8-KOther Events

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Nov 21, 2025)

Filed November 21, 2025For Securities:CW

Summary

Curtiss-Wright Corporation (CW) announced on November 20, 2025, a significant expansion of its share repurchase program, with its Board of Directors authorizing an additional $416 million in common stock repurchases. This brings the total available authorization to $550 million, incorporating previously available funds. The company intends to utilize these funds for various methods, including open market purchases and accelerated share repurchases, to offset equity compensation dilution and for opportunistic buybacks. Furthermore, Curtiss-Wright has adopted two Rule 10b5-1 trading plans, effective January 2, 2026, and ending December 31, 2026. The first plan allocates $60 million for equal-paced repurchases throughout 2026. The second plan allows for up to $100 million in repurchases, subject to a price limit, providing flexibility within regulatory guidelines. These initiatives signal management's confidence in the company's financial health and its commitment to enhancing shareholder value.

Key Highlights

  • 1Board authorized an additional $416 million for common stock repurchases, bringing the total authorization to $550 million.
  • 2Repurchases will be executed through various methods including open market purchases and accelerated share repurchases.
  • 3Primary intentions for buybacks include offsetting dilution from employee equity compensation and opportunistic repurchases.
  • 4Two Rule 10b5-1 trading plans adopted, effective January 2, 2026, through December 31, 2026.
  • 5The first 10b5-1 plan is for $60 million, with purchases spread equally over calendar year 2026.
  • 6The second 10b5-1 plan is for up to $100 million, subject to a price limit, allowing for opportunistic purchases within defined parameters.
  • 7The repurchase authorization does not have an expiration date and can be modified or terminated by the Board.

Frequently Asked Questions

The company has authorized an additional $416 million for share repurchases, bringing the total available authorization to $550 million, which includes previously available funds. The repurchase authorization does not have an expiration date and may be amended, discontinued, or terminated by the Board of Directors at any time.

Rule 10b5-1 trading plans allow companies to repurchase shares even during blackout periods, provided the plans meet specific conditions. Curtiss-Wright has adopted two such plans: one for $60 million to be repurchased equally throughout 2026, and another for up to $100 million with a price limit, allowing for strategic purchases. These plans are designed to facilitate the repurchase of common stock under the overall authorization.

The company primarily intends to repurchase outstanding shares to offset the dilutive impact of its employee equity-based compensation plans. Additionally, Curtiss-Wright may also engage in discretionary, opportunistic share repurchases based on market conditions and other relevant considerations.

Information regarding share repurchases will be disclosed by the Company in its periodic reports on Form 10-Q and Form 10-K, which are filed with the Securities and Exchange Commission.