Form 8-K

8-K — Woodward, Inc.

Accession: 0001171843-26-005009

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000108312

SIC: 3620 (ELECTRICAL INDUSTRIAL APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_072926.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_072926.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): July 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 July 29, 2026, Woodward, Inc. (the "Registrant") reported its results of operations for its third 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 July 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: July 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

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EdgarFiling

EXHIBIT 99.1

Woodward Reports Third Quarter Fiscal Year 2026 Results

Raising Earnings Guidance Based on Strong Third Quarter and Confidence in the Fourth Quarter

FORT COLLINS, Colo., July 29, 2026 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ:WWD) today reported financial results for its third quarter ended June 30, 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. All percentages have been calculated using unrounded amounts.

Third Quarter Overview

Third Quarter 2026 Year-to-Date 2026

Net sales $1.1B, +21% $3.2B, +24%

Earnings per share (EPS) $2.40, +36% $6.76, +36%

Adjusted EPS1 $2.52, +43% $6.96, +45%

Net cash provided by operating activities $147M, +17% $352M, +48%

Free cash flow1 $87M, -12% $196M, +23%

“We delivered outstanding third quarter results, including significant sales growth and margin expansion in both segments,” said Chip Blankenship, Chairman and Chief Executive Officer. “In Aerospace, commercial services demand was resilient, while commercial OEM benefited from increasing aircraft production rates. Industrial sales and earnings performance was outstanding, with segment earnings growth of 86 percent driven by substantial sales growth across all primary markets.

“Demand across our portfolio remains durable, and our teams continue to expand capacity, improve flow, and support customers. We are raising our full-year earnings guidance and remain focused on creating long-term value for shareholders through profitable growth, operational excellence, and innovation.”

Third Quarter Fiscal Year 2026 Company Results

Total Company Results

(Dollars in millions, except per share amounts)

Three Months Ended June 30, Nine Months Ended June 30,

2026

2025 Year over Year 2026

2025 Year over Year

Income Statement

Net sales $ 1,110 $ 915 21 % $ 3,197 $ 2,572 24 %

Net earnings 147 108 35 % 414 304 36 %

Adjusted net earnings1* 154 108 42 % 426 294 45 %

EPS $ 2.40 $ 1.76 36 % $ 6.76 $ 4.96 36 %

Adjusted EPS* $ 2.52 $ 1.76 43 % $ 6.96 $ 4.80 45 %

EBIT1 208 137 51 % 565 394 44 %

Adjusted EBIT1* 217 137 58 % 581 381 53 %

EBITDA1 240 166 45 % 656 478 37 %

Adjusted EBITDA1* 249 166 50 % 672 465 45 %

Effective tax rate 24.2 % 14.5 % 970 bps 21.8 % 15.8 % 600 bps

Adjusted effective tax rate1* 24.2 % 14.5 % 970 bps 21.9 % 15.5 % 640 bps

Cash Flow and Financial Position

Net cash provided by operating activities $ 147 $ 126 17 % $ 352 $ 238 48 %

Capital expenditures 60 27 125 % 156 79 99 %

Free cash flow 87 99 -12 % 196 159 23 %

Dividends paid 19 17 55 48

Share repurchases 198 45 553 124

Total debt 1,342 933

EBITDA leverage1 1.6x 1.5x

*There were no adjustments to these measures in the third quarter of fiscal year 2025

Segment Results

Aerospace

(Dollars in millions)

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 Year over Year 2026 2025 Year over Year

Commercial OEM $ 234 $ 175 34 % $ 640 $ 497 29 %

Commercial services 268 215 24 % 788 581 36 %

Defense OEM 141 150 -6 % 430 401 7 %

Defense services 66 55 20 % 189 173 9 %

Sales 709 596 19 % 2,047 1,652 24 %

Segment earnings 170 126 35 % 476 345 38 %

Segment margin % 24.0 % 21.1 % 290 bps 23.3 % 20.9 % 240 bps

Segment earnings for the third quarter of 2026 were $170 million, or 24.0 percent of segment sales. The increase in segment earnings in the quarter was the result of price realization and increased leverage on higher sales volumes, partially offset by inflation and unfavorable mix.

