WWD

Forward-Looking Statements This Quarterly Report on Form 10-Q (this "Form 10-Q"), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that are deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of management. Words such as “anticipate,” “believe,” “estimate,” “seek,” “goal,” “expect,” “forecast,” “intend,” “continue,” “outlook,” “plan,” “project,” “target,” “strive,” “can,” “could,” “may,” “should,” “will,” “would,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characteristics of future events or circumstances are forward-looking statements. Forward-looking statements may include, among others, statements relating to: •future sales, earnings, cash flow, uses of cash, and other measures of financial performance, including our assumptions underlying our expectations; •trends in our business and the markets in which we operate, including expectations for those markets, our customers and their business and products; •our ability to manage risks from operating internationally, including the impacts of tariffs on our markets in which we operate as well as our supply chain; •expectations regarding demand for our products; •our expected expenses in future periods and trends in such expenses over time; •our expectations regarding margins and the impact of specific products, product mix, and our strategic actions on margins; •descriptions of our plans and expectations for future operations, including our strategic initiatives and impact of such initiatives; •plans and expectations relating to the performance of our joint venture with GE Aerospace; •the expected levels of activity in particular industries or markets and the effects of changes in those levels; •the scope, nature, or impact of acquisition activity and integration of such acquisition into our business; •the impact of restructuring activities; •the research, development, production, and support of new products and services; •our plans, objectives, expectations, and intentions with respect to business opportunities that may be available to us; •our liquidity, including our ability to meet capital spending requirements and operations; •future dividends and repurchases of common stock; •future levels of indebtedness and capital spending; •the stability of financial institutions, including those lending to us; •pension and other postretirement plan assumptions and future contributions; •our tax rate and other effects of the changes in U.S. federal tax law and other tax law; •availability of raw materials and components used in our products; •expectations relating to environmental and emissions regulations; •effects of data privacy, data protection, and cybersecurity regulations; •our ability to develop competitive technologies or products and to compete effectively in our markets; •our consolidated customer base and ability to enhance customer experience; •our ability to manage risks related to U.S. Government contracting, including defense activity and spending patterns; •our ability to attract, retain, and develop qualified personnel; •our continued access to a stable workforce and our ability to maintain favorable labor relations; •our ability to structure our operations in light of evolving market conditions; •our ability to mitigate the ongoing impacts of inflation and tariffs; •the impact of legal proceedings, investigations, claims and other regulatory proceedings; •the impact of future prices for fossil fuels and commodity prices for oil, natural gas, and other minerals; •the impact of our ability to protect our intellectual property and technological know-how on our business, financial condition, results of operations, and cash flows; and •the impact of any potential physical or cybersecurity attacks and other information technology system or network interruptions or intrusions on our operations, business, including our financial condition, operating results, and reputation. All these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. 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, risk factors described in Woodward's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended September 30, 2025, which was filed on November 25, 2025, and other risks described in Woodward’s filings with the Securities and Exchange Commission. 31 We undertake no obligation to revise or update any forward-looking statements for any reason, except as required by applicable law. Unless we have indicated otherwise or the context otherwise requires, references in this Form 10-Q to “Woodward,” “the Company,” “we,” “us,” and “our” refer to Woodward, Inc. and its consolidated subsidiaries. Except where we have otherwise indicated or the context otherwise requires, amounts presented in this Form 10-Q are in thousands, except per share amounts. OVERVIEW Global Business Conditions As global trade dynamics continue to evolve, the impact of increased trade tensions and related tariffs with U.S. trading partners remains a key factor in shaping global economic activity, supply chains, and market stability. Future tariff adjustments may emerge as countries negotiate trade agreements, respond to geopolitical shifts, and address the challenges of inflation and global competition. We expect increased cost pressure resulting from the already announced tariffs, and there are uncertainties surrounding future tariff policy changes and enforcement. However, the Company’s production and supply bases are largely in the same regions where our products are sold, which we believe will mitigate our exposure. Woodward is closely tracking costs from our supply base and customer forecasts regarding the potential impact of currently announced tariff levels, changes to such levels, and actual and potential retaliatory trade actions. We have experienced and are expecting cost pressure as a result of the implemented tariffs. We are proactively working to mitigate this cost pressure, potential sales risks, and potential supply chain disruptions. On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were not authorized