ARMSTRONG WORLD INDUSTRIES INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (c) Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Value of Shares that may yet be Purchased under the Plans or Programs April 1-30, 2023 144,468 $ 69.99 142,837 $ 311,789,029 May 1-31, 2023 224,339 $ 66.91 224,145 $ 296,790,595 June 1-30, 2023 78,394 $ 65.65 76,394 $ 291,790,654 Total 447,201 443,376 (1) Includes shares reacquired through the withholding of shares to pay employee tax obligations upon the exercise of options or vesting of restricted shares previously granted under our long-term incentive plans. In July 2016, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $150.0 million of our outstanding shares of common stock through July 2018 (the “Program”). Pursuant to additional authorizations and extensions of the Program approved by our Board of Directors, we are authorized to repurchase up to $1,200.0 million of our outstanding shares of common stock through December 31, 2023. Repurchases under the Program may be made through open market, block and privately negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice. During the three months ended June 30, 2023, we repurchased 0.4 million shares under the Program for a total cost of $30.0 million, excluding commissions and taxes, or an average price of $67.66 per share. During the six months ended June 30, 2023, we repurchased 0.8 million shares under the Program for a total cost of $57.0 million, excluding commissions and taxes, or an average price of $70.31 per share. Since inception and through June 30, 2023, we have repurchased 13.2 million shares under the Program for a total cost of $908.2 million, excluding commissions and taxes, or an average price of $68.76 per share. On July 18, 2023, our Board of Directors approved an additional $500.0 million authorization for us to repurchase outstanding shares of our common stock under the Program and extended the Program to December 31, 2026, bringing the cumulative total repurchase authorization since the inception of the Program to $1,700.0 million of our outstanding shares of common stock. ITEM 3. DEFAULTS U PON SENIOR SECURITIES None. ITEM 4. MINE S AFETY DISCLOSURES Not Applicable. ITEM 5. OTHER I NFORMATION None. 30 ITEM 6. EXHIBITS The following exhibits are filed as part of this Quarterly Report on Form 10-Q: Exhibit No. Description 3.1 Amended and Restated Bylaws of Armstrong World Industries, Inc. dated April 19, 2023 is incorporated by reference from the Current Report on Form 8-K filed on April 25, 2023 wherein it appeared as Exhibit 3.1. 10.1 Form of 2023 Long-Term Time-Based Restricted Stock Unit Grant—Tier I (CEO) under the Armstrong World Industries, Inc. Equity and Cash Incentive Plan is incorporated by reference from the Current Report on Form 8-K filed on May 2, 2023 wherein it appeared as Exhibit 10.1.* 31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. † 31.2 Certification of Chief Financial Officer required by Rule 13a-14-(a) or 15d-14(a) of the Securities Exchange Act. † 32.1 Certification of Chief Executive Officer required by Rule 13a and 18 U.S.C. Section 1350. †† 32.2 Certification of Chief Financial Officer required by Rule 13a and 18 U.S.C. Section 1350. †† 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. † 101.SCH Inline XBRL Taxonomy Extension Schema. † 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase. † 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase. † 101.LAB Inline XBRL Taxonomy Extension Label Linkbase. † 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase. † 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 has been formatted in Inline XBRL. * Management Contract or Compensatory Arrangement † Filed herewith. †† Furnished herewith. 31 SIGNA TURES 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 thereunto duly authorized. Armstrong World Industries, Inc. By: /s/ Christopher P. Calzaretta Christopher P. Calzaretta, Senior Vice President and Chief Financial Officer (Principal Financial Officer) By: /s/ James T. Burge James T. Burge, Vice President and Controller (Principal Accounting Officer) Date: July 25, 2023 32