Segment earnings for the first nine months of fiscal 2026 were $476 million, or 23.3 percent of segment sales. The increase in segment earnings in the first nine months of the fiscal year was the result of price realization and increased leverage on higher sales volumes, partially offset by strategic investments in manufacturing capabilities, inflation, and unfavorable mix.

Industrial

(Dollars in millions)

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 Year over Year 2026 2025 Year over Year

Transportation $ 180 $ 129 40 % $ 523 $ 368 42 %

Power generation 145 122 19 % 403 364 11 %

Oil and gas 76 68 11 % 223 188 18 %

Sales 401 319 26 % 1,150 920 25 %

Segment earnings 88 48 86 % 221 134 65 %

Segment margin % 22.1 % 14.9 % 720 bps 19.2 % 14.5 % 470 bps

Industrial segment earnings for the third quarter of 2026 were $88 million, or 22.1 percent of segment sales. Industrial segment earnings for the first nine months of 2026 were $221 million, or 19.2 percent of segment sales. The increase in segment earnings in both periods was primarily driven by increased leverage on higher sales volume and price realization, partially offset by inflation.

Nonsegment

(Dollars in millions)

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 Year over Year 2026 2025 Year over Year

Nonsegment expenses $ (51 ) $ (36 ) 41 % $ (132 ) $ (85 ) 56 %

Adjusted nonsegment expenses1 (42 ) (36 ) 15 % (116 ) (98 ) 19 %

Fiscal Year 2026 Guidance

Based on strong third quarter performance and confidence in the fourth quarter, Woodward is raising its 2026 earnings guidance.

Prior FY26 Guidance Revised FY26 Guidance

Issued on April 29, 2026 Issued on July 29, 2026

Total Company

Sales growth up 20% - 23% no change

Adjusted EPS3 $9.15 - $9.45 $9.30 - $9.50

Free cash flow3 $300 - $350 million no change

Capital expenditures ~$290 million no change

Shares ~61.5 million no change

Adjusted effective tax rate3 ~22% ~22.5%

Segment Data

Aerospace

Sales growth up 21% - 24% up 21% - 23%

Segment earnings (% of sales) 23% - 23.5% ~23.5%

Industrial

Sales growth up 18% - 20% up 19% - 21%

Segment earnings (% of sales) 18% - 18.5% ~19%

Conference Call

Woodward will hold an investor conference call at 5:00 p.m. ET on July 29, 2026, to provide an overview of the financial performance for its third quarter ended June 30, 2026, business highlights, and guidance for fiscal year 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 (833) 461-5787 (U.S. domestic) or + 1 (585) 542-9983 (international). Participants should call prior to the start time to allow for registration; the Conference ID is 180 854 471. 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. Our purpose is to design and deliver energy control solutions our partners count on to power a clean future. Our innovative fluid, combustion, electrical, propulsion and motion control systems perform in some of the world’s harshest environments. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Visit our website at www.woodward.com.

Cautionary Statement

This release contains forward-looking statements regarding future events and Woodward’s 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, forward-looking statements may include statements that refer to projections of our future performance, guidance measures, market dynamics, strategies, strategic focus areas, trends in our businesses and markets, other events or developments, or other non-historical matters. These forward-looking statements are not guarantees of future performance and are subject to several factors, risks, and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results 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: (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. 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 June 30, Nine Months Ended June 30,

2026 2025 2026 2025

Net sales $ 1,109,705 $ 915,446 $ 3,196,727 $ 2,571,800

Costs and expenses:

Cost of goods sold 759,799 666,287 2,238,752 1,892,908

Selling, general, and administrative expenses 106,465 88,703 303,735 242,241

Research and development costs 49,316 41,088 133,191 108,525

Restructuring charges 9,264 - 16,079 -

Interest expense 14,827 11,234 37,206 35,464

Interest income (611 ) (838 ) (2,027 ) (3,236 )

Other income, net (22,867 ) (17,864 ) (60,299 ) (65,755 )