by the statute, although it did not establish a process for recovery. Subsequent cases were filed after the U.S. Supreme Court ruling, which resulted in an order requiring U.S. Customs and Border Protection (“CBP”) to establish an administrative process through which applicable tariffs could be recovered. The Company is the importer of record for certain merchandise that was previously subject to such tariffs under IEEPA. The CBP administrative process went live on April 20, 2026. The Company has filed refund claims for tariffs previously paid and expects to recognize such refunds as they are received. A portion of refund payments have already been recovered, but the timing and amount of overall recovery remain subject to the applicable administrative process and the outcome of the refund claims. The impact on financial statements cannot be accurately estimated at this time. The Company continues to evaluate its rights and remedies and is monitoring the status of its refund claims. The United States-Iran Conflict In March 2026, in response to the military conflict between the United States and Iran, the North Atlantic Treaty Organization (“NATO”) members (including the United States) announced targeted economic sanctions on Iran and Iranian enterprises. Fluctuations in oil prices resulting from the conflict have the potential to significantly disrupt global supply chains, increase production costs, and create economic uncertainty. The impact of any additional sanctions, trade restrictions, or limitations on oil supply remain uncertain due to the fluid nature of the military conflict as it is unfolding. Potential impacts could include supply chain and logistics disruptions, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, heightened cybersecurity threats, and other restrictions. In addition, we are monitoring uncertainties in the geopolitical environment and the extent to which they could impact airline traffic and/or defense spending levels in the U.S. and other countries. If such impacts occur, we expect the significant impacts to us would likely begin in fiscal year 2027. The Company has not identified information indicating a decline in airline traffic during the first nine months of fiscal year 2026. China Wind-Down On January 12, 2026, the Company approved a plan to wind-down its on-highway natural gas truck manufacturing operations in China (the “China OH Business”). This decision follows prior unsuccessful efforts to divest the China OH Business and is a strategic step to align the Industrial segment portfolio with priority end-markets and long-term growth opportunities. The China OH Business has not significantly contributed to the Company's overall financial performance on a consistent basis. In connection with this action, we have incurred restructuring charges of $14,206 in the nine months ended June 30, 2026 and do not expect to incur any additional significant charges in the remainder of fiscal year 2026, as the wind-down is expected to be substantially completed by the end of fiscal year 2026. 32 Operational Highlights Quarter and Year-to-Date Highlights Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Net sales: Aerospace segment $ 708,673 $ 595,990 $ 2,046,891 $ 1,651,601 Industrial segment 401,032 319,456 1,149,836 920,199 Consolidated net sales $ 1,109,705 $ 915,446 $ 3,196,727 $ 2,571,800 Earnings: Aerospace segment $ 170,020 $ 125,740 $ 476,490 $ 345,081 Segment earnings as a percent of segment net sales 24.0 % 21.1 % 23.3 % 20.9 % Industrial segment $ 88,484 $ 47,622 $ 221,199 $ 133,786 Segment earnings as a percent of segment net sales 22.1 % 14.9 % 19.2 % 14.5 % Consolidated net earnings $ 146,675 $ 108,448 $ 414,407 $ 304,488 Adjusted net earnings $ 153,628 $ 108,448 $ 426,473 $ 294,404 Effective tax rate 24.2 % 14.5 % 21.8 % 15.8 % Adjusted effective tax rate 24.2 % 14.5 % 21.9 % 15.5 % Consolidated diluted earnings per share $ 2.40 $ 1.76 $ 6.76 $ 4.96 Consolidated adjusted diluted earnings per share $ 2.52 $ 1.76 $ 6.96 $ 4.80 Earnings before interest and taxes ("EBIT") $ 207,728 $ 137,232 $ 565,269 $ 393,881 Adjusted EBIT $ 216,992 $ 137,232 $ 581,348 $ 380,667 Earnings before interest, taxes, depreciation, and amortization ("EBITDA") $ 239,797 $ 165,886 $ 656,282 $ 477,977 Adjusted EBITDA $ 249,061 $ 165,886 $ 672,361 $ 464,763 Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA are non-U.S. GAAP financial measures. A description of these measures as well as a reconciliation of these non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measures can be found under the caption “Non-U.S. GAAP Financial Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. Liquidity Highlights Net cash provided by operating activities for the first nine months of fiscal year 2026 was $351,937, compared to $237,976 for the first nine months of fiscal year 2025. The increase in net cash provided by operating activities for the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings. For the first nine months of fiscal year 2026, free cash flow was $195,600, compared to $159,439 for the first nine months of fiscal year 2025. We define free cash flow as net cash provided by operating activities less payments for property, plant, and equipment. The increase in free cash flow for the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings, partially offset by increases in working capital and higher capital expenditures. The increase in working capital was driven by higher inventory levels to support demand and higher than expected accounts receivable balances due to the timing of collections. On September 16, 2025, we announced plans to build a precision manufacturing facility in Greer, South Carolina, in Spartanburg County. The new site is a strategic investment for us, and it has required, and will continue to require, significant capital investment in fiscal year 2026 and fiscal year 2027. The site is expected to become operational in 2027, and we continue to expect a meaningful increase in capital expenditures over the