AWI 8-K
Armstrong World Industries Inc (AWI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
|
|
|
||||
(Address of principal executive offices) |
|
(Zip Code) |
||
Registrant’s telephone number, including area code:
NA
(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
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 |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ◻
Section 8 – Other Events
Item 8.01. Other Events
On July 21, 2026, Armstrong World Industries, Inc. (the “Company”) issued a press release announcing that its Board of Directors has approved an additional $800 million authorization to repurchase shares under the Company’s existing share repurchase program, increasing the total authorized amount under the program to $2.5 billion, and extending the program through December 31, 2029. Pursuant to the program, the Company may purchase shares of its common stock at times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. Repurchases under the program may be made through open market, block and privately-negotiated transactions, including Rule 10b5-1 plans. The expanded program, unless otherwise determined by the Board of Directors, does not obligate the Company to purchase any particular amounts of common stock and may be suspended or discontinued at anytime without notice.
The press release also announces that the Company's Board of Directors has declared a quarterly cash dividend of $0.339 per share of outstanding common stock payable on August 19, 2026 to stockholders of record as of the close of business on August 5, 2026. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
No. 99.1
No. 104 |
|
Press Release of Armstrong World Industries, Inc. dated July 21, 2026
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
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.
ARMSTRONG WORLD INDUSTRIES, INC. |
||
|
|
|
By: |
|
/s/ Jessica M. Cicali |
|
|
Jessica M. Cicali |
|
|
SVP General Counsel, Chief Compliance Officer, Secretary |
Date: July 21, 2026
3
Exhibit 99.1
Armstrong World Industries Announces Increase to Share Repurchase Program and Quarterly Dividend
LANCASTER, Pa., July 21, 2026 – Armstrong World Industries, Inc. (NYSE:AWI), an Americas leader in the design and manufacture of innovative interior and exterior architectural applications including ceilings, specialty walls and exterior metal solutions, announced today that its Board of Directors has approved an additional $800 million authorization to repurchase shares under the Company's existing share repurchase program, increasing the total authorized amount under the program to $2.5 billion, and extending the program through Dec. 31, 2029.
In addition, the Board of Directors has declared a cash dividend of $0.339 per share of common stock. The dividend will be paid on Aug. 19, 2026, to shareholders on record as of the close of business on Aug. 5, 2026.
"I'm pleased to announce the Board’s approval of this $800 million increase in our share repurchase authorization which, along with our quarterly dividend, reflects the fundamental strength of our business model and its ability to consistently generate strong Adjusted Free Cash Flow," said Chris Calzaretta, SVP and CFO of Armstrong World Industries. "With our consistent approach to capital allocation and a healthy balance sheet, we are well-positioned for continued long-term shareholder value creation."
Pursuant to the share repurchase program, the Company may purchase shares of its common stock at times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. Repurchases under the program may be made through open market, block and privately-negotiated transactions, including Rule 10b5-1 plans. The expanded program, unless otherwise determined by the Board of Directors, does not obligate the Company to purchase any particular amounts of common stock and may be suspended or discontinued at any time without notice. The declaration and payment of future dividends and capital allocations will be at the discretion of the Board of Directors and will be dependent upon, among other things, the company's financial position, results of operations and cash flow.
About Armstrong
Armstrong World Industries, Inc. (AWI) is an Americas leader in the design and manufacture of innovative interior and exterior architectural applications including ceilings, specialty walls and exterior metal solutions. For more than 165 years, Armstrong has delivered products and capabilities that enable architects, designers and contractors to transform building design and construction with elevated aesthetics, acoustics and sustainable attributes. With $1.6 billion in revenue in 2025, AWI has approximately 4,000 employees and a manufacturing network of 24 facilities, plus seven facilities dedicated to its WAVE joint venture.
Contact
Investors & Media: Theresa Womble, VP, Investor Relations and Corporate Communications
[email protected] or (717) 396-6354
Investors: Morgan Leitzel, Manager, Investor Relations
[email protected] or (717) 396-2240
2