[8-K] Curtiss-Wright Corp. Reports Material Event

Rhea-AI Filing Summary

Curtiss-Wright Corporation adopted a written Rule 10b5-1 trading plan to repurchase up to $200 million of its common stock as part of previously announced repurchase authorizations totaling $534 million. The plan was implemented on August 11, 2025 and contemplates purchases up to the maximum daily target volume permitted under Rule 10b-18, executed by a broker under specified limits.

The company expects the plan to be fully used by the end of August 2025, leaving $334 million of repurchase authorization available thereafter. The filing discloses forward-looking risks including changes in price and volume, market volatility, adverse trading developments, and unexpected capital requirements, and notes a press release is furnished as Exhibit 99.1.

Positive

• $200 million 10b5-1 trading plan adopted to repurchase company common stock
• Plan uses existing $534 million repurchase authorization and will leave $334 million available after completion
• Use of a Rule 10b5-1 plan permits repurchases during blackout periods, supporting automated, compliant execution

Negative

• Filing lists forward-looking risks including changes in price and volume and general market volatility
• Execution is expected to be completed by the end of August 2025, creating a short window for materially-sized repurchases
• Repurchases will be limited to maximum daily target volume under Rule 10b-18, which may constrain the pace of buybacks

Insights

Financial Analyst

TL;DR A $200M 10b5-1 plan is a clear, near-term capital return that uses existing authorization and may support share value.

The company is allocating $200 million of its $534 million repurchase authorization to an immediately effective 10b5-1 plan, which the firm expects to complete by the end of August 2025. Executing purchases under Rule 10b-18 daily volume limits means repurchases will be paced to market liquidity rather than a large, single trade. After the plan, $334 million of authorization remains available for future repurchases.

Corporate Governance Expert

TL;DR Routine, compliant 10b5-1 plan reduces insider-trading exposure but carries standard market and operational uncertainties.

Adopting a Rule 10b5-1 trading plan aligns with governance best practices by enabling disciplined repurchases during blackout periods and reducing signaling risk around insider transactions. The filing expressly identifies risks such as price and volume changes, volatility, and potential capital needs that could affect execution. The short expected execution window (through end of August 2025) concentrates repurchase activity into a limited period.

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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): August 11, 2025

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 August 11, 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 $534 million.

The trading plan will include purchases in the total amount of $200 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 effective before August 11, 2025, and will cease upon full use of the $200 million, which is expected to occur by the end of August 2025. Following completion of this plan, the Company expects to have $334 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 August 11, 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 dated August 11, 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: August 11, 2025

FAQ

What did Curtiss-Wright (CW) announce in this 8-K?

The company adopted a written Rule 10b5-1 trading plan to repurchase up to $200 million of common stock.

How much repurchase authorization remains after this plan for CW?

Following full use of the $200 million plan, the company expects to have $334 million of authorization remaining from a total of $534 million.

When will the 10b5-1 plan be effective and completed?

The plan was implemented on August 11, 2025 and is expected to cease upon full use by the end of August 2025.

How will Curtiss-Wright execute the repurchases?

A broker selected by the company will repurchase shares on the company’s behalf up to the maximum daily target volume allowable under Rule 10b-18.

What risks did the company identify related to the buyback?

The company identified risks including changes in price and volume, volatility, adverse trading developments, and unexpected capital investment requirements.