remainder of fiscal year 2026 related to the construction of this facility. Free cash flow is a non-U.S. GAAP financial measure. A description of this measure as well as a reconciliation of this non-U.S. GAAP financial measure to the most directly comparable U.S. GAAP financial measure can be found under the caption “Non-U.S. GAAP Financial Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. At June 30, 2026, we held $474,851 in cash and cash equivalents and had total outstanding debt of $1,341,935. We have additional borrowing availability of $399,610, net of outstanding letters of credit, under our revolving credit 33 agreement. At June 30, 2026, we also had additional borrowing capacity of $25,556 under various foreign lines of credit and foreign overdraft facilities. RESULTS OF OPERATIONS The following table sets forth condensed consolidated statements of earnings data as a percentage of net sales for each period indicated: Three Months Ended Nine Months Ended June 30, 2026 % of Net Sales June 30, 2025 % of Net Sales June 30, 2026 % of Net Sales June 30, 2025 % of Net Sales Net sales $ 1,109,705 100 % $ 915,446 100 % $ 3,196,727 100 % $ 2,571,800 100 % Costs and expenses: Cost of goods sold 759,799 68.5 % 666,287 72.8 % 2,238,752 70.0 % 1,892,908 73.6 % Selling, general, and administrative expenses 106,465 9.6 % 88,703 9.7 % 303,735 9.5 % 242,241 9.4 % Research and development costs 49,316 4.4 % 41,088 4.5 % 133,191 4.2 % 108,525 4.2 % Restructuring charges 9,264 0.8 % — 0.0 % 16,079 0.5 % — 0.0 % Interest expense 14,827 1.3 % 11,234 1.2 % 37,206 1.2 % 35,464 1.4 % Interest income (611 ) (0.1 )% (838 ) (0.1 )% (2,027 ) (0.1 )% (3,236 ) (0.2 )% Other income, net (22,867 ) (2.1 )% (17,864 ) (2.0 )% (60,299 ) (1.9 )% (65,755 ) (2.6 )% Total costs and expenses 916,193 82.6 % 788,610 86.1 % 2,666,637 83.4 % 2,210,147 85.9 % Earnings before income taxes 193,512 17.4 % 126,836 13.9 % 530,090 16.6 % 361,653 14.1 % Income tax expense 46,837 4.2 % 18,388 2.0 % 115,683 3.6 % 57,165 2.2 % Net earnings $ 146,675 13.2 % $ 108,448 11.8 % $ 414,407 13.0 % $ 304,488 11.8 % Other select financial data: June 30, 2026 September 30, 2025 Net working capital $ 917,356 $ 977,025 Total debt 1,341,935 702,202 Total stockholders' equity 2,473,794 2,566,390 Net Sales Consolidated net sales for the third quarter of fiscal year 2026 increased by $194,259, or 21.2%, compared to the same period of fiscal year 2025. Consolidated net sales for the first nine months of fiscal year 2026 increased by $624,927, or 24.3%, compared to the same period of fiscal year 2025. Details of the changes in consolidated net sales were as follows: Three-Month Period Nine-Month Period Consolidated net sales for the period ended June 30, 2025 $ 915,446 $ 2,571,800 Aerospace volume 36,092 221,113 Industrial volume 63,171 149,036 Effects of changes in price 90,762 217,669 Effects of changes in foreign currency rates 4,234 37,109 Consolidated net sales for the period ended June 30, 2026 $ 1,109,705 $ 3,196,727 The increases in Aerospace segment net sales in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily attributable to higher sales volumes and price realization. We currently expect continued demand growth in Aerospace across our markets, and we are investing in capacity and automated processes to support this anticipated growth. The increases in Industrial segment net sales in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily attributable to higher sales volumes and price realization. Industrial net sales for the first nine months of fiscal year 2026 also benefited from favorable foreign currency impacts. Costs and Expenses Cost of goods sold increased by $93,512 to $759,799 for the third quarter of fiscal year 2026, from $666,287 for the third quarter of fiscal year 2025. Cost of goods sold decreased to 68.5% of net sales for the third quarter of fiscal year 2026, compared to 72.8% of net sales for the third quarter of fiscal year 2025. 34 Cost of goods sold increased by $345,844 to $2,238,752 for the first nine months of fiscal year 2026, from $1,892,908 for the first nine months of fiscal year 2025. Cost of goods sold decreased to 70.0% of net sales for the first nine months of fiscal year 2026, compared to 73.6% of net sales for the first nine months of fiscal year 2025. The increases in cost of goods sold on an absolute basis in the third quarter and first nine months of fiscal year 2026 compared to the same periods of fiscal year 2025 were primarily due to higher sales volumes and net inflationary impacts on material and labor costs. Gross margin (as measured by net sales less cost of goods sold, divided by net sales) was 31.5% for the third quarter of fiscal year 2026, compared to 27.2% for the third quarter of fiscal year 2025. Gross margin was 30.0% for the first nine months of fiscal year 2026, compared to 26.4% for the first nine months of fiscal year 2025. The increases in gross margin for the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily attributable to higher sales volumes and price realization. Selling, general, and administrative expenses increased by $17,762, or 20.0%, to $106,465 for the third quarter of fiscal year 2026, compared to $88,703 for the third quarter of fiscal year 2025. Selling, general, and administrative expenses as a percentage of net sales decreased to 9.6% for the third quarter of fiscal year 2026, compared to 9.7% for the third quarter of fiscal year 2025. The increase in selling, general, and administrative expenses on an absolute basis for the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily due to increased expenses relating to headcount and increased variable annual incentive compensation costs. Selling, general, and administrative expenses increased by $61,494, or 25.4%, to $303,735 for the first nine months of fiscal year 2026, compared to $242,241 for the first nine months of fiscal year 2025. Selling, general, and administrative expenses as a percentage of net sales increased to 9.5% for the first nine months of