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Account
Curtiss-Wright
CW
#980
Rank
โฌ22.22 B
Marketcap
๐บ๐ธ
United States
Country
601,79ย โฌ
Share price
0.41%
Change (1 day)
42.85%
Change (1 year)
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Annual Reports (10-K)
Curtiss-Wright
Quarterly Reports (10-Q)
Financial Year FY2026 Q2
Curtiss-Wright - 10-Q quarterly report FY2026 Q2
Text size:
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2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
June 30, 2026
or
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to _______
Commission File Number
1-134
CURTISS-WRIGHT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
13-0612970
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
130 Harbour Place Drive, Suite 300
Davidson,
North Carolina
28036
(Address of principal executive offices)
(Zip Code)
(
704
)
869-4600
(Registrant’s telephone number, including area code)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period of time that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, par value $1.00 per share:
36,934,444
shares as of July 31, 2026.
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
TABLE of CONTENTS
PART I – FINANCIAL INFORMATION
PAGE
Item 1.
Financial Statements (Unaudited):
Condensed Consolidated Statements of Earnings
4
Condensed Consolidated Statements of Comprehensive Income
5
Condensed Consolidated Balance Sheets
6
Condensed Consolidated Statements of Cash Flows
7
Condensed Consolidated Statements of Stockholders’ Equity
8
Notes to Condensed Consolidated Financial Statements
10
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
29
Item 4.
Controls and Procedures
29
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
30
Item 1A.
Risk Factors
30
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
30
Item 3.
Defaults upon Senior Securities
30
Item 4.
Mine Safety Disclosures
30
Item 5.
Other Information
31
Item 6.
Exhibits
33
Signatures
34
Page 3
PART 1- FINANCIAL INFORMATION
Item 1. Financial Statements
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands, except per share data)
2026
2025
2026
2025
Net sales
Product sales
$
777,167
$
746,679
$
1,548,186
$
1,425,656
Service sales
146,841
129,897
289,509
256,565
Total net sales
924,008
876,576
1,837,695
1,682,221
Cost of sales
Cost of product sales
478,529
479,253
983,044
921,343
Cost of service sales
81,389
71,166
159,078
142,257
Total cost of sales
559,918
550,419
1,142,122
1,063,600
Gross profit
364,090
326,157
695,573
618,621
Research and development expenses
25,140
23,308
49,322
46,327
Selling expenses
46,012
41,764
90,558
81,689
General and administrative expenses
113,730
104,071
216,066
203,100
Restructuring expenses
517
707
1,427
1,993
Operating income
178,691
156,307
338,200
285,512
Interest expense
9,926
10,524
19,867
20,667
Other income, net
25,530
10,982
33,727
17,012
Earnings before income taxes
194,295
156,765
352,060
281,857
Provision for income taxes
(
43,127
)
(
35,704
)
(
72,706
)
(
59,459
)
Net earnings
$
151,168
$
121,061
$
279,354
$
222,398
Basic earnings per share
$
4.09
$
3.21
$
7.57
$
5.90
Diluted earnings per share
$
4.07
$
3.19
$
7.53
$
5.87
Dividends per share
$
0.26
$
0.24
$
0.50
$
0.45
Weighted-average shares outstanding:
Basic
36,939
37,692
36,914
37,682
Diluted
37,120
37,903
37,085
37,871
See notes to condensed consolidated financial statements
Page 4
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(In thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Net earnings
$
151,168
$
121,061
$
279,354
$
222,398
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax
(1)
$
3,794
$
56,760
$
(
16,982
)
$
75,844
Pension and postretirement adjustments, net of tax
(1)
265
(
590
)
825
(
736
)
Other comprehensive income (loss), net of tax
4,059
56,170
(
16,157
)
75,108
Comprehensive income
$
155,227
$
177,231
$
263,197
$
297,506
(1)
The tax benefit/(expense) included in foreign currency translation adjustments and pension and postretirement adjustments for the three and six months ended June 30, 2026 and June 30, 2025 was immaterial.
