Woodward, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Sales of Unregistered Securities None. Issuer Purchases of Equity Securities (In thousands, except for shares and per share amounts) Total Number of Shares Purchased Weighted Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs at Period End (1) January 1, 2023 through January 31, 2023 (2) 191 $ 102.26 — $ 327,590 February 1, 2023 through February 28, 2023 (2) 226 99.00 — 327,590 March 1, 2023 through March 31, 2023 (2) — — — 327,590 (1) In January 2022, the Board terminated the 2019 Authorization and concurrently authorized a program for the repurchase of up to $800,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a two-year period ending in January 2024 (the “2022 Authorization”). (2) Under a trust established for the purposes of administering the Woodward Executive Benefit Plan, 191 shares of common stock were acquired in January 2023, no shares of common stock were acquired in February 2023, and no shares of common stock were acquired in March 2023 on the open market related to the deferral of compensation by certain eligible members of Woodward’s management who irrevocably elected to invest some or all of their deferred compensation in Woodward common stock. In addition, 226 shares of common stock were acquired in February 2023 on the open market related to the reinvestment of dividends for shares of treasury stock held for deferred compensation. Shares owned by the trust, which is a separate legal entity, are included in "Treasury stock held for deferred compensation" in the Condensed Consolidated Balance Sheets. Item 6. E xhibits Exhibits filed as part of this Report are listed in the Exhibit Index. WOODWARD, INC. EXHIBIT INDEX Exhibit Number Description * 31.1 Rule 13a-14(a)/15d-14(a) certification of Charles P. Blankenship, Jr. * 31.2 Rule 13a-14(a)/15d-14(a) certification of Mark D. Hartman * 32.1 Section 1350 certifications * 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Earnings, (iii) Condensed Consolidated Statements of Comprehensive Earnings, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements. * 104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed as an exhibit to this Report 42 SIGNA TURES 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, thereunto duly authorized. WOODWARD, INC. Date: May 5, 2023 /s/ Charles P. Blankenship, Jr. Charles P. Blankenship, Jr. Chairman of the Board, Chief Executive Officer, and President (on behalf of the registrant and as the registrant’s Principal Executive Officer) Date: May 5, 2023 /s/ Mark D. Hartman Mark D. Hartman Chief Financial Officer (on behalf of the registrant and as the registrant’s Principal Financial and Accounting Officer) 43