fiscal year 2026, compared to 9.4% for the first nine months of fiscal year 2025. The increase in selling, general, and administrative expenses for the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily due to higher labor costs, increased variable annual incentive compensation costs, a reserve for a product performance claim in our Industrial segment, and higher project-related costs. Research and development ("R&D") costs were $49,316, or 4.4% of net sales, for the third quarter of fiscal year 2026, compared to $41,088, or 4.5% of net sales, for the third quarter of fiscal year 2025. R&D costs were $133,191, or 4.2% of net sales, for the first nine months of fiscal year 2026, as compared to $108,525, or 4.2% of net sales, for the first nine months of fiscal year 2025. R&D costs increased in the third quarter and first nine months of fiscal year 2026, primarily due to early-stage efforts to compete for the next single-aisle aircraft platform. We expect R&D costs to increase in fiscal year 2026 as compared to fiscal year 2025, and we anticipate additional increases in future years as next-generation aircraft program timelines become more defined. Our R&D activities extend across almost all of our customer base, and we anticipate ongoing variability in R&D costs due to the timing of customer business needs on current and future programs. Interest expense increased by $3,593, or 32.0%, to $14,827 for the third quarter of fiscal year 2026, compared to $11,234 for the third quarter of fiscal year 2025. Interest expense as a percentage of net sales was 1.3% for the third quarter of fiscal year 2026, compared to 1.2% for the third quarter of fiscal year 2025. The increase in interest expense was primarily attributable to increased daily borrowings on the revolving credit facility during the third quarter of fiscal year 2026. Interest expense increased by $1,742, or 4.9%, to $37,206 for the first nine months of fiscal year 2026, compared to $35,464 for the first nine months of fiscal year 2025. Interest expense as a percentage of net sales was 1.2% for the first nine months of fiscal year 2026, compared to 1.4% for the first nine months of fiscal year 2025. The increase in interest expense on an absolute basis was primarily attributable to increased daily borrowings on the revolving credit facility, partially offset by a lower long-term debt balance, as we paid the entire principal balance of $75,000 on the Series I and L Notes on November 17, 2025. Other income, net increased by $5,003 to $22,867 for the third quarter of fiscal year 2026, compared to $17,864 for the third quarter of fiscal year 2025. The increase in other income, net was primarily attributable to an increase in earnings of the JV. Other income, net decreased by $5,456 to $60,299 for the first nine months of fiscal year 2026, compared to $65,755 for the first nine months of fiscal year 2025. The decrease in other income, net for first nine months of fiscal year 2026 as compared to the same period of fiscal 2025 was primarily attributable to a one-time gain related to product rationalization activities that was recognized in the prior year that did not occur in the current year, partially offset by an increase in earnings of the JV. 35 Income taxes were provided at an effective rate of 24.2% on earnings before income taxes for the third quarter of fiscal year 2026, compared to 14.5% for the third quarter of fiscal year 2025. Income taxes were provided at an effective rate of 21.8% on earnings before income taxes for the first nine months of fiscal year 2026, compared to 15.8% for the first nine months of fiscal year 2025. The increases in the effective tax rates for the third quarter and first nine months of fiscal year 2026, compared to the same periods of fiscal year 2025, were primarily attributable to the elimination of the U.S. intangible income tax benefit in the current year due to the one-time reversal of research costs previously capitalized, an increase in U.S. taxes on foreign earnings, a decrease in the tax benefit from stock-based compensation, a reduction to the U.S. Federal Research and Development Credit, and unfavorable state tax law changes. Segment Results The following table presents sales by segment: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Net sales: Aerospace $ 708,673 63.9 % $ 595,990 65.1 % $ 2,046,891 64.0 % $ 1,651,601 64.2 % Industrial 401,032 36.1 % 319,456 34.9 % 1,149,836 36.0 % 920,199 35.8 % Consolidated net sales $ 1,109,705 100 % $ 915,446 100 % $ 3,196,727 100 % $ 2,571,800 100 % The following table presents earnings by segment and reconciles segment earnings to consolidated net earnings: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Aerospace $ 170,020 $ 125,740 $ 476,490 $ 345,081 Industrial 88,484 47,622 221,199 133,786 Nonsegment expenses (50,776 ) (36,130 ) (132,420 ) (84,986 ) Interest expense, net (14,216 ) (10,396 ) (35,179 ) (32,228 ) Consolidated earnings before income taxes 193,512 126,836 530,090 361,653 Income tax expense (46,837 ) (18,388 ) (115,683 ) (57,165 ) Consolidated net earnings $ 146,675 $ 108,448 $ 414,407 $ 304,488 The following table presents segment earnings as a percent of segment net sales: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Aerospace 24.0 % 21.1 % 23.3 % 20.9 % Industrial 22.1 % 14.9 % 19.2 % 14.5 % Aerospace Aerospace segment net sales increased by $112,683, or 18.9%, to $708,673 for the third quarter of fiscal year 2026, compared to $595,990 for the third quarter of fiscal year 2025. Aerospace segment net sales increased by $395,290, or 23.9%, to $2,046,891 for the first nine months of fiscal year 2026, compared to $1,651,601 for the first nine months of fiscal year 2025. The increases in Aerospace segment net sales in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of the prior fiscal year 2025 were primarily attributable to increased sales volumes and price realization. We currently expect continued demand growth in Aerospace across our markets, and we are investing in