Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2024

CURTISS-WRIGHT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


Delaware	1-134	13-0612970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


130 Harbour Place Drive, Suite 300
Davidson,	North Carolina	28036
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (704) 869-4600

--------------

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CW	New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 8.01 Other Events

On September 11, 2024, Curtiss-Wright Corporation (the “Company”) adopted a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company implemented this written trading plan in connection with its previously announced share repurchase programs, under which the total amount available for repurchases under current authorizations is $400 million.

The trading plan will include purchases in the total amount of $100 million. The number of shares of Company common stock to be purchased on any purchase day will be up to the maximum daily target volume allowable under Rule 10b-18 of the Exchange Act. This written trading plan will not be effected before September 11, 2024, and will cease on December 31, 2024. Following completion of this plan, the Company expects to have $300 million in authorization remaining as it enters into the 2025 calendar year.

Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. A broker selected by the Company will have the authority under the terms and limitations specified in the plan to repurchase shares on the Company’s behalf in accordance with the terms of the plan. After the expiration of the current trading plans, the Company may from time to time enter into subsequent trading plans under Rule 10b5-1 to facilitate the repurchase of its common stock pursuant to its share repurchase program.

Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to a 10b5-1 trading plan. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the New York Stock Exchange; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 20, 2024, as well as our quarterly report on Form 10-Q for the second quarter, includes information regarding other risk factors and cautionary information. The Company does not undertake to update any forward-looking statements or information, including those contained in this report.

On September 11, 2024, the Company issued a press release announcing the above-described transaction. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

99.1 Press Release dated September 11, 2024

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						CURTISS-WRIGHT CORPORATION
						By: /s/ K. Christopher Farkas
						K. Christopher Farkas
						Vice President and
						Chief Financial Officer

Date: September 12, 2024

NEWS RELEASE

FOR IMMEDIATE RELEASE


Contact: Jim Ryan
(704) 869-4621
jim.ryan@curtisswright.com

CURTISS-WRIGHT ANNOUNCES $100 MILLION EXPANSION OF 2024 SHARE REPURCHASE PROGRAM

Declares Quarterly Dividend Of $0.21 Per Share For Common Stock

DAVIDSON, N.C.– September 11, 2024 -- Curtiss-Wright Corporation (NYSE: CW) today announced a $100 million expansion of its 2024 share repurchase program, which is now expected to result in annual share repurchases of $150 million in 2024. In addition, the Board of Directors declared a quarterly dividend of twenty-one cents ($0.21) per share on Curtiss-Wright Common Stock, payable October 11, 2024 to stockholders of record as of September 27, 2024.

“Curtiss-Wright is committed to a disciplined capital allocation strategy focused on supplementing our organic growth with strategic acquisitions, reinvesting in our business, and returning capital to shareholders,” said Lynn M. Bamford, Chair and Chief Executive Officer of Curtiss-Wright Corporation. “This expanded share repurchase authorization reflects our Board of Directors’ continued confidence in the Company's ability to deliver profitable growth and strong free cash flow generation into the future.”

The Company continues to execute on its existing $50 million share repurchase program, initiated in January 2024 and expected to be completed this year under an existing 10b5-1 program. Under this new program, the Company will begin the repurchase of $100 million in additional shares immediately via a 10b5-1 program, which it also expects to conclude by the end of the year. Upon completion of the combined $150 million share repurchase programs in 2024, the Company will have remaining open repurchase authorization of $300 million.

About Curtiss-Wright Corporation

Curtiss-Wright Corporation (NYSE: CW) is a global integrated business that provides highly engineered products, solutions and services mainly to Aerospace & Defense markets, as well as critical technologies in demanding Commercial Power, Process and Industrial markets. We leverage a workforce of approximately 8,600 highly skilled employees who develop, design and build what we believe are the best engineered solutions to the markets we serve. Building on the heritage of Glenn Curtiss and the Wright brothers, Curtiss-Wright has a long tradition of

Curtiss-Wright Corporation Page 2

providing innovative solutions through trusted customer relationships. For more information, visit www.curtisswright.com.

Cover Page	Sep. 12, 2024
Cover [Abstract]
Entity Registrant Name	CURTISS-WRIGHT CORPORATION
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Entity Address, Address Line One	130 Harbour Place Drive, Suite 300
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Central Index Key	0000026324
Amendment Flag	false
Document Period End Date	Sep. 11, 2024
Entity File Number	1-134
Entity Tax Identification Number	13-0612970
Entity Address, Postal Zip Code	28036
City Area Code	704
Local Phone Number	869-4600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	CW
Security Exchange Name	NYSE
Entity Address, State or Province	NC
Entity Address, City or Town	Davidson,