Item 8.01 Other Events
On September 15, 2021, 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 share repurchase program, which was authorized by
the Company's Board of Directors and announced on September 16, 2021. Under the
share repurchase program, the Company may purchase up to $550 million of its
outstanding common stock.
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 effected before September
16, 2021 and will cease on December 31, 2021.
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 2020 Annual Report on Form 10-K filed with the SEC on February 25,
2021, 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.
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