capacity and automated processes to support this anticipated growth. Commercial OEM sales increased in the third quarter as compared to the same period of fiscal year 2025, primarily due to increased airframer production rates. Commercial OEM sales increased in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily due to increased airframer production rates and a tapering of destocking efforts by airframers. For the remainder of fiscal year 2026, we do not expect destocking efforts to have a large impact, as we believe our output is currently well-aligned with current airframer build rates. Commercial services sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to higher repair volume supported by sustained high aircraft utilization of legacy aircraft, increased Leading Edge Aviation Propulsion ("LEAP") and Pratt & Whitney’s Geared Turbo Fan ("GTF") activity, and solid service demand across widebody and regional platforms. We also experienced strong spare line replacement unit (“LRU”) sales in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025. Spare LRU sales were generally consistent with what we experienced during the last three sequential quarters. 36 Defense OEM sales decreased in the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily driven by a one-time revenue recognition adjustment. Defense OEM sales increased in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily driven by increased Joint Direct Attack Munition ("JDAM") pricing, which took effect during the fourth quarter of fiscal year 2025. Defense services sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to price realization. We expect variability in Defense services sales, which is generally attributable to the cycling of various maintenance and upgrade programs, as well as actual usage. Aerospace segment earnings increased by $44,280, or 35.2%, to $170,020 for the third quarter of fiscal year 2026, compared to $125,740 for the third quarter of fiscal year 2025. Aerospace segment earnings increased by $131,409, or 38.1%, to $476,490 for the first nine months of fiscal year 2026, compared to $345,081 for the first nine months of fiscal year 2025. The increases in Aerospace segment earnings were due to the following: Three-Month Period Nine-Month Period Earnings for the period ended June 30, 2025 $ 125,740 $ 345,081 Sales volume and mix 8,169 74,924 Price, inflation, and productivity 55,040 121,928 Manufacturing expenses (7,420 ) (27,020 ) Annual variable incentive compensation expenses (3,310 ) (16,775 ) Research and development expenses (6,472 ) (16,047 ) Other, net (1,727 ) (5,601 ) Earnings for the period ended June 30, 2026 $ 170,020 $ 476,490 Aerospace segment earnings as a percentage of segment net sales were 24.0% for the third quarter of fiscal year 2026, compared to 21.1% for the third quarter of fiscal year 2025. The increase in Aerospace segment earnings in the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was the result of price realization and increased leverage from higher sales volumes, partially offset by inflation and unfavorable mix. The price realization impact in the quarter included a one-time retroactive pricing adjustment. Aerospace segment earnings as a percentage of segment net sales were 23.3% for the first nine months of fiscal year 2026, compared to 20.9% for the first nine months of fiscal year 2025. The increase in Aerospace segment earnings in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was the result of price realization and higher sales volumes, partially offset by strategic investments in manufacturing capabilities, inflation, and unfavorable mix. The strategic investments include enhancements to our manufacturing capabilities to deliver the content on current platforms, incremental R&D tied to early-stage efforts to compete for the next single-aisle aircraft platform, and an enterprise resource planning system upgrade. While these initiatives are impacting margins, they are critical to position the Company for sustained long-term growth, and we expect these investments to continue for the remainder of fiscal year 2026 and fiscal year 2027. Industrial Industrial segment net sales increased by $81,576, or 25.5%, to $401,032 for the third quarter of fiscal year 2026, compared to $319,456 for the third quarter of fiscal year 2025. Industrial segment net sales increased by $229,637, or 25.0%, to $1,149,836 for the first nine months of fiscal year 2026, compared to $920,199 for the first nine months of fiscal year 2025. The increases in Industrial segment net sales in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily attributable to higher sales volumes and price realization. Industrial net sales for the first nine months of fiscal year 2026 also benefited from favorable foreign currency impacts. Power generation sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to higher data center demand for both base and backup power. We recently expanded capacity to support anticipated continued demand growth for power generation applications. Transportation sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due strong marine transportation sales reflecting higher shipyard output as well as increases in sales relating to our on-highway natural gas truck business in China. We do not expect significant China on-highway sales in the fourth quarter as we complete the wind-down of this business. 