8-KOther Events

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Dec 20, 2021)

Filed December 20, 2021For Securities:CW

Summary

Curtiss-Wright Corporation (CW) has announced the adoption of two Rule 10b5-1 trading plans, effective January 3, 2022, to facilitate its previously authorized share repurchase program. These plans are designed to allow the company to buy back its stock even during periods when it might otherwise be restricted by insider trading rules or self-imposed blackout periods. This move signals the company's continued commitment to returning capital to shareholders and managing its share count. Under the first plan, CW intends to repurchase approximately $50 million worth of its common stock, spread equally throughout calendar year 2022. The second plan provides for potential purchases of up to $100 million, with the caveat that these purchases are subject to a price limit, meaning the company will only buy shares if they are trading below a specified price. These plans are part of a larger $550 million repurchase authorization, of which $300 million had been utilized prior to this announcement.

Key Highlights

  • 1Curtiss-Wright adopted two Rule 10b5-1 trading plans to execute its share repurchase program.
  • 2The plans become effective on January 3, 2022, and will run until December 30, 2022.
  • 3Plan 1 targets $50 million in repurchases, spread evenly throughout 2022.
  • 4Plan 2 allows for potential repurchases up to $100 million, contingent on a price limit.
  • 5These plans are part of a larger $550 million share repurchase authorization.
  • 6The adoption of 10b5-1 plans allows for repurchases during blackout periods.
  • 7Share repurchase activity will be detailed in future SEC filings (10-Q and 10-K).

Frequently Asked Questions

A Rule 10b5-1 trading plan is a pre-arranged plan for buying or selling securities that meets certain conditions set by the SEC. It allows companies and insiders to trade their own stock at times when they might otherwise be restricted due to having material non-public information, such as during internal blackout periods.

Curtiss-Wright has authorized up to $550 million for share repurchases. With $300 million used prior to this announcement, these new plans account for up to $150 million ($50 million fixed and $100 million conditional), leaving a remaining authorization of $400 million for future use.

No, the second trading plan includes a price limit. This means Curtiss-Wright will only purchase shares under this plan if the stock price is at or below a certain predetermined level. The company cannot predict if or when this condition will be met, so the actual amount repurchased under this plan may be less than $100 million, or even zero.

The primary benefit is the ability to continue repurchasing shares under the authorized program even when the company might otherwise be prevented from trading due to possessing material non-public information or during internal trading blackout periods that typically affect executives and directors.