Item 2. Unregistered Sales of Equity Securities
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
January 1-31, 2026
61,359
$
194.05
61,017
$
520,948,349
February 1-28, 2026
78,299
$
182.57
55,391
$
510,668,138
March 1-31, 2026
224,268
$
168.73
224,268
$
472,828,500
Total
363,926
340,676
(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.
On July 29, 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 (the “Program”). Since inception of the Program, this authorization has been increased to permit repurchases of up to an aggregate of $1,700.0 million of our outstanding shares of common stock through December 31, 2026.
Repurchases of our common stock 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 March 31, 2026, we repurchased 0.3 million shares under the Program for a total cost of $60.0 million, excluding commissions and taxes, or an average price of $176.00 per share. Since inception through March 31, 2026, we have repurchased 15.7 million shares under the Program for a total cost of $1,227.2 million, excluding commissions and taxes, or an average price of $77.89 per share.
ITEM 3. DEFAULTS U PON SENIOR SECURITIES
None.
ITEM 4. MINE S AFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER I NFORMATION
Trading Arrangements of Directors and Executive Officers
During the three months ended March 31, 2026 , no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
32
ITEM 6. EXHIBITS
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit No.
Description
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 With Embedded Linkbase Documents.
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 has been formatted in Inline XBRL.
Filed herewith.
Furnished herewith.
33
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: April 28, 2026
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.