8-KOther Events

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Nov 28, 2023)

Filed November 28, 2023For Securities:CW

Summary

Curtiss-Wright Corporation (CW) announced on November 27, 2023, the adoption of two new written trading plans under Rule 10b5-1, a move designed to facilitate ongoing share repurchases. These plans are part of the company's previously authorized $550 million share repurchase program, of which approximately $400 million has been utilized. The adoption of these plans allows for strategic stock buybacks even during periods where insider trading restrictions might otherwise apply, demonstrating a commitment to returning value to shareholders. Investors can anticipate two distinct repurchase strategies. The first plan allocates $50 million for repurchases to be executed equally throughout calendar year 2024, providing a consistent buyback activity. The second plan allows for up to $100 million in potential purchases, but these will be contingent on specific price limitations, indicating a more opportunistic approach. Both plans are set to commence on January 2, 2024, and conclude by December 31, 2024. The company will continue to report on its repurchase activities in its periodic SEC filings.

Key Highlights

  • 1Adoption of two Rule 10b5-1 trading plans to execute share repurchases.
  • 2Plans support the previously authorized $550 million share repurchase program, with $400 million utilized to date.
  • 3First plan: $50 million in repurchases to be executed equally throughout calendar year 2024.
  • 4Second plan: Up to $100 million in potential repurchases, subject to a price limit.
  • 5Both new trading plans become effective January 2, 2024, and expire on December 31, 2024.
  • 6Rule 10b5-1 plans enable repurchases during periods of trading restrictions.
  • 7Shareholder returns remain a focus, with ongoing capital allocation towards stock buybacks.

Frequently Asked Questions

The purpose of adopting these two Rule 10b5-1 trading plans is to allow Curtiss-Wright to continue repurchasing its outstanding common stock in a structured and compliant manner. These plans enable the company to buy back shares even during periods when it might otherwise be restricted from trading due to insider trading laws or self-imposed blackout periods.

Under the first trading plan, the company is committed to repurchasing $50 million worth of shares, spread equally over the course of calendar year 2024. The second plan allows for potential purchases of up to $100 million, but these will be subject to a price limit, meaning the actual amount spent may vary and is not guaranteed.

Both of the newly adopted trading plans will take effect on January 2, 2024, and will cease on December 31, 2024.

The company had an authorization to purchase up to $550 million of its common stock, and as of the end of the current year (presumably 2023), $400 million had been used. The new plans introduce up to $150 million ($50 million + up to $100 million) in new repurchase activity. This would leave a portion of the original authorization unused, and the company may consider subsequent plans after these expire.