Total costs and expenses 916,193 788,610 2,666,637 2,210,147

Earnings before income taxes 193,512 126,836 530,090 361,653

Income taxes 46,837 18,388 115,683 57,165

Net earnings $ 146,675 $ 108,448 $ 414,407 $ 304,488

Earnings per share amounts:

Basic earnings per share $ 2.47 $ 1.82 $ 6.95 $ 5.12

Diluted earnings per share $ 2.40 $ 1.76 $ 6.76 $ 4.96

Weighted average common shares outstanding:

Basic 59,445 59,680 59,632 59,442

Diluted 61,018 61,488 61,317 61,374

Cash dividends paid per share $ 0.32 0.28 0.92 0.81

Woodward, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited – In thousands)

June 30,

2026 September 30,

2025

Assets

Current assets:

Cash and cash equivalents $ 474,851 $ 327,431

Accounts receivable 1,012,481 831,116

Inventories 724,803 654,608

Income taxes receivable 43,880 1,553

Assets held for sale 19,953 -

Other current assets 62,590 69,706

Total current assets 2,338,558 1,884,414

Property, plant, and equipment, net 1,087,764 986,623

Goodwill 893,956 832,288

Intangible assets, net 447,263 428,080

Deferred income tax assets 39,504 118,711

Other assets 389,356 380,027

Total assets $ 5,196,401 $ 4,630,143

Liabilities and stockholders’ equity

Current liabilities:

Short-term debt $ 592,426 $ 122,300

Current portion of long-term debt 131,779 122,934

Accounts payable 328,957 289,417

Income taxes payable 65,196 59,655

Accrued liabilities 299,255 313,083

Liabilities held for sale 3,589 -

Total current liabilities 1,421,202 907,389

Long-term debt, less current portion 617,730 456,968

Deferred income tax liabilities 109,023 107,669

Other liabilities 574,652 591,727

Total liabilities 2,722,607 2,063,753

Stockholders’ equity 2,473,794 2,566,390

Total liabilities and stockholders’ equity $ 5,196,401 $ 4,630,143

Woodward, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited – In thousands)

Nine Months Ended June 30,

2026 2025

Net cash provided by operating activities $ 351,937 $ 237,976

Cash flows from investing activities:

Payments for purchase of property, plant, and equipment (156,337 ) (78,537 )

Proceeds from sales of assets - 41

Proceeds from sales of investments 81 -

Proceeds from business divestitures 1,239 48,043

Payments for acquisitions, net of cash acquired (131,778 ) 2,935

Net cash used in investing activities (286,795 ) (27,518 )

Cash flows from financing activities:

Cash dividends paid (54,902 ) (48,195 )

Proceeds from sales of treasury stock 55,070 96,064

Payments for repurchases of common stock (553,438 ) (124,276 )

Borrowings on long-term debt 250,000 -

Borrowings on revolving lines of credit and short-term borrowings 3,002,740 1,957,900

Payments on revolving lines of credit and short-term borrowings (2,532,353 ) (1,821,900 )

Payments of debt financing costs (2,583 ) -

Payments of long-term debt and finance lease obligations (75,765 ) (85,719 )

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

Woodward, Inc. and Subsidiaries

Segment Net Sales and Net Earnings

(Unaudited – In thousands)

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

Segment net sales:

Aerospace 708,673 595,990 2,046,891 1,651,601

Industrial 401,032 319,456 1,149,836 920,199

Total consolidated net sales $ 1,109,705 $ 915,446 $ 3,196,727 $ 2,571,800

Segment earnings*:

Aerospace 170,020 125,740 476,490 345,081

As a percent of segment net sales 24.0 % 21.1 % 23.3 % 20.9 %

Industrial 88,484 47,622 221,199 133,786

As a percent of segment net sales 22.1 % 14.9 % 19.2 % 14.5 %

Total segment earnings $ 258,504 $ 173,362 $ 697,689 $ 478,867

Nonsegment expenses (50,776 ) (36,130 ) (132,420 ) (84,986 )