See notes to condensed consolidated financial statements
Page 5
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except per share data)
June 30, 2026
December 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
477,149
$
371,345
Receivables, net
997,350
932,344
Inventories, net
668,728
615,097
Other current assets
93,788
99,688
Total current assets
2,237,015
2,018,474
Property, plant, and equipment, net
386,462
382,200
Goodwill
1,686,728
1,692,490
Other intangible assets, net
501,027
532,381
Operating lease right-of-use assets, net
212,475
198,603
Prepaid pension asset
347,356
333,547
Other assets
84,603
63,597
Total assets
$
5,455,666
$
5,221,292
Liabilities
Current liabilities:
Current portion of long-term and short-term debt
$
200,000
$
200,000
Accounts payable
285,335
310,303
Accrued expenses
216,537
242,942
Deferred revenue
593,849
561,452
Other current liabilities
100,890
90,870
Total current liabilities
1,396,611
1,405,567
Long-term debt
757,387
757,884
Deferred tax liabilities, net
161,399
154,002
Accrued pension and other postretirement benefit costs
69,192
71,417
Long-term operating lease liability
191,594
178,466
Other liabilities
109,623
120,382
Total liabilities
2,685,806
2,687,718
Contingencies and commitments (Note 12)
Stockholders’ equity
Common stock, $
1
par value,
100,000,000
shares authorized as of June 30, 2026 and December 31, 2025;
49,187,378
shares issued as of June 30, 2026 and December 31, 2025; outstanding shares were
36,931,138
as of June 30, 2026 and
36,859,333
as of December 31, 2025
49,187
49,187
Additional paid in capital
168,981
165,014
Retained earnings
4,571,562
4,310,680
Accumulated other comprehensive loss
(
189,969
)
(
173,812
)
Common treasury stock, at cost (
12,256,240
shares as of June 30, 2026 and
12,328,045
shares as of December 31, 2025)
(
1,829,901
)
(
1,817,495
)
Total stockholders’ equity
2,769,860
2,533,574
Total liabilities and stockholders’ equity
$
5,455,666
$
5,221,292
See notes to condensed consolidated financial statements
Page 6
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
(In thousands)
2026
2025
Cash flows from operating activities:
Net earnings
$
279,354
$
222,398
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization
56,735
62,128
Loss on sale/disposal of long-lived assets
64
336
Deferred income taxes
6,362
(
1,240
)
Share-based compensation
14,305
10,484
Non-cash restructuring charges
—
468
Change in operating assets and liabilities, net of businesses acquired:
Receivables, net
(
69,660
)
(
110,541
)
Inventories, net
(
56,430
)
(
57,614
)
Accounts payable and accrued expenses
(
37,387
)
(
40,083
)
Deferred revenue
33,709
35,719
Pension and postretirement liabilities, net
(
15,535
)
(
10,691
)
Other current and long-term assets and liabilities
(
35,989
)
(
13,544
)
Net cash provided by operating activities
175,528
97,820
Cash flows from investing activities:
Proceeds from sale/disposal of long-lived assets
402
302
Additions to property, plant, and equipment
(
41,283
)
(
35,154
)
Grant proceeds for property, plant, and equipment
8,528
—
Proceeds from sale of equity securities
—
7,919
Additional consideration paid on prior year acquisitions
—
(
9,619
)
Net cash used for investing activities
(
32,353
)
(
36,552
)
Cash flows from financing activities:
Borrowings under revolving credit facilities
69,100
139,025
Payments of revolving credit facilities
(
69,100
)
(
139,025
)
Principal payments on debt
—
(
90,000
)
Repurchases of common stock
(
29,225
)
(
35,075
)
Proceeds from share-based compensation
6,481
5,981
Dividends paid
(
8,868
)
(
7,923
)
Other
—
(
622
)
Net cash used for financing activities
(
31,612
)
(
127,639
)
Effect of exchange-rate changes on cash
(
5,759
)
12,993
Net increase (decrease) in cash and cash equivalents
105,804
(
53,378
)
Cash and cash equivalents at beginning of period
371,345
385,042
Cash and cash equivalents at end of period
$
477,149
$
331,664
See notes to condensed consolidated financial statements
Page 7
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands)
For the six months ended June 30, 2026
Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
December 31, 2025
$
49,187
$
165,014
$
4,310,680
$
(
173,812
)
$
(
1,817,495
)
Net earnings
—
—
279,354
—
—
Other comprehensive loss, net of tax
—
—
—
(
16,157
)
—
Dividends declared
—
—
(
18,472
)
—
—
Restricted stock
—
(
13,681
)
—
—
13,681
Employee stock purchase plan
—
4,457
—
—
2,024
Share-based compensation
—
14,241
—
—
64
Repurchase of common stock
(1)
—
—
—
—
(
29,225
)
Other
—
(
1,050
)
—
—
1,050
June 30, 2026
$
49,187
$
168,981
$
4,571,562
$
(
189,969
)
$
(
1,829,901
)
For the three months ended June 30, 2026
Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
March 31, 2026
$
49,187
$
162,326
$
4,429,993
$
(
194,028
)
$
(
1,815,633
)
Net earnings
—
—
151,168
—
—
Other comprehensive income, net of tax
—
—
—
4,059
—
Dividends declared
—
—
(
9,599
)
—
—
Share-based compensation
—
7,113
—
—
7
Repurchase of common stock
(1)
—
—
—
—
(
14,733
)
Other
—
(
458
)
