0000026324False00000263242024-05-102024-05-10

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): May 9, 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 May 9, 2024, the Board of Directors of Curtiss-Wright Corporation (the “Company”) authorized the Company to repurchase up to an additional $300 million of its common stock. The total available authorization is $400 million, including $100 million of remaining availability under the Company's previously announced $550 million share repurchase authorization on September 16, 2021. Share repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, 10b5-1 plans, other transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing. The repurchase authorization does not have an expiration date and may be amended, discontinued, or terminated by the Company’s Board of Directors at any time without prior notice. The timing, price, and volume of share repurchases will depend on market conditions, relevant securities laws, and corporate, tax, regulatory and other relevant considerations. The Company presently expects to repurchase outstanding shares from time to time to offset the dilutive impact of employee equity-based compensation plans, but the Company also may make discretionary, opportunistic share repurchases.

On May 9, 2024, the Board of Directors of the Company also authorized a 5% increase in the quarterly dividend to twenty-one cents ($0.21) per share, payable July 5, 2024 to stockholders of record as of June 17, 2024.

On May 10, 2024, the Company issued a press release announcing the above-described transactions. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and 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: May 10, 2024



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NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Jim Ryan
(704) 869-4621
jim.ryan@curtisswright.com
    
CURTISS-WRIGHT ANNOUNCES $300 MILLION INCREASE IN SHARE REPURCHASE AUTHORIZATION TO $400 MILLION AND 5% DIVIDEND INCREASE TO $0.21 PER SHARE FOR COMMON STOCK

DAVIDSON, N.C. – May 10, 2024 -- Curtiss-Wright Corporation (NYSE: CW) today announced that the Board of Directors has authorized an additional $300 million for future share repurchases, increasing the total available authorization to $400 million, and declared a 5% increase in the quarterly dividend to twenty-one cents ($0.21) per share, payable July 5, 2024 to stockholders of record as of June 17, 2024.

“We believe in providing consistent returns to our shareholders through ongoing share repurchases and by steadily increasing our dividend in alignment with our long-term sales growth,” said Lynn M. Bamford, Chair and CEO of Curtiss-Wright Corporation. “These recent increases reflect our Board of Directors’ continued confidence in the Company's strong financial position and our ability to deliver solid free cash flow. Overall, we remain committed to a disciplined capital allocation strategy that consists of pursuing strategic acquisitions as an accelerator to organic growth, seeking operational investments with the highest returns, and returning capital to our shareholders to drive long-term shareholder value.”

Since 2021, the Company has returned in excess of $450 million via share repurchase activities. For 2024, the Company expects to minimally repurchase $50 million in shares via an ongoing 10b5-1 program, which is anticipated to offset potential dilution from compensation plans.

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
May 10, 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 May 09, 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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