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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): December 12, 2024
CURTISS-WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware1-13413-0612970
(State or Other
Jurisdiction of
Incorporation)		(Commission File
Number)		(IRS Employer
Identification No.)
130 Harbour Place Drive, Suite 300
Davidson,North Carolina28036
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockCWNew 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 December 12, 2024, Curtiss-Wright Corporation (the “Company”) entered into 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 $240 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 December 16, 2024, and will cease upon full use of the $100 million, which is expected to occur by December 31, 2024. Following completion of this plan, the Company expects to have $140 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 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 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.

On December 16, 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.

(c) Exhibits.





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 16, 2024



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

CURTISS-WRIGHT ANNOUNCES NEW $100 MILLION EXPANSION OF 2024 SHARE REPURCHASE PROGRAM AND RAISES MINIMUM ANNUAL REPURCHASE PLAN TO $60 MILLION FOR 2025

DAVIDSON, N.C. – December 16, 2024 -- Curtiss-Wright Corporation (NYSE: CW) today announced a $100 million expansion of its 2024 share repurchase program, which it expects to complete via a 10b5-1 program by the end of the year. This program will be conducted in concurrence with the existing $50 million share repurchase program being executed this year, and follows the recent completion of a $100 million opportunistic program that was executed in the third quarter. As a result, the Company now expects annual share repurchases of $250 million in 2024.

Beginning in January 2025, the Company also expects to repurchase $60 million in shares via a 10b5-1 program, an increase from the prior $50 million annual plan, which is expected to offset potential dilution from compensation plans.

“We are pleased to announce this new $100 million expansion of our 2024 repurchase program and increase to our annual share buyback commitment,” said Lynn M. Bamford, Chair and Chief Executive Officer of Curtiss-Wright Corporation. “These increases are enabled by our healthy balance sheet and support our continued expectations for strong growth in profitability and free cash flow. Overall, we maintain a strong focus on disciplined capital allocation centered on pursuing strategic acquisitions as an accelerator to organic growth, reinvesting in our business, and returning capital to shareholders through share repurchase and dividend distributions.”

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

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Cover Page
Dec. 16, 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 Dec. 12, 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,
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