01—Abstract
Summary
Summary of the 8-K filed November 19, 2024. Cited figures are marked; the original filing is the authoritative source.
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 milliona 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 millionb, 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.
02—Key points
Key Highlights
- Curtiss-Wright adopted two Rule 10b5-1 trading plans to execute its share repurchase program.
- The plans are effective from January 2, 2025, to December 31, 2025.
- A total of $160 million is earmarked for repurchases across the two plans ($60 million fixed, $100 million with a price limit).
- These plans enable share repurchases during periods that might otherwise be restricted by trading blackouts or insider trading rules.
- The company has a total of $300 million authorized for share repurchases.
- Share repurchase activity will be disclosed in periodic SEC filings (10-Q and 10-K).
03—Questions
Frequently Asked Questions
What is a Rule 10b5-1 trading plan and why is Curtiss-Wright adopting them?
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.
How much money is Curtiss-Wright planning to spend on share repurchases through these new plans?
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.
When will these share repurchases begin, and for how long will they occur?
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.
Does this mean Curtiss-Wright will definitely buy back $160 million worth of stock in 2025?
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.
04—Continue