Item 5. Other Information
Item 5. OTHER INFORMATION
Director Nomination Process
There have been no material changes in our procedures by which our security holders may recommend nominees to our board of directors during the three months ended March 31, 2026. Information regarding security holder recommendations and nominations for directors is more fully described in the section entitled “Stockholder Nominations for Director” of our 2026 Proxy Statement on Schedule 14A, which is incorporated by reference to our 2025 Annual Report on Form 10-K.
Insider Adoption or Termination of Trading Arrangements
During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:
Name
Title
Action Character of Trading Arrangement (1)
Adoption Date
Earliest Sale Date
Expiration Date (2)
Aggregate # of securities to be purchased or sold (3)
Lynn M. Bamford Chair and Chief Executive Officer Adoption Rule 10b5-1 Trading Arrangement
March 10, 2026 (4) September 10, 2026 Up to 5,000 shares to be sold
K. Christopher Farkas Executive Vice President and Chief Financial Officer
Adoption Rule 10b5-1 Trading Arrangement March 12, 2026 (4) January 29, 2027 (5)
Gary A. Ogilby Senior Vice President and Corporate Controller Adoption Rule 10b5-1 Trading Arrangement
March 10, 2026 (4) March 20, 2027 Up to 399 shares to be sold
John C. Watts Executive Vice President and Chief Growth Officer Adoption Rule 10b5-1 Trading Arrangement
February 25, 2026 May 27, 2026 May 26, 2027 Up to 420 shares to be sold
1. Except as indicated by footnote, the trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.
2. The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales, (b) the date listed in the table, or (c) such date the trading arrangement is otherwise terminated according to its terms. The trading arrangements also provide for automatic expiration in the event of death, dissolution, bankruptcy, or insolvency of the adopting person.
3. The volume of sales is based on pricing triggers outlined in the Rule 10b5-1 trading Arrangement.
4. Transactions under each Rule 10b5-1 Trading Arrangement commence no earlier after the later of (a) 91 days after adoption of the Rule 10b5-1 Trading Arrangement, and (2) the third business day following the public disclosure of the Company’s financial results on Form 10-Q for the period ended March 31, 2026.
5. The aggregate number of shares of common stock to be sold pursuant to Mr. Farkas's Rule 10b5-1 Trading Arrangement are up to 100% of the net after-tax shares received upon the vesting of 5,660 restricted stock units on December 15, 2026, pursuant to a Restricted Stock Unit Agreement between the Company and Mr. Farkas dated December 16, 2021.
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The 10b5-1 Trading Arrangements in the above table included a representation from the officer to the broker administering the plan that such individual (i) was not in possession of any material nonpublic information regarding the Company or the securities subject to the plan and (ii) the plan was entered into good faith and not as part of a plan or scheme to evade securities law. A similar representation was made to the Company in connection with the adoption of the plan. Those representations were made as of the date of adoption of the 10b5-1 plan and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the officer was unaware, or with respect to any material nonpublic information acquired by the officer or the Company after the date of the representation. Actual sale transactions will be disclosed publicly through Form 144 and Form 4 filings with the SEC, as required.
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Item 6. EXHIBITS
Incorporated by Reference Filed
Exhibit No. Exhibit Description Form Filing Date Herewith
3.1 Amended and Restated Certificate of Incorporation of the Registrant
8-A12B/A May 24, 2005
3.2 Amended and Restated Bylaws of the Registrant
8-K May 18, 2015
10.1 I nstrument of Amendment No. 18 to the Curtiss-Wright Corporation Savings and Investment P lan, as Amended and Restated effective January 1, 2015*
X
31.1 Certification of Lynn M. Bamford, Chair and CEO, Pursuant to Rules 13a – 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
X
31.2 Certification of K. Christopher Farkas, Executive Vice President and Chief Financial Officer, Pursuant to Rules 13a – 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
X
32 Certification of Lynn M. Bamford, Chair and CEO, and K. Christopher Farkas, Executive Vice President and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350
X
* Indicates contract or compensatory plan or arrangement
101.INS XBRL Instance Document X
101.SCH XBRL Taxonomy Extension Schema Document X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase Document X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X
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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 thereunto duly authorized.
CURTISS-WRIGHT CORPORATION
(Registrant)
By: /s/ K. Christopher Farkas
K. Christopher Farkas
Executive Vice President and Chief Financial Officer
Dated: May 7, 2026
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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.