37 Oil and gas sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to higher liquified natural gas infrastructure related volume. Industrial segment earnings increased by $40,862, or 85.8%, to $88,484 for the third quarter of fiscal year 2026, compared to $47,622 for the third quarter of fiscal year 2025. Industrial segment earnings increased by $87,413, or 65.3%, to $221,199 for the first nine months of fiscal year 2026, compared to $133,786 for the first nine months of fiscal year 2025. The increase in Industrial segment earnings was due to the following: Three-Month Period Nine-Month Period Earnings for the period ended June 30, 2025 $ 47,622 $ 133,786 Sales volume and mix 31,807 80,516 Price, inflation, and productivity 12,102 35,407 Annual variable incentive compensation expenses 432 (6,888 ) Other, net (3,479 ) (21,622 ) Earnings for the period ended June 30, 2026 $ 88,484 $ 221,199 Industrial segment earnings as a percentage of segment net sales were 22.1% for the third quarter of fiscal year 2026, compared to 14.9% for the third quarter of fiscal year 2025. Industrial segment earnings as a percentage of segment net sales were 19.2% for the first nine months of fiscal year 2026, compared to 14.5% for the first nine months of fiscal year 2025. The increases in Industrial segment earnings in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily driven by increased leverage from higher sales volume and price realization, partially offset by inflation. Nonsegment Nonsegment expenses increased by $14,646 to $50,776 for the third quarter of fiscal year 2026, compared to $36,130 for the third quarter of fiscal year 2025. Nonsegment expenses increased by $47,434 to $132,420 for the first nine months of fiscal year 2026, compared to $84,986 for the first nine months of fiscal year 2025. The significant items that impacted nonsegment expenses were as follows: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Nonsegment expenses $ (50,776 ) $ (36,130 ) $ (132,420 ) $ (84,986 ) Restructuring charges 9,264 — 16,079 — Product rationalization — — — (20,524 ) Business development activities — — — 7,310 Nonsegment expenses excluding infrequent significant items $ (41,512 ) $ (36,130 ) $ (116,341 ) $ (98,200 ) Excluding these items, nonsegment expenses increased $5,382 in the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 and increased $18,141 in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025. The increases in nonsegment expenses for the third quarter and first nine months of fiscal year 2026 were primarily attributable to higher project-related costs and increased labor costs. LIQUIDITY AND CAPITAL RESOURCES Historically, we have satisfied our working capital needs, as well as capital expenditures, product development, and other liquidity requirements associated with our operations, with net cash provided by operating activities and borrowings under our credit facilities. From time to time, we have also issued debt to supplement our cash needs, repay our other indebtedness, or finance our acquisitions. We continue to expect that cash generated from our operating activities, together with borrowings under our revolving credit facility and other borrowing capacity, will be sufficient to fund our continuing operating needs for the next 12 months and the foreseeable future. In addition to our revolving credit facility, we have various foreign credit facilities, some of which are tied to net amounts on deposit at certain foreign financial institutions. These foreign credit facilities are reviewed annually for renewal. We use borrowings under these foreign credit facilities to finance certain local operations on a periodic basis. For further discussion of our revolving credit facility and our other credit facilities, see Note 15, Credit facilities, short-term borrowings, and long-term debt in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. 38 At June 30, 2026, we had total outstanding debt of $1,341,935, consisting of outstanding balances on our revolving credit facility, various series of unsecured notes due between 2026 and 2033, and obligations under our finance leases. At June 30, 2026, we had $592,496 outstanding on our revolving credit facility, all of which is classified as short-term borrowings based on our intent and ability to repay this amount in the next 12 months. Revolving credit facility and short-term borrowing activity during the nine months ended June 30, 2026 were as follows: Maximum daily balance during the period $ 685,600 Average daily balance during the period $ 432,942 Weighted average interest rate on average daily balance 4.7 % At June 30, 2026, we had additional borrowing availability of $399,610 under our revolving credit facility, net of outstanding letters of credit, and additional borrowing availability of $25,556 under various foreign credit facilities. We were compliant with all our debt covenants as of June 30, 2026. See Note 15, Credit facilities, short-term borrowings, and long-term debt in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for fiscal year 2025, for more information about our covenants. In addition to utilizing our cash resources to fund the working capital needs of our business, we evaluate, and from time to time, use cash for additional strategic uses, including the repurchase of our common stock under our authorized stock repurchase program, payment of dividends, significant capital expenditures, strategic acquisitions, and other potential uses of cash. Our ability to service our long-term debt, to remain compliant with the various restrictions and covenants contained in our debt agreements, and to fund working capital, capital expenditures and product development efforts will depend on our ability to generate cash from operating activities, which in turn is subject to, among other things, future operating performance as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. We believe that cash flows from operations, along with our contractually committed borrowings and other borrowing capability, will continue to be sufficient to fund anticipated capital spending requirements and our operations for the foreseeable future. However, we could be adversely affected if the financial institutions providing our capital requirements refuse to honor their contractual commitments, cease lending, or declare bankruptcy. We believe the lending institutions participating in our credit arrangements are financially stable and do not currently foresee adverse impacts to financial institutions supporting our capital requirements. Cash Flows Nine Months Ended June 30, 2026 2025 Net cash provided by operating