—
—
458
June 30, 2026
$
49,187
$
168,981
$
4,571,562
$
(
189,969
)
$
(
1,829,901
)
Page 8
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands)
For the six months ended June 30, 2025
Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
December 31, 2024
$
49,187
$
147,940
$
3,861,073
$
(
243,225
)
$
(
1,365,176
)
Net earnings
—
—
222,398
—
—
Other comprehensive income, net of tax
—
—
—
75,108
—
Dividends declared
—
—
(
16,974
)
—
—
Restricted stock
—
(
11,287
)
—
—
11,287
Employee stock purchase plan
—
3,657
—
—
2,324
Share-based compensation
—
10,410
—
—
74
Repurchase of common stock
(1)
—
—
—
—
(
35,075
)
Other
—
(
1,070
)
—
—
1,069
June 30, 2025
$
49,187
$
149,650
$
4,066,497
$
(
168,117
)
$
(
1,385,497
)
For the three months ended June 30, 2025
Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
March 31, 2025
$
49,187
$
145,217
$
3,954,481
$
(
224,287
)
$
(
1,365,451
)
Net earnings
—
—
121,061
—
—
Other comprehensive income, net of tax
—
—
—
56,170
—
Dividends declared
—
—
(
9,045
)
—
—
Restricted stock
—
—
—
—
—
Share-based compensation
—
5,213
—
—
—
Repurchase of common stock
(1)
—
—
—
—
(
20,825
)
Other
—
(
780
)
—
—
779
June 30, 2025
$
49,187
$
149,650
$
4,066,497
$
(
168,117
)
$
(
1,385,497
)
(1)
For the three and six months ended June 30, 2026, the Corporation repurchased approximately
20,000
and
42,000
shares of its common stock, respectively. For the three and six months ended June 30, 2025, the Corporation repurchased approximately
60,000
and
102,000
shares of its common stock, respectively.
See notes to condensed consolidated financial statements
Page 9
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.
BASIS OF PRESENTATION
Curtiss-Wright Corporation along with its subsidiaries ("we," the "Corporation," or the "Company") is a global integrated business that provides highly engineered products, solutions, and services mainly to aerospace & defense (A&D) markets, as well as critical technologies in demanding commercial power, process, and industrial markets.
The unaudited condensed consolidated financial statements include the accounts of Curtiss-Wright and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated.
The unaudited condensed consolidated financial statements of the Corporation have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted as permitted by such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of these financial statements.
Management is required to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. Actual results may differ from these estimates. The most significant of these estimates includes the estimate of costs to complete using the over-time revenue recognition accounting method, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, fair value estimates around assets and assumed liabilities from acquisitions, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. During the three and six months ended June 30, 2026 and 2025, there were no significant changes in estimated contract costs. In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.
The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s 2025 Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.
Recently issued accounting standards adopted
In December 2025, the FASB issued ASU 2025-10,
Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities
, which provides guidance on the recognition, measurement, and presentation of government grants. The ASU is effective for annual reporting periods beginning with the year ending December 31, 2028, including interim periods within that period. The Company early adopted this standard beginning in the first quarter of 2026 using the modified prospective approach. The adoption did not have a material effect on the Condensed Consolidated Financial Statements.
Recently issued accounting standards to be adopted
In December 2024, the FASB issued ASU 2024-03
, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,
which requires disclosure of disaggregated information about certain income statement line items in the notes to the financial statements. The ASU is effective for annual reporting periods beginning with the year ending December 31, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its Consolidated Financial Statements.
In September 2025, the FASB issued ASU 2025-06,
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Accounting for and Disclosure of Software Costs
, which amends certain aspects of the accounting for and disclosure of internal-use software costs. The ASU is effective for annual reporting periods beginning with the year ending December 31, 2028. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its Consolidated Financial Statements.
2.
REVENUE
Page 10
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Corporation recognizes revenue when control of a promised good and/or service is transferred to a customer in an amount that reflects the consideration that the Corporation expects to be entitled to in exchange for that good and/or service.
