8-K
Curtiss Wright Corp (CW)
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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 10, 2025
CURTISS-WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-134 | 13-0612970 | ||||
|---|---|---|---|---|---|---|
| (State or Other<br>Jurisdiction of<br>Incorporation) | (Commission File<br>Number) | (IRS Employer<br>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 10, 2025, 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 $334 million.
The trading plan will include purchases in the total amount of $200 million. This written trading plan will not be effective before September 10, 2025, and will cease upon full use of the $200 million, which is expected to conclude in the fourth quarter of 2025. Following completion of this plan, the Company expects to have $134 million in authorization remaining.
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 plan, 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 2024 Annual Report on Form 10-K filed with the SEC on February 13, 2025, 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 10, 2025, 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.
(c) Not applicable.
(d) Exhibits.
99.1 Press Release datedSeptember10, 2025
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 11, 2025 |
Document
| NEWS RELEASE |
|---|
FOR IMMEDIATE RELEASE
| Contact: Jim Ryan |
|---|
| (704) 869-4621 |
| jim.ryan@curtisswright.com |
CURTISS-WRIGHT ANNOUNCES NEW $200 MILLION EXPANSION OF 2025
SHARE REPURCHASE PROGRAM
Declares Quarterly Dividend Of $0.24 Per Share For Common Stock
DAVIDSON, N.C. – September 10, 2025 -- Curtiss-Wright Corporation (NYSE: CW) today announced a $200 million expansion of its 2025 share repurchase program, which is now expected to result in record annual share repurchases in excess of $450 million in 2025. In addition, the Board of Directors declared a quarterly dividend of twenty-four cents ($0.24) per share, payable October 10, 2025, to stockholders of record as of September 26, 2025.
“We are pleased to announce this $200 million expansion of our 2025 repurchase program which reinforces our disciplined commitment to long-term value creation and is expected to drive record share repurchases this year,” said Lynn M. Bamford, Chair and Chief Executive Officer of Curtiss-Wright Corporation. “In addition, this new repurchase program reflects our Board’s continued confidence in Curtiss-Wright’s Pivot to Growth strategy, healthy balance sheet and long-term financial outlook.”
Under this new program, the Company will repurchase $200 million in additional shares immediately via a 10b5-1 program. The Company continues to execute on its existing $60 million share repurchase program, initiated in January 2025, which is expected to be completed this year. Upon completion of these programs, the Company will have remaining open repurchase authorization of $134 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 Nuclear Power, Process and Industrial markets. We leverage a workforce of approximately 9,000 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 providing innovative solutions through trusted customer relationships. For more information, visit www.curtisswright.com.