activities $ 351,937 $ 237,976 Net cash used in investing activities (286,795 ) (27,518 ) Net cash provided by (used in) financing activities 88,769 (26,126 ) Effect of exchange rate changes on cash and cash equivalents (6,491 ) 6,557 Net change in cash and cash equivalents 147,420 190,889 Cash and cash equivalents at beginning of year 327,431 282,270 Cash and cash equivalents at end of period $ 474,851 $ 473,159 Net cash provided by operating activities for the first nine months of fiscal year 2026 was $351,937, compared to $237,976 for the same period of fiscal year 2025. The increase in net cash provided by operating activities in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings. Net cash used in investing activities for the first nine months of fiscal year 2026 was $286,795, compared to $27,518 for the same period of fiscal year 2025. The increase in net cash used in investing activities in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily due to higher capital expenditures in the current fiscal year and payments for acquisitions in the current fiscal year, partially offset by proceeds received from certain business divestitures as part of product rationalization efforts in the prior fiscal year. Net cash provided by financing activities for the first nine months of fiscal year 2026 was $88,769, compared to net cash used in financing activities of $26,126 for the same period of fiscal year 2025. The increase in net cash provided by financing activities for the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was 39 primarily attributable to an increase in net debt borrowings, partially offset by increased repurchases of common stock. During the first nine months of fiscal year 2026, we had net debt borrowings in the amount of $644,622, compared to net debt borrowings of $50,281 in the first nine months of fiscal year 2025. During the first nine months of fiscal year 2026, we repurchased $553,031 of our common stock, whereas in the first nine months of fiscal year 2025, we repurchased $124,276. Non-U.S. GAAP Financial Measures Adjusted net earnings, adjusted earnings per share, adjusted income tax expense, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, adjusted EBITDA, and free cash flow are financial measures not prepared and presented in accordance with U.S. GAAP. However, we believe these non-U.S. GAAP financial measures provide additional information that enables readers to evaluate our business from the perspective of management. Earnings based non‐U.S. GAAP financial measures Adjusted net earnings is defined by the Company as net earnings excluding, 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, their exclusion illustrates more clearly how the underlying business of Woodward is performing. Management uses adjusted net earnings to evaluate the Company’s performance excluding these infrequent or unusual period expenses that are not necessarily indicative of the Company’s operating performance for the period. Management defines adjusted earnings per share as adjusted net earnings, as defined above, divided by the weighted‐average number of diluted shares of common stock outstanding for the period. Adjusted income tax expense is defined by the Company as income tax expense excluding, 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. Management uses adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, and adjusted income tax expense when comparing operating performance to other periods. The reconciliation of net earnings and earnings per share to adjusted net earnings and adjusted earnings per share, respectively, is shown in the tables below: Three Months Ended June 30, 2026 2025 Net Earnings Earnings Per Share Net Earnings Earnings Per Share Net earnings (U.S. GAAP) $ 146,675 $ 2.40 $ 108,448 $ 1.76 Non-U.S. GAAP adjustments: Restructuring charges 9,264 0.15 — — Tax effect of Non-U.S. GAAP net earnings adjustments (2,311 ) (0.03 ) — — Non-U.S. GAAP adjustments 6,953 0.12 — — Adjusted net earnings (Non-U.S. GAAP) $ 153,628 $ 2.52 $ 108,448 $ 1.76 40 Nine Months Ended June 30, 2026 2025 Net Earnings Earnings Per Share Net Earnings Earnings Per Share Earnings per share (U.S. GAAP) $ 414,407 $ 6.76 $ 304,488 $ 4.96 Non-U.S. GAAP adjustments, net of tax: Restructuring charges 16,079 0.26 — — Product rationalization1 — — (20,524 ) (0.33 ) Business development activities2 — — 7,310 0.12 Tax effect of Non-U.S. GAAP net earnings adjustments (4,013 ) (0.06 ) 3,130 0.05 Total non-U.S. GAAP adjustments 12,066 0.20 (10,084 ) (0.16 ) Adjusted earnings per share (Non-U.S. GAAP) $ 426,473 $ 6.96 $ 294,404 $ 4.80 (1)Presented in the line item "Other income, net" in Woodward's Condensed Consolidated Statement of Earnings. (2)Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings. The reconciliation of income tax expense to adjusted income tax expense and the adjusted effective tax rate, is shown in the tables below: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Income tax expense (U.S. GAAP) $ 46,837 $ 18,388 $ 115,683 $ 57,165 Tax effect of Non-U.S. GAAP net income adjustments 2,311 — 4,013 (3,130 ) Adjusted income tax expense (Non-U.S. GAAP) $ 49,148 $ 18,388 $ 119,696 $ 54,035 Adjusted effective tax rate (Non-U.S. GAAP) 24.2 % 14.5 % 21.9 % 15.5 % Management uses EBIT to evaluate Woodward’s performance without financing and tax related considerations, as these elements do not fluctuate with operating results. Management uses 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. Securities analysts, investors, and others frequently use EBIT and EBITDA in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets subject to amortization. The Company believes that EBIT and EBITDA are useful measures to the investor when measuring operating performance as they eliminate the impact of financing and tax expenses, which are non-operating expenses and may be driven by factors outside of the Company’s operations, such as changes in tax laws or regulations, and, in the case of EBITDA, the noncash charges associated with depreciation and amortization. Further, as interest from financing, income taxes, depreciation, and amortization can vary dramatically between companies and between periods, management believes that the removal of these items can improve comparability. Adjusted EBIT and adjusted EBITDA represent further non-U.S. GAAP adjustments to EBIT and EBITDA, in each case adjusted to 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. As these charges are infrequent or unusual items that can be variable from period to period and do not fluctuate with operating results, management believes removing these gains and costs from EBIT and EBITDA improves comparability of past, present, and future operating results and provides consistency when comparing EBIT and EBITDA between periods. 