Performance Obligations
The Corporation identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Corporation considers all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The Corporation’s contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations. For contracts with multiple performance obligations, the Corporation allocates the overall transaction price to each performance obligation using standalone selling prices, where available, or utilizes estimates for each distinct good or service in the contract where standalone prices are not available.
The Corporation’s performance obligations are satisfied either at a point-in-time or on an over-time basis. Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.
The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over-time versus at a point-in-time for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Over-time
52
%
51
%
52
%
52
%
Point-in-time
48
%
49
%
48
%
48
%
Contract backlog represents the remaining performance obligations that have not yet been recognized as revenue. Backlog includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Total backlog was approximately $
4.5
billion as of June 30, 2026, of which the Corporation expects to recognize approximately
90
% as net sales over the next
36 months
. The remainder will be recognized thereafter.
Disaggregation of Revenue
The following table presents the Corporation’s total net sales disaggregated by end market and customer type:
Total Net Sales by End Market and Customer Type
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2026
2025
2026
2025
Aerospace & Defense
Aerospace Defense
$
176,007
$
167,587
$
355,446
$
319,309
Ground Defense
90,135
97,542
191,542
194,779
Naval Defense
263,058
240,086
513,139
461,172
Commercial Aerospace
114,298
103,318
224,803
196,195
Total Aerospace & Defense
$
643,498
$
608,533
$
1,284,930
$
1,171,455
Commercial
Power & Process
$
173,688
$
163,473
$
340,745
$
306,407
General Industrial
106,822
104,570
212,020
204,359
Total Commercial
$
280,510
$
268,043
$
552,765
$
510,766
Page 11
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Total
$
924,008
$
876,576
$
1,837,695
$
1,682,221
Contract Balances
Timing of revenue recognition and cash collection may result in billed receivables, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the Condensed Consolidated Balance Sheet. The Corporation’s contract assets primarily relate to its rights to consideration for work completed but not billed as of the reporting date. Contract assets are transferred to billed receivables when the rights to consideration become unconditional. This is typical in situations where amounts are billed as work progresses in accordance with agreed-upon contractual terms or upon achievement of contractual milestones. The Corporation’s contract liabilities primarily consist of customer advances received prior to revenue being earned. Revenue recognized during the three and six months ended June 30, 2026 included in the contract liabilities balance as of January 1, 2026 was approximately $
107
million and $
277
million, respectively. Revenue recognized during the three and six months ended June 30, 2025 included in the contract liabilities balance as of January 1, 2025 was approximately $
95
million and $
211
million, respectively. Contract assets and contract liabilities are reported in the "Receivables, net" and "Deferred revenue" lines, respectively, within the Condensed Consolidated Balance Sheet.
3.
RECEIVABLES
Receivables primarily include amounts billed to customers, unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed, and other receivables. Substantially all amounts of unbilled receivables are expected to be billed and collected within one year. The amount of claims and unapproved change orders within our receivables balances are immaterial.
The composition of receivables is as follows:
(In thousands)
June 30, 2026
December 31, 2025
Billed receivables:
Trade and other receivables
$
552,209
$
526,320
Unbilled receivables (contract assets):
Recoverable costs and estimated earnings not billed, net of progress payments
452,380
412,410
Total Receivables
1,004,589
938,730
Less: Allowance for doubtful accounts
(
7,239
)
(
6,386
)
Receivables, net
$
997,350
$
932,344
4.
INVENTORIES
Inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year. Long-term contract inventory includes an immaterial amount of claims or other similar items subject to uncertainty concerning their determination or realization. Inventories are valued at the lower of cost or net realizable value.
The composition of inventories is as follows:
(In thousands)
June 30, 2026
December 31, 2025
Raw materials
$
305,555
$
288,353
Work-in-process
162,892
130,522
Finished goods
150,643
146,666
Inventoried costs related to U.S. Government and other long-term contracts, net of progress payments
49,638
49,556
Inventories, net
$
668,728
$
615,097
5.
GOODWILL
Page 12
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Corporation accounts for acquisitions by assigning the purchase price to acquired tangible and intangible assets and liabilities assumed. Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts assigned is recorded as goodwill.
The changes in the carrying amount of goodwill for the six months ended June 30, 2026 are as follows:
(In thousands)
Aerospace & Industrial
Defense Electronics
Naval & Power
Consolidated
December 31, 2025
$
328,165
$
714,602
$
649,723
$
1,692,490
Foreign currency translation adjustment
(
1,049
)
(
1,625
)
(
3,088
)
(
5,762
)
June 30, 2026
$
327,116
$
712,977
$
646,635
$
1,686,728
6.
