8-KOther Events

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Dec 14, 2022)

Filed December 14, 2022For Securities:CW

Summary

Curtiss-Wright Corporation (CW) announced on December 14, 2022, the adoption of two new Rule 10b5-1 trading plans to facilitate its previously authorized share repurchase program. These plans, effective January 3, 2023, and terminating December 29, 2023, allow the company to buy back its stock during periods it might otherwise be restricted by trading blackout rules or insider trading regulations. Under these plans, CW intends to repurchase up to $150 million of its common stock. The first plan allocates $50 million for equal purchases throughout 2023, while the second, for up to $100 million, is contingent on a price limit, meaning purchases will only occur if the stock price is favorable. These actions reflect the company's ongoing commitment to its share repurchase program, which has $200 million remaining under its original $550 million authorization.

Key Highlights

  • 1Curtiss-Wright has adopted two new Rule 10b5-1 trading plans to execute its share repurchase program.
  • 2The plans are effective from January 3, 2023, to December 29, 2023.
  • 3A total of $150 million is allocated for share repurchases under these new plans.
  • 4The first plan commits $50 million to be purchased equally throughout 2023.
  • 5The second plan allows for up to $100 million in repurchases, subject to a price limit, making these purchases conditional.
  • 6The company has $200 million remaining under its previously authorized $550 million share repurchase program.
  • 7Rule 10b5-1 plans allow companies to buy back shares even during blackout periods or when insider trading concerns might otherwise prevent it.

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 or individuals to buy or sell stock at a time when they might not be permitted to due to restrictions like insider trading laws or company-imposed blackout periods. This ensures that trades are not made based on material non-public information.

Under the new trading plans, Curtiss-Wright plans to spend up to $150 million in 2023. Specifically, $50 million is designated for equal purchases throughout the year, and an additional $100 million may be purchased if the stock price meets a certain limit.

No, the full $150 million is not guaranteed. The first $50 million plan is structured for equal purchases throughout 2023. However, the second plan, for up to $100 million, includes a price limit. This means the company will only buy shares under that part of the plan if the stock price is at or below a predetermined level, making those purchases conditional.

The company originally had $550 million authorized for share repurchases and has used $350 million. After the new plans are fully utilized (assuming the full $150 million is spent), the remaining authorized capacity would be $550 million - $350 million - $150 million = $0. However, the company states it may enter into subsequent trading plans after these expire, suggesting flexibility for future repurchases under the original authorization if not fully depleted.