Curtiss Wright Corp 8-K, filed Dec 14, 2022
Curtiss Wright Corp (CW)
8-K
2022-12-14
For: 2022-12-12
View Original
Added on
April 09, 2026
About this 8-K
Curtiss Wright Corp filed this 8-K on December 14, 2022, reporting on events of December 12, 2022.
Items reported
- Item 8.01: Other events
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): December 12, 2022
(Exact Name of Registrant as Specified in Its Charter)
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Registrant's telephone number, including area code: (704 ) 869-4600
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Item 8.01 Other Events
On December 12, 2022, Curtiss-Wright Corporation (the “Company”) adopted two written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company implemented these written trading plans in connection with its previously announced share repurchase program, which was authorized by the Company’s Board of Directors on September 16, 2021. Under the share repurchase program, the Board authorized the Company to purchase up to $550 million of its outstanding common stock, with the Company having used $350 million of this authorization through the end of this year.
The first trading plan will include purchases in the total amount of $50 million executed equally over the course of calendar year 2023. This written trading plan will take effect on January 3, 2023 and will cease on December 29, 2023.
The second trading plan includes potential purchases in the total amount of $100 million. The Company cannot predict when or if it will purchase any shares of common stock as such plan includes a price limit where the Company would not buy shares under the Rule 10b5-1 plan. This written trading plan will take effect on January 3, 2023 and will cease on December 29, 2023.
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 2021 Annual Report on Form 10-K filed with the SEC on February 24, 2022, as well as our quarterly report on Form 10-Q for the third 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.
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: December 14, 2022 | ||||||||