OTHER INTANGIBLE ASSETS, NET
Intangible assets are generally the result of acquisitions and consist primarily of purchased technology and customer related intangibles. Intangible assets are amortized over useful lives that range between
1
to
20
years.
The following tables present the cumulative composition of the Corporation’s intangible assets:
June 30, 2026
December 31, 2025
(In thousands)
Gross
Accumulated Amortization
Net
Gross
Accumulated Amortization
Net
Technology
$
331,239
$
(
230,943
)
$
100,296
$
334,997
$
(
226,674
)
$
108,323
Customer related intangibles
745,376
(
434,708
)
310,668
748,758
(
419,577
)
329,181
Programs
(1)
144,000
(
59,400
)
84,600
144,000
(
55,800
)
88,200
Other intangible assets
54,623
(
49,160
)
5,463
55,893
(
49,216
)
6,677
Total
$
1,275,238
$
(
774,211
)
$
501,027
$
1,283,648
$
(
751,267
)
$
532,381
(1)
Programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology, and trademarks underlying the associated program.
Total intangible amortization expense for the six months ended June 30, 2026 was $
30
million, as compared to $
36
million in the comparable prior year period.
The estimated future amortization expense of intangible assets over the next five years is as follows:
(In millions)
2026
$
60
2027
$
56
2028
$
51
2029
$
50
2030
$
49
7.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Debt
The estimated fair value amounts were determined by the Corporation using available market information that is primarily based on quoted market prices for the same or similar issuances as of June 30, 2026. Accordingly, all of the Corporation’s debt is valued as a Level 2 financial instrument.
The fair values described below may not be indicative of net realizable value or reflective of future fair values. Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Page 13
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2026
December 31, 2025
(In thousands)
Carrying Value
Estimated Fair Value
Carrying Value
Estimated Fair Value
4.24
% Senior notes due 2026
$
200,000
$
199,485
$
200,000
$
199,556
4.05
% Senior notes due 2028
67,500
66,326
67,500
66,769
4.11
% Senior notes due 2028
90,000
87,815
90,000
88,712
3.10
% Senior notes due 2030
150,000
137,373
150,000
138,721
3.20
% Senior notes due 2032
150,000
131,647
150,000
132,996
4.49
% Senior notes due 2032
200,000
188,320
200,000
191,143
4.64
% Senior notes due 2034
100,000
92,764
100,000
94,153
Total debt
$
957,500
$
903,730
$
957,500
$
912,050
Debt issuance costs, net
(
1,025
)
(
1,025
)
(
1,125
)
(
1,125
)
Unamortized interest rate swap proceeds
912
912
1,509
1,509
Total debt, net
$
957,387
$
903,617
$
957,884
$
912,434
Revolving Credit Agreement
In May 2026, the Corporation terminated its existing credit agreement, which was set to expire in May 2027, and entered into a new credit agreement (“Credit Agreement”) with a syndicate of financial institutions. The Credit Agreement, which is set to expire in May 2031, increases the size of the Corporation’s revolving credit facility to $
1
billion, and expands the accordion feature to $
500
million. The proceeds available under the Credit Agreement are to be used for general corporate purposes, which may include the funding of possible future acquisitions or supporting internal growth initiatives. The new agreement provides for similar financial and debt covenants that are no more restrictive than those in the prior agreement.
8.
PENSION PLANS
Defined Benefit Pension Plans
The following table is a consolidated disclosure of all domestic and foreign defined benefit pension plans as described in the Corporation’s 2025 Annual Report on Form 10-K filed with the SEC.
The components of net periodic pension cost/(benefit) for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2026
2025
2026
2025
Service cost
$
3,565
$
3,776
$
7,131
$
7,524
Interest cost
8,458
8,999
16,917
17,958
Expected return on plan assets
(
16,978
)
(
17,746
)
(
33,962
)
(
35,419
)
Amortization of prior service cost
(
25
)
(
9
)
(
50
)
(
17
)
Amortization of unrecognized actuarial loss
466
252
933
498
Net periodic pension benefit
$
(
4,514
)
$
(
4,728
)
$
(
9,031
)
$
(
9,456
)
The Corporation did not make any contributions to the Curtiss-Wright Pension Plan during the six months ended June 30, 2026, and does not expect to do so throughout the remainder of the year. Contributions to the foreign benefit plans are not expected to be material in 2026.
