8-KOther Events

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Nov 19, 2024)

Filed November 19, 2024For Securities:CW

Summary

Curtiss-Wright Corporation (CW) announced on November 19, 2024, the adoption of two Rule 10b5-1 trading plans, effective January 2, 2025, through December 31, 2025. These plans are designed to facilitate share repurchases under its existing $300 million share repurchase program. This strategic move allows the company to buy back its own stock even during periods when it might otherwise be restricted due to blackout periods or insider trading regulations, demonstrating a commitment to capital return to shareholders. The first plan allocates $60 million for an equal amount of purchases throughout 2025, providing a predictable pace for buybacks. The second plan, for up to $100 million, is more flexible and includes a price limit, meaning repurchases will only occur if the stock price meets certain conditions. These actions signal management's confidence in the company's financial health and its commitment to enhancing shareholder value through opportunistic share repurchases.

Key Highlights

  • 1Curtiss-Wright adopted two Rule 10b5-1 trading plans to execute its share repurchase program.
  • 2The plans are effective from January 2, 2025, to December 31, 2025.
  • 3A total of $160 million is earmarked for repurchases across the two plans ($60 million fixed, $100 million with a price limit).
  • 4These plans enable share repurchases during periods that might otherwise be restricted by trading blackouts or insider trading rules.
  • 5The company has a total of $300 million authorized for share repurchases.
  • 6Share repurchase activity will be disclosed in periodic SEC filings (10-Q and 10-K).

Frequently Asked Questions

A Rule 10b5-1 trading plan is a written document that allows a company to repurchase its own stock at predetermined times or prices, or based on a formula, even during periods when it might have material non-public information or be subject to insider trading restrictions. Curtiss-Wright is adopting these plans to facilitate its ongoing share repurchase program in a structured and compliant manner, ensuring continuous capital return to shareholders.

The two new trading plans are designed for repurchases totaling up to $160 million. Specifically, the first plan is for $60 million, to be purchased equally throughout 2025. The second plan allows for up to $100 million in purchases, but is contingent on the stock price meeting a specific limit.

Both trading plans will become effective on January 2, 2025, and will cease on December 31, 2025. The first plan involves steady, equal purchases throughout this period, while the second plan's execution depends on market conditions and the pre-set price limit.

The first plan is structured for $60 million in repurchases spread evenly over 2025. The second plan allows for up to $100 million, but its execution is not guaranteed as it includes a price limit. Therefore, the actual amount repurchased under the second plan will depend on whether the stock price falls within the specified range during the plan's duration. The total authorized repurchase amount remains $300 million.