EBIT $ 207,728 $ 137,232 $ 565,269 $ 393,881

Interest expense, net (14,216 ) (10,396 ) (35,179 ) (32,228 )

Consolidated earnings before income taxes $ 193,512 $ 126,836 $ 530,090 $ 361,653

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

Payments for property, plant and equipment $ 59,617 $ 26,547 $ 156,337 $ 78,537

Depreciation expense $ 22,501 $ 21,482 $ 66,679 $ 63,238

Woodward, Inc. and Subsidiaries

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

(Unaudited – In thousands, except per share amounts)

Three Months Ended June 30,

2026 2025

Net

Earnings

Per Share

Net

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 ) - -

Total non-U.S. GAAP adjustments 6,953 0.12 - -

Adjusted net earnings (non-U.S. GAAP) $ 153,628 $ 2.52 $ 108,448 $ 1.76

Woodward, Inc. and Subsidiaries

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

(Unaudited – In thousands, except per share amounts)

Nine Months Ended June 30,

2026 2025

Net

Earnings

Per Share

Net

Earnings

Per Share

Net earnings (U.S. GAAP) $ 414,407 $ 6.76 $ 304,488 $ 4.96

Non-U.S. GAAP adjustments

Restructuring charges 16,079 0.26 - -

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

Business development activitiesb - - 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 net earnings (non-U.S. GAAP) $ 426,473 $ 6.96 $ 294,404 $ 4.80

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 June 30,

2026 2025

Income tax expense (U.S. GAAP) $ 46,837 $ 18,388

Tax effect of non-U.S. GAAP net earnings adjustments 2,311 -

Adjusted income tax expense (non-U.S. GAAP) $ 49,148 $ 18,388

Adjusted effective tax rate (non-U.S. GAAP) 24.2 % 14.5 %

Woodward, Inc. and Subsidiaries

Reconciliation of Income Tax Expense

to Adjusted Income Tax Expense1

(Unaudited – In thousands)

Nine Months Ended June 30,

2026 2025

Income tax expense (U.S. GAAP) $ 115,683 $ 57,165

Tax effect of non-U.S. GAAP net earnings adjustments 4,013 (3,130 )

Adjusted income tax expense (non-U.S. GAAP) $ 119,696 $ 54,035

Adjusted effective tax rate (non-U.S. GAAP) 21.9 % 15.5 %

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings to EBIT1 and Adjusted EBIT1

(Unaudited – In thousands)

Three Months Ended June 30,

2026 2025

Net earnings (U.S. GAAP) $ 146,675 $ 108,448

Income tax expense 46,837 18,388

Interest expense 14,827 11,234

Interest income (611 ) (838 )

EBIT (non-U.S. GAAP) 207,728 137,232

Total non-U.S. GAAP adjustments 9,264 -

Adjusted EBIT(non-U.S. GAAP) $ 216,992 $ 137,232

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings to EBIT1 and Adjusted EBIT1

(Unaudited – In thousands)

Nine Months Ended June 30,

2026 2025

Net earnings (U.S. GAAP) $ 414,407 $ 304,488

Income tax expense 115,683 57,165

Interest expense 37,206 35,464

Interest income (2,027 ) (3,236 )

EBIT (non-U.S. GAAP) 565,269 393,881

Total non-U.S. GAAP adjustments 16,079 (13,214 )

Adjusted EBIT (non-U.S. GAAP) $ 581,348 $ 380,667

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings to EBITDA1 and Adjusted EBITDA1

(Unaudited – In thousands)

Three Months Ended June 30,

2026 2025

Net earnings (U.S. GAAP) $ 146,675 $ 108,448

Income tax expense 46,837 18,388

Interest expense 14,827 11,234

Interest income (611 ) (838 )

Amortization of intangible assets 9,568 7,172

Depreciation expense 22,501 21,482

EBITDA (non-U.S. GAAP) 239,797 165,886

Total non-U.S. GAAP adjustments 9,264 -

Adjusted EBITDA (non-U.S. GAAP) $ 249,061 $ 165,886

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings to EBITDA1 and Adjusted EBITDA1