Defined Contribution Retirement Plan
The Company also maintains a defined contribution plan for all non-union employees who are not currently receiving final or career average pay benefits for its U.S. subsidiaries. The employer contributions include both employer match and non-elective contribution components up to a maximum employer contribution of
7
% of eligible compensation. During the three and six
Page 14
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
months ended June 30, 2026, the expense relating to the plan was $
8
million and $
18
million, respectively. During the three and six months ended June 30, 2025, the expense relating to the plan was $
8
million and $
16
million, respectively.
9.
EARNINGS PER SHARE
Diluted earnings per share was computed based on the weighted-average number of shares outstanding plus all potentially dilutive common shares.
A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2026
2025
2026
2025
Basic weighted-average shares outstanding
36,939
37,692
36,914
37,682
Dilutive effect of deferred stock compensation
181
211
171
189
Diluted weighted-average shares outstanding
37,120
37,903
37,085
37,871
There were
no
anti-dilutive shares for the three months ended June 30, 2026. For the six months ended June 30, 2026, there were approximately
15,000
shares issuable under equity-based awards that were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the average stock price during the period. There were approximately
16,000
and
8,000
anti-dilutive equity-based awards for the three and six months ended June 30, 2025, respectively.
10.
SEGMENT INFORMATION
The Corporation’s segments are composed of similar product groupings that serve the same or similar end markets. Based on this approach, the Corporation has
three
reportable segments: Aerospace & Industrial, Defense Electronics, and Naval & Power. The Corporation’s measure of segment profit or loss is operating income. Interest expense and income taxes are not reported on an operating segment basis as they are not considered in the segments’ performance evaluation by the Corporation’s chief operating decision-maker, its Chief Executive Officer.
Operating results by reportable segment were as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2026
2025
2026
2025
Net sales
Aerospace & Industrial
$
268,075
$
239,314
$
523,024
$
466,754
Defense Electronics
246,811
254,158
504,275
499,877
Naval & Power
410,371
384,585
812,955
717,941
Less: Intersegment revenues
(
1,249
)
(
1,481
)
(
2,559
)
(
2,351
)
Total net sales
$
924,008
$
876,576
$
1,837,695
$
1,682,221
Cost of sales
Aerospace & Industrial
$
165,082
$
152,022
$
334,297
$
299,784
Defense Electronics
119,686
132,371
246,575
257,084
Naval & Power
271,836
262,012
547,803
494,771
Total cost of sales
$
556,604
$
546,405
$
1,128,675
$
1,051,639
Research and development expenses
Aerospace & Industrial
$
7,147
$
6,224
$
13,977
$
13,021
Defense Electronics
14,411
13,205
28,150
26,207
Naval & Power
3,403
3,546
6,469
6,411
Total research and development expenses
$
24,961
$
22,975
$
48,596
$
45,639
Selling expenses
Page 15
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Aerospace & Industrial
$
7,394
$
7,112
$
14,394
$
14,314
Defense Electronics
18,439
15,904
35,616
30,934
Naval & Power
19,294
17,987
38,664
34,810
Total selling expenses
$
45,127
$
41,003
$
88,674
$
80,058
General and administrative expenses
Aerospace & Industrial
$
39,049
$
34,368
$
71,752
$
68,872
Defense Electronics
25,477
24,826
53,113
50,351
Naval & Power
44,731
40,563
89,024
79,609
Total general and administrative expenses
$
109,257
$
99,757
$
213,889
$
198,832
Other segment items
(2)
Aerospace & Industrial
$
399
$
582
$
1,102
$
1,835
Defense Electronics
30
19
126
19
Naval & Power
88
61
199
61
Total other segment items
$
517
$
662
$
1,427
$
1,915
Operating income
Aerospace & Industrial
$
49,004
$
39,006
$
87,502
$
68,928
Defense Electronics
68,768
67,833
140,695
135,282
Naval & Power
71,019
60,416
130,796
102,279
Total Segment
188,791
167,255
358,993
306,489
Corporate and Eliminations
(1)
(
10,100
)
(
10,948
)
(
20,793
)
(
20,977
)
Total consolidated
$
178,691
$
156,307
$
338,200
$
285,512
Depreciation and amortization expense
Aerospace & Industrial
$
8,042
$
7,960
$
16,041
$
15,632
Defense Electronics
7,686
7,662
15,416
15,208
Naval & Power
11,852
14,981
23,694
29,843
Corporate
790
704
1,584
1,445
Total Consolidated
$
28,370
$
31,307
$
56,735
$
62,128
Capital expenditures
(3)
Aerospace & Industrial
$
5,962
$
9,434
$
12,918
$
15,683
Defense Electronics
1,370
2,410
3,261
5,927
Naval & Power
11,177
6,032
13,984
11,533
Corporate
2,414
1,505
2,592
2,011
Total Consolidated
$
20,923
$
19,381
$
32,755
$
35,154
(1)
Corporate and Eliminations includes pension expense, environmental remediation and administrative expenses, legal, and other expenses.
