Form 8-K

8-K — CURTISS WRIGHT CORP

Accession: 0001628280-26-062997

Filed: 2026-09-22

Period: 2026-09-21

CIK: 0000026324

SIC: 3590 (MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — cw-20260921.htm (Primary)

EX-99.1 (ex991_ceosuccession.htm)

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8-K

8-K (Primary)

Filename: cw-20260921.htm · Sequence: 1

cw-20260921

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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 21, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 21, 2026, the Board of Directors (the “Board”) of Curtiss-Wright Corporation (the “Company”) appointed Kevin M. Rayment to serve as the Company’s President and Chief Executive Officer and as a member of the Board, effective as of January 1, 2027 (the “PEO Start Date”). Mr. Rayment has served as the Company’s Executive Vice President since January 2026 and Chief Operating Officer since April 2021, during which time he has played an instrumental role in leading the Company through a period of strong financial performance.

Mr. Rayment will succeed Lynn M. Bamford, who is retiring from her position as Chief Executive Officer. Ms. Bamford joined the Company over 22 years ago and has served as the Company’s Chair since May 2022 and Chief Executive Officer since January 2021. Effective as of the PEO Start Date, she will transition to the position of Executive Chair.

President and Chief Executive Officer Appointment

Mr. Rayment, age 57, joined the Company in 2004 and has more than 35 years of experience across the Aerospace & Defense, Commercial Nuclear and Industrial Markets. Prior to his current role as Executive Vice President and Chief Operating Officer, Mr. Rayment served in several senior leadership positions across the organization, including President of the Company’s former Commercial/Industrial Segment from January 2020.

In connection with Mr. Rayment’s appointment as President and Chief Executive Officer of the Company, the Executive Compensation Committee of the Board (the “Executive Compensation Committee”) approved the following new compensation arrangements for Mr. Rayment effective as of the PEO Start Date: (i) an annual base salary of $1,100,000 and (ii) an annual target bonus opportunity of 125% of his base salary. Additionally, the Executive Compensation Committee approved a 2027 long-term incentive award with a target value equal to $5,225,000 comprised of 30% time-based restricted stock units, 30% equity-based performance units, and 40% equity-based performance share units.

There are no arrangements or understandings between Mr. Rayment and any other person pursuant to which Mr. Rayment was appointed President and Chief Executive Officer or as a member of the Board. Mr. Rayment does not have any family relationship with any director or other officer of the Company or any person nominated or chosen by the Company to become a director or officer. There are no transactions in which Mr. Rayment has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the above leadership transition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1 Press Release dated September 22, 2026

104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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

Executive Vice President and

Chief Financial Officer

Date: September 22, 2026

EX-99.1

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Document

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact: Jim Ryan

(704) 869-4621

jim.ryan@curtisswright.com

CURTISS-WRIGHT ANNOUNCES LEADERSHIP TRANSITION

Chief Operating Officer Kevin M. Rayment Appointed President and Chief Executive Officer Effective January 1, 2027

Chief Executive Officer Lynn M. Bamford to Retire as CEO and Become Executive Chair

DAVIDSON, N.C. – September 22, 2026 – Curtiss-Wright Corporation (NYSE: CW) today announced that its Board of Directors has elected Kevin M. Rayment, Executive Vice President and Chief Operating Officer, to succeed Lynn M. Bamford as Chief Executive Officer, effective January 1, 2027. Rayment will also assume the role of President and join Curtiss-Wright’s Board of Directors at that time. Ms. Bamford will transition to the role of Executive Chair after six years as CEO.

Today's announcement reflects the culmination of a thoughtful, planned succession process as Curtiss-Wright continues to advance its strategy and deliver long-term profitable growth and value creation for all stakeholders.

“On behalf of the Board of Directors, I want to thank Lynn for her steadfast leadership, strategic vision, and outstanding contributions to Curtiss-Wright,” said Robert Rivet, Lead Independent Director. “Lynn has transformed our Company through the Pivot to Growth strategy, delivering record financial performance, strengthening our capabilities in high-growth end markets, and creating significant shareholder value through disciplined capital allocation. We are grateful she will be transitioning to Executive Chair.”

Rivet added, “We are excited to welcome Kevin as Curtiss-Wright’s next President and CEO. He is a proven leader with deep knowledge of our business and customers, as well as a strong track record of operational and commercial execution. We are confident Kevin will drive continued success for Curtiss-Wright.”

Lynn Bamford has been with Curtiss-Wright for 22 years, with leadership of operations spanning over 20 countries. During her tenure as CEO, she has played a pivotal role in reshaping Curtiss-

Curtiss-Wright Corporation l Page 2

Wright into a stronger, high-growth company with prominent positions in Aerospace & Defense and Commercial markets. As a result of Lynn’s leadership, the Company has consistently achieved top quartile financial performance compared to peers, including delivering record results in sales, profitability, new orders, backlog and free cash flow. In addition, the Company has returned $1.7 billion to shareholders through share repurchases and dividends, and has completed several strategic acquisitions that have accelerated organic growth.

“I’ve enjoyed an amazing 22-year career alongside some of the most talented people in the industry, and leading Curtiss-Wright for the past six years has been a great privilege,” said Bamford. “Today we have an exceptional product portfolio, a growing customer base, and a world-class team ready to begin the next chapter of our history under Kevin’s leadership. Kevin has played a significant role in shaping our Company and strategy, and his long-standing track record of execution and success will support a smooth transition. I am excited to see him, the leadership team, and our employees build on our momentum, and I am confident they will continue executing with discipline while delivering substantial value to shareholders.”

“I am humbled by the opportunity to lead this great company and build on Lynn’s legacy as we expand our leadership positions across our markets,” said Rayment. “Lynn has put our Company in a strong position, with a profitable growth strategy that has delivered consistent margin expansion and the ability to reinvest in our business. I’m grateful to Lynn for her partnership and look forward to continuing to work with her and the Board. Our team remains committed to the engineering excellence and innovation that have defined Curtiss-Wright for nearly 100 years, and my focus will be on delivering for our customers, driving business success and creating shareholder value.”

Kevin Rayment has 35 years of experience across the Aerospace & Defense, Commercial Nuclear and Industrial markets. He joined Curtiss-Wright in 2004 and has served in several senior leadership roles across the organization. Rayment has served as Chief Operating Officer since 2021, contributing to the Company’s strategic direction, operational excellence, and growth initiatives. In his prior role as President of the former Commercial/Industrial Segment, Rayment was responsible for the segment’s strategic goals, new product development, global operations, financial performance, and integrating acquisitions.

Mr. Rayment holds a BEng (Hons) Electrical & Electronics Engineering Degree from Portsmouth University and a Master of Business Administration Degree from Bournemouth University.

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 9,200 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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