(Unaudited – In thousands)

Nine Months Ended June 30,

2026 2025

Net earnings (U.S. GAAP) $ 414,407 $ 304,488

Income tax expense 115,683 57,165

Interest expense 37,206 35,464

Interest income (2,027 ) (3,236 )

Amortization of intangible assets 24,334 20,858

Depreciation expense 66,679 63,238

EBITDA (non-U.S. GAAP) 656,282 477,977

Total non-U.S. GAAP adjustments 16,079 (13,214 )

Adjusted EBITDA (non-U.S. GAAP) $ 672,361 $ 464,763

Woodward, Inc. and Subsidiaries

Reconciliation of Net Earnings to EBITDA1

(Unaudited – In thousands)

Twelve Months Ended June 30,

2026 2025

Net earnings (U.S. GAAP) $ 552,029 $ 387,783

Income tax expense 137,818 75,401

Interest expense 47,431 48,941

Interest income (2,980 ) (5,199 )

Amortization of intangible assets 88,495 84,321

Depreciation expense 31,701 29,102

EBITDA (non-U.S. GAAP) $ 854,494 $ 620,349

Woodward, Inc. and Subsidiaries

Calculation of EBITDA1Leverage

(Unaudited – In thousands)

Twelve Months Ended June 30,

2026 2025

Rolling twelve-month EBITDA1 $ 854,494 $ 620,349

Total debt 1,341,935 932,871

EBITDA Leverage 1.6 1.5

Woodward, Inc. and Subsidiaries

Reconciliation of Nonsegment Expenses

to Adjusted Nonsegment Expenses1

(Unaudited – In thousands)

Three Months Ended June 30,

2026 2025

Nonsegment expenses (U.S. GAAP) $ (50,776 ) $ (36,130 )

Restructuring charges 9,264 -

Adjusted nonsegment expenses (non-U.S. GAAP) $ (41,512 ) $ (36,130 )

Woodward, Inc. and Subsidiaries

Reconciliation of Nonsegment Expenses

to Adjusted Nonsegment Expenses1

(Unaudited – In thousands)

Nine Months Ended June 30,

2026 2025

Nonsegment expenses (U.S. GAAP) $ (132,420 ) $ (84,986 )

Restructuring charges 16,079 -

Product rationalization - (20,524 )

Business development activities - 7,310

Adjusted nonsegment expenses (non-U.S. GAAP) $ (116,341 ) $ (98,200 )

Woodward, Inc. and Subsidiaries

Reconciliation of Net Cash Provided by Operating Activities

to Free Cash Flow1

(Unaudited – In thousands)

Three Months Ended June 30,

2026 2025

Net cash provided by operating activities (U.S. GAAP) $ 146,673 $ 125,635

Payments for property, plant, and equipment (59,617 ) (26,547 )

Free cash flow (non-U.S. GAAP) $ 87,056 $ 99,088

Woodward, Inc. and Subsidiaries

Reconciliation of Net Cash Provided by Operating Activities

to Free Cash Flow1

(Unaudited – In thousands)

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

1Adjusted and Non-U.S. GAAP Financial Measures: Adjusted net earnings, adjusted earnings per share, adjusted income tax expense, adjusted effective tax rate, adjusted EBIT, 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, adjusted net earnings, adjusted earnings per share, adjusted income tax expenses, adjusted effective tax rate, adjusted nonsegment expenses, EBITDA leverage, and free cash flow 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. EBITDA leverage is calculated by taking a rolling twelve-month EBITDA divided by total debt. Management uses EBITDA leverage to assess Woodward’s earnings capacity relative to its total debt, monitor financial flexibility, evaluate capital structure impacts of strategic scenarios, and assist in capital allocation decisions. 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, adjusted EBITDA, and EBITDA leverage 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 tax rate, adjusted nonsegment expenses, EBITDA leverage and free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures.

2Website, Social Media: Woodward has used, and intends to continue to use, its Investor Relations website, its Facebook page, and LinkedIn 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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