(2)
Other segment items includes restructuring expenses associated with the 2026 Restructuring Program in the current period and 2024 Restructuring Program in the prior period.
(3)
Amount is net of grant proceeds for property, plant, and equipment. Refer to the Condensed Consolidated Statements of Cash Flows for more information.
Adjustments to reconcile operating income to earnings before income taxes are as follows:
Page 16
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Three Months Ended
Six Months Ended
(In thousands)
June 30,
June 30,
Earnings before taxes:
2026
2025
2026
2025
Total reportable segment operating income
$
188,791
$
167,255
$
358,993
$
306,489
Corporate and Eliminations
(
10,100
)
(
10,948
)
(
20,793
)
(
20,977
)
Interest expense
9,926
10,524
19,867
20,667
Other income, net
25,530
10,982
33,727
17,012
Earnings before income taxes
$
194,295
$
156,765
$
352,060
$
281,857
(In thousands)
June 30, 2026
December 31, 2025
Segment assets
Aerospace & Industrial
$
1,178,891
$
1,118,986
Defense Electronics
1,534,426
1,557,858
Naval & Power
2,053,022
2,018,076
Corporate and Other
689,327
526,372
Total consolidated
$
5,455,666
$
5,221,292
11.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The cumulative balance of each component of accumulated other comprehensive income (AOCI), net of tax, is as follows:
(In thousands)
Foreign currency translation adjustments, net
Total pension and postretirement adjustments, net
Accumulated other comprehensive income (loss)
December 31, 2024
$
(
167,193
)
$
(
76,032
)
$
(
243,225
)
Other comprehensive income (loss) before reclassifications
(1)
68,064
4,141
72,205
Amounts reclassified from accumulated other comprehensive income
(1)
—
(
2,792
)
(
2,792
)
Net current period other comprehensive income
68,064
1,349
69,413
December 31, 2025
$
(
99,129
)
$
(
74,683
)
$
(
173,812
)
Other comprehensive income (loss) before reclassifications
(1)
(
16,982
)
1,503
(
15,479
)
Amounts reclassified from accumulated other comprehensive income
(1)
—
(
678
)
(
678
)
Net current period other comprehensive income (loss)
(
16,982
)
825
(
16,157
)
June 30, 2026
$
(
116,111
)
$
(
73,858
)
$
(
189,969
)
(1)
All amounts are after tax.
12.
CONTINGENCIES AND COMMITMENTS
From time to time, the Corporation is involved in legal proceedings that are incidental to the operation of its business. Some of these proceedings allege damages relating to asbestos and environmental exposures, intellectual property matters, copyright infringement, personal injury claims, employment and employee benefit matters, government contract issues, commercial or contractual disputes, and acquisitions or divestitures. The Corporation continues to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on its condensed consolidated financial condition, results of operations, and cash flows.
Legal Proceedings
Page 17
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Corporation has been named in a number of lawsuits that allege injury from exposure to asbestos. To date, the Corporation has not been found liable for or paid any material sum of money in settlement in any asbestos-related case. The Corporation believes its minimal use of asbestos in its past operations as well as its acquired businesses’ operations and the relatively non-friable condition of asbestos in its historical products makes it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate. The Corporation maintains insurance coverage and indemnification agreements for these potential liabilities and believes adequate coverage exists to cover any unanticipated asbestos liability.
Letters of Credit and Other Financial Arrangements
The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment, future performance on certain contracts to provide products and services, and to secure advance payments from certain international customers. As of June 30, 2026 and December 31, 2025, there were $
27
million and $
25
million of stand-by letters of credit outstanding, respectively, and $
19
million and $
12
million of bank guarantees outstanding, respectively. In addition, the Corporation is required to provide the Nuclear Regulatory Commission financial assurance demonstrating its ability to cover the cost of decommissioning its Cheswick, Pennsylvania facility upon closure, though the Corporation does not intend to close this facility. The Corporation has provided this financial assurance in the form of a $
40
million surety bond.
