01—Abstract
Summary
Summary of the 8-K filed September 12, 2024. Cited figures are marked; the original filing is the authoritative source.
On September 11, 2024, Curtiss-Wright (NYSE: CW) adopted a Rule 10b5-1 trading plan to repurchase $100 milliona of its common stock, and issued a press release announcing a $100 million expansion of its 2024 share repurchase program.
Combined with the existing $50 millionb program initiated in January 2024, the company now expects to repurchase $150 million of stock in 2024. The 10b5-1 plan lets the company's designated broker buy shares during periods when insiders would otherwise be blocked by trading blackouts. Purchases cannot begin before September 11, 2024, and the plan ends December 31, 2024.
Repurchases are capped daily at the Rule 10b-18 maximum daily volume. Upon completing the 2024 programs, Curtiss-Wright expects $300 millionc of repurchase authorization to remain entering 2025. The total amount available under current authorizations is $400 million before the 2024 plans are completed.
The company also declared a quarterly dividend of $0.21d per share, payable October 11, 2024 to stockholders of record as of September 27, 2024. For investors, the filing signals confidence in free cash flow generation and a continued shareholder-return focus alongside acquisitions and reinvestment, as stated by CEO Lynn M.
Bamford. The filing does not disclose the price or pace of purchases, so the actual effect on share count and per-share metrics will depend on execution, which will be reported in future 10-Q and 10-K filings.
02—Key points
Key Highlights
- Adopted a Rule 10b5-1 trading plan on September 11, 2024 to repurchase $100 million of common stock through December 31, 2024.
- Expanded the 2024 share repurchase program by $100 million, bringing total expected 2024 repurchases to $150 million ($50 million existing program plus $100 million new).
- Expects $300 million of repurchase authorization to remain entering 2025 after completing the 2024 programs; $400 million is currently available under existing authorizations.
- Declared a quarterly dividend of $0.21 per share, payable October 11, 2024 to holders of record as of September 27, 2024.
- Plan purchases are limited to the Rule 10b-18 maximum daily volume, which limits market impact from repurchases.
- The 10b5-1 structure allows repurchases during trading blackout periods, with a broker executing trades under pre-set terms.
- Management frames the expanded buyback as reflecting Board confidence in profitable growth and strong free cash flow generation.
03—Questions
Frequently Asked Questions
How much stock is Curtiss-Wright planning to repurchase in 2024?
The company expects total share repurchases of $150 million in 2024. This combines the existing $50 million program started in January 2024 with a new $100 million expansion announced September 11, 2024. Both are expected to be completed by the end of 2024.
What is a Rule 10b5-1 trading plan and why does it matter?
A Rule 10b5-1 plan is a pre-arranged written instruction that lets a broker buy shares on the company's behalf under set terms. It allows repurchases during periods when the company or insiders would otherwise be restricted by blackout windows or insider trading rules. Because the terms are fixed in advance, the plan helps show that buybacks are not based on material non-public information.
How much buyback capacity will remain after 2024?
After completing the combined $150 million in 2024 repurchases, the company expects to have $300 million of open repurchase authorization entering 2025. The 8-K states that $400 million is currently available under existing authorizations.
What dividend did the company declare and when is it payable?
The Board declared a quarterly dividend of $0.21 per share on common stock. It is payable October 11, 2024 to stockholders of record as of September 27, 2024.
Does the filing disclose the price or timing of the repurchases?
No. The filing does not specify purchase prices or a schedule beyond the start date of no earlier than September 11, 2024 and the end date of December 31, 2024. Daily purchases are capped at the Rule 10b-18 maximum daily volume. Actual repurchase details will be reported in future Form 10-Q and 10-K filings.
04—Continue