Form 8-K

8-K — CURTISS WRIGHT CORP

Accession: 0001628280-26-061788

Filed: 2026-09-14

Period: 2026-09-10

CIK: 0000026324

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — cw-20260910.htm (Primary)

EX-99.1 (ex991_cwxq326x09.htm)

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8-K

8-K (Primary)

Filename: cw-20260910.htm · Sequence: 1

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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 10, 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 8.01 Other Events

On September 10, 2026, Curtiss-Wright Corporation’s (the “Company”) Board of Directors authorized the Company to repurchase up to an additional $510 million of its common stock. The total available authorization is $700 million, including $190 million of remaining availability under the Company’s previously announced share repurchase authorizations.

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 September 10, 2026, 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 the above-mentioned and previously announced share repurchase programs.

The trading plan will include purchases in the total amount of $100 million executed ratably through the end of October 2026. This written trading plan will not be effected before September 10, 2026, and will cease on October 30, 2026. Following completion of this plan, the Company expects to have $600 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 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 2025 Annual Report on Form 10-K filed with the SEC on February 12, 2026, 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 September 10, 2026, 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 incorporated into this Item 8.01 by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

99.1 Press Release dated September 10, 2026

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 14, 2026

EX-99.1

Filename: ex991_cwxq326x09.htm · Sequence: 2

Document

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact: Jim Ryan

(704) 869-4621

jim.ryan@curtisswright.com

CURTISS-WRIGHT RAISES TOTAL SHARE REPURCHASE AUTHORIZATION TO $700 MILLION AND ANNOUNCES AN ADDITIONAL $100 MILLION EXPANSION OF 2026 SHARE REPURCHASE PROGRAM

Declares Quarterly Dividend of $0.26 Per Share For Common Stock

DAVIDSON, N.C. – September 10, 2026 – Curtiss-Wright Corporation (NYSE: CW) today announced that the Board of Directors has authorized an additional $510 million for future share repurchases, increasing the total available authorization to $700 million. Under this new authorization, the Company will repurchase $100 million in additional shares immediately via a 10b5-1 program. The Company also declared a quarterly dividend of twenty-six cents ($0.26) per share, payable October 9, 2026, to stockholders of record as of September 25, 2026.

“This up-sized authorization reflects our Board’s confidence in Curtiss-Wright’s Pivot to Growth strategy, healthy balance sheet and strong financial outlook,” said Lynn M. Bamford, Chair and Chief Executive Officer of Curtiss-Wright Corporation, “Momentum continues to build at Curtiss-Wright allowing us to not only deliver record financial performance, but also near record share repurchases in 2026. Additionally, through our disciplined capital allocation strategy, we will continue to accelerate the pace of investments in research and development and capital expenditures as a strategic accelerator to organic growth.”

In August, the Company executed two separate $100 million expansions of its previous 2026 share repurchase program as well as an additional $100 million in conditional share repurchases. The Company continues to execute on its existing $60 million share repurchase program, initiated in January 2026 to offset potential dilution from compensation plans, which is expected to be completed this year.

Upon completion of these programs, the Company expects annual share repurchases of $460 million in 2026, in-line with last year’s record $466 million buyback program. Since 2021, the Company has returned in excess of $1.5 billion via share repurchases to its shareholders. Entering 2027, the Company will have remaining open repurchase authorization of $600 million.

Curtiss-Wright Corporation l Page 2

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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