01—Abstract
Summary
Summary of the 8-K filed November 21, 2025. Cited figures are marked; the original filing is the authoritative source.
Curtiss-Wright's Board on November 20, 2025 authorized an additional $416 milliona for share repurchases, bringing total available authorization to $550 million.
That figure includes $134 millionb of remaining capacity under prior programs. The company also adopted two Rule 10b5-1 trading plans, each taking effect January 2, 2026 and running through December 31, 2026: one for $60 million of purchases executed evenly over the year, and one for up to $100 million subject to a price limit. The company expects to repurchase about $66 million under its ongoing 10b5-1 programs in 2025 and projects record 2025 repurchases of $466 million.
Management frames the buybacks as a sign of confidence in the balance sheet and free cash flow. The stated priority is to offset dilution from employee equity compensation, though the company also reserves the right to make discretionary, opportunistic purchases. The authorization has no expiration date and can be amended or terminated by the Board at any time.
The filing also reiterates that the company is pursuing strategic acquisitions and high-return organic investments alongside capital returns. Since early 2021, Curtiss-Wright reports returning over $1.1 billionc through share repurchases. The filing also announced a quarterly dividend of $0.24 per share, payable December 12, 2025 to holders of record on November 28, 2025.
Taken together, the announcements signal a shareholder-return emphasis at a time when management says it is on track for record financial performance in 2025. Investors should note that the 10b5-1 plans are predetermined, so actual purchase timing and volume will depend on market prices and the plans' terms, and the $100 milliond plan may not execute at all if the price limit is not met.
02—Key points
Key Highlights
- Board authorized an additional $416 million in share repurchases, raising total available authorization to $550 million, including $134 million of remaining prior capacity.
- Two Rule 10b5-1 trading plans adopted on November 20, 2025, each effective January 2, 2026 through December 31, 2026: one for $60 million (executed evenly through the year) and one for up to $100 million with a price limit.
- Company expects record 2025 share repurchases of $466 million, including roughly $66 million via ongoing 10b5-1 programs, and has returned over $1.1 billion to shareholders since early 2021.
- Repurchases are expected primarily to offset dilution from employee equity compensation, with discretionary opportunistic buybacks also possible.
- Quarterly dividend declared at $0.24 per share, payable December 12, 2025 to holders of record as of November 28, 2025.
- Management emphasizes a healthy balance sheet and consistent free cash flow generation, and states the company remains on track for record financial performance in 2025.
- The authorization has no expiration date and may be amended, discontinued, or terminated by the Board at any time without notice.
03—Questions
Frequently Asked Questions
How much can Curtiss-Wright repurchase under its current authorization?
The Board added $416 million on November 20, 2025, for a total available authorization of $550 million. That total includes $134 million of remaining capacity under previously announced programs. The authorization has no expiration date.
What are the two 10b5-1 trading plans, and when do they take effect?
Both plans were adopted on November 20, 2025 and take effect January 2, 2026, ending December 31, 2026. The first covers $60 million of purchases executed equally over 2026. The second covers up to $100 million, but includes a price limit below which the company will not buy, so the company cannot predict whether or when those purchases will occur.
Why does the company use 10b5-1 plans?
A 10b5-1 plan lets a company repurchase shares during periods when it would otherwise be restricted by self-imposed blackout windows or insider trading rules. A broker executes purchases under pre-set terms, so buybacks can continue regardless of the company's internal trading restrictions.
What is the purpose of the buybacks, and what is the expected 2025 total?
The company expects to repurchase shares mainly to offset dilution from employee equity compensation plans, and may also make discretionary buybacks. It expects roughly $66 million in 2025 repurchases under ongoing 10b5-1 programs and projects record total 2025 repurchases of $466 million.
Is the quarterly dividend changing, and what are the key dates?
The company declared a quarterly dividend of $0.24 per share, payable December 12, 2025 to stockholders of record as of November 28, 2025. The filing does not indicate a change to the dividend rate.
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