsidiaries

Reconciliation of Net Cash Provided by Operating Activities

to Free Cash Flow1

(Unaudited – In thousands)

Three Months Ended March 31,

2026 2025

Net cash provided by operating activities (U.S. GAAP) $ 90,827 $ 77,825

Payments for property, plant, and equipment (52,591 ) (18,416 )

Free cash flow (Non-U.S. GAAP) $ 38,236 $ 59,409

Woodward, Inc. and Subsidiaries

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow1

(Unaudited – In thousands)

Six Months Ended March 31,

2026 2025

Net cash provided by operating activities (U.S. GAAP) $ 205,264 $ 112,341

Payments for property, plant, and equipment (96,720 ) (51,990 )

Free cash flow (Non-U.S. GAAP) $ 108,544 $ 60,351

1Adjusted and Non-U.S. GAAP Financial Measures: Adjusted net earnings, adjusted earnings per share, adjusted income tax expense, adjusted effective income tax rate, EBIT, adjusted EBIT, EBITDA, adjusted EBITDA, and adjusted nonsegment expenses exclude, as applicable, (i) product rationalization, (ii) costs related to business development activities, and (iii) restructuring charges. The product rationalization adjustment pertains to the elimination and divestiture of certain product lines. The Company believes that these excluded items are short‐term in nature, not directly related to the ongoing operations of the business, and therefore, the exclusion of them illustrates more clearly how the underlying business of Woodward is performing. Guidance with respect to non-U.S. GAAP measures as provided in this release excludes, as applicable, restructuring charges.

EBIT (earnings before interest and taxes), adjusted EBIT, EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted EBITDA, free cash flow, adjusted net earnings, adjusted earnings per share, adjusted income tax expenses, adjusted effective income tax rate, and adjusted nonsegment expenses are financial measures not prepared and presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Management uses EBIT and adjusted EBIT to evaluate Woodward’s operating performance without the impacts of financing and tax related considerations. Management uses EBITDA and adjusted EBITDA in evaluating Woodward’s operating performance, making business decisions, including developing budgets, managing expenditures, forecasting future periods, and evaluating capital structure impacts of various strategic scenarios. Management also uses free cash flow, which is derived from net cash provided by or used in operating activities less payments for property, plant, and equipment in reviewing the financial performance of Woodward’s business segments and evaluating cash generation levels. Securities analysts, investors, and others frequently use EBIT, EBITDA and free cash flow in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets that are subject to amortization. The use of any of these non-U.S. GAAP financial measures is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. Because adjusted net earnings, adjusted earnings per share, EBIT, EBITDA, adjusted EBIT, and adjusted EBITDA exclude certain financial information compared with net earnings, the most comparable U.S. GAAP financial measure, users of this financial information should consider the information that is excluded. Free cash flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. Management’s calculations of EBIT, EBITDA, adjusted net earnings, adjusted earnings per share, adjusted EBIT, adjusted EBITDA, adjusted effective income tax rate, adjusted nonsegment expenses, and free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures. EBITDA leverage is calculated by taking a rolling twelve-month EBITDA divided by total debt.

2Website, Facebook: Woodward has used, and intends to continue to use, its Investor Relations website and its Facebook page as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

3FY26 Adjusted EPS, Free Cash Flow and Adjusted Effective Tax Rate: Information reconciling our FY26 adjusted EPS, free cash flow and adjusted effective tax rate guidance to the most directly comparable GAAP financial measures on a forward-looking basis is not available without unreasonable effort primarily due to [the unpredictability of the individual components of the most directly comparable GAAP financial measure and the variability of items excluded from each such measure. Such information may have a significant, and potentially unpredictable, impact on our future financial results.

Contact:

Dan Provaznik

Director, Investor Relations

970-498-3849

Dan.Provaznik@woodward.com

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