41 EBIT and adjusted EBIT reconciled to net earnings were as follows: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Net earnings (U.S. GAAP) $ 146,675 $ 108,448 $ 414,407 $ 304,488 Income tax expense 46,837 18,388 115,683 57,165 Interest expense 14,827 11,234 37,206 35,464 Interest income (611 ) (838 ) (2,027 ) (3,236 ) EBIT (Non-U.S. GAAP) 207,728 137,232 565,269 393,881 Non-U.S. GAAP adjustments: Restructuring charges 9,264 — 16,079 — Product rationalization1 — — — (20,524 ) Business development activities2 — — — 7,310 Total non-U.S. GAAP adjustments 9,264 — 16,079 (13,214 ) Adjusted EBIT (Non-U.S. GAAP) $ 216,992 $ 137,232 $ 581,348 $ 380,667 (1)Presented in the line item "Other income, net" in Woodward's Condensed Consolidated Statement of Earnings. (2)Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings. EBITDA and adjusted EBITDA reconciled to net earnings were as follows: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Net earnings (U.S. GAAP) $ 146,675 $ 108,448 $ 414,407 $ 304,488 Income tax expense 46,837 18,388 115,683 57,165 Interest expense 14,827 11,234 37,206 35,464 Interest income (611 ) (838 ) (2,027 ) (3,236 ) Amortization of intangible assets 9,568 7,172 24,334 20,858 Depreciation expense 22,501 21,482 66,679 63,238 EBITDA (Non-U.S. GAAP) 239,797 165,886 656,282 477,977 Non-U.S. GAAP adjustments: Restructuring charges 9,264 — 16,079 — Product rationalization1 — — — (20,524 ) Business development activities2 — — — 7,310 Total non-U.S. GAAP adjustments 9,264 — 16,079 (13,214 ) Adjusted EBITDA (Non-U.S. GAAP) $ 249,061 $ 165,886 $ 672,361 $ 464,763 (1)Presented in the line item "Other income, net" in Woodward's Condensed Consolidated Statement of Earnings. (2)Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings. The use 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. As adjusted net earnings, adjusted net earnings per share, adjusted income tax expense, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA exclude certain financial information compared with net earnings and income tax expense, the most directly comparable U.S. GAAP financial measures, users of this financial information should consider the information that is excluded. Our calculations of adjusted net earnings, adjusted net earnings per share, adjusted income tax expense, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures. Cash flow‐based non‐U.S. GAAP financial measures Management uses free cash flow, which is defined by the Company as net cash provided by operating activities less payments for property, plant, and equipment, in reviewing the financial performance of and cash generation by Woodward’s various business groups and evaluating cash levels. We believe free cash flow is a useful measure for investors because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying interest on our indebtedness, repaying maturing debt, funding business acquisitions, repurchasing our common stock, 42 paying dividends, and investing in additional research and development. In addition, securities analysts, investors, and others frequently use free cash flow in their evaluation of companies. The use of this non‐U.S. GAAP financial measure is not intended to be considered in isolation of, or as substitutes for, the financial information prepared and presented in accordance with U.S. GAAP. 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. Our calculation of free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures. Free cash flow reconciled to net cash provided by operating activities was as follows: Nine Months Ended June 30, 2026 2025 Net cash provided by operating activities (U.S. GAAP) $ 351,937 $ 237,976 Payments for property, plant and equipment (156,337 ) (78,537 ) Free cash flow (Non-U.S. GAAP) $ 195,600 $ 159,439 CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Note 1, Operations and summary of significant accounting policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of our most recently filed Annual Report on Form 10-K, describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Our critical accounting estimates, identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our most recently filed Form 10-K, include the discussion of estimates used for revenue recognition, inventory valuation, reviews for impairment of goodwill and other indefinitely lived intangible assets, and our provision for income taxes. Such accounting estimates require significant judgments and assumptions to be used in the preparation of the Condensed Consolidated Financial Statements included in this Form 10-Q, and actual results could differ materially from the amounts reported. New Accounting Standards From time to time, the FASB or other standards-setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update. To understand the impact of recently issued standards, whether adopted or to be adopted, please review the information provided in Note 2, New accounting standards in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. Unless otherwise discussed, we believe that the impact of recently issued standards, whether adopted or to be adopted in the future, is not expected to have a material impact on our Condensed Consolidated Financial Statements upon adoption.