Page 18
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Except for historical information, this Quarterly Report on Form 10-Q may be deemed to contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to: (a) projections of or statements regarding return on investment, future earnings, interest income, sales, volume, other income, earnings or loss per share, growth prospects, capital structure, liquidity requirements, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance; (d) impacts on our business related to another shutdown of the U.S. government, ongoing supply chain disruptions, significant inflation, higher interest rates or deflation, labor shortages,
U.S. and foreign trade policies and tariffs or other impositions on imported goods, and measures taken by governments and private industry in response, as well as related to the ongoing conflict between Russia and Ukraine and the war/conflict in the Middle East, and the related sanctions, (e) the effect of laws, rules, regulations, tax reform, new accounting pronouncements, and outstanding litigation on our business and future performance, and (f)
statements of assumptions, such as economic conditions underlying other statements. Such forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “continue,” “could,” “estimate,” “expects,” “intend,” “may,” “might,” “outlook,” “potential,” “predict,” “should,” “will,” as well as the negative of any of the foregoing or variations of such terms or comparable terminology, or by discussion of strategy. No assurance may be given that the future results described by the forward-looking statements will be achieved. While we believe these forward-looking statements are reasonable, they are only predictions and are subject to known and unknown risks, uncertainties, and other factors, many of which are beyond our control, which could cause actual results, performance, or achievement to differ materially from anticipated future results, performance, or achievement expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC, and elsewhere in that report, those described in this Quarterly Report on Form 10-Q, and those described from time to time in our future reports filed with the Securities and Exchange Commission and other written or oral statements made or released by us. Such forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, those contained in Item 1. Financial Statements (including the Notes to Condensed Consolidated Financial Statements) and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date they were made, and we assume no obligation to update forward-looking statements to reflect actual results or changes in or additions to the factors affecting such forward-looking statements.
Page 19
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
COMPANY ORGANIZATION
Curtiss-Wright Corporation is a global integrated business that provides highly engineered products, solutions, and services mainly to A&D markets, as well as critical technologies in demanding commercial power, process, and industrial markets. We report our operations through our Aerospace & Industrial, Defense Electronics, and Naval & Power segments. We operate across a diversified array of niche markets through engineering and technological leadership, precision manufacturing, and strong relationships with our customers. Approximately 70% of our 2026 revenues are expected to be generated from A&D-related markets.
RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the results of operations and financial condition of the Corporation for the three and six month periods ended June 30, 2026. The financial information as of June 30, 2026 should be read in conjunction with the financial statements for the year ended December 31, 2025 contained in our Form 10-K.
The MD&A is organized into the following sections: Condensed Consolidated Statements of Earnings, Results by Business Segment, and Liquidity and Capital Resources. Our discussion will be focused on the overall results of operations followed by a more detailed discussion of those results within each of our reportable segments.
Our three reportable segments are generally concentrated in a few end markets; however, each may have sales across several end markets. An end market is defined as an area of demand for products and services. The sales for the relevant markets will be discussed throughout the MD&A.
Analytical Definitions
Throughout management’s discussion and analysis of financial condition and results of operations, the terms “incremental” and “organic” are used to explain changes from period to period. The term “incremental” is used to highlight the impact acquisitions and divestitures had on the current year results. The results of operations for acquisitions are incremental for the first twelve months from the date of acquisition.
The definition of “organic” excludes the effects of costs associated with our
2026 Restructuring Program in the current period and 2024 Restructuring Program in the prior period, and foreign currency translation.
Page 20
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
Condensed Consolidated Statements of Earnings
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2026
2025
% change
2026
2025
% change
Sales
Aerospace & Industrial
$
267,765
$
239,138
12
%
$
522,684
$
466,384
12
%
Defense Electronics
245,987
253,011
(3
%)
502,275
498,175
1
%
Naval & Power
410,256
384,427
7
%
812,736
717,662
13
%
Total sales
$
924,008
$
876,576
5
%
$
1,837,695
$
1,682,221
9
%
Operating income
Aerospace & Industrial
$
49,004
$
39,006
26
%
$
87,502
$
68,928
27
%
Defense Electronics
68,768
67,833
1
%
140,695
135,282
4
%
Naval & Power
71,019
60,416
18
%
130,796
102,279
28
%
Corporate and other
(10,100)
(10,948)
8
%
(20,793)
(20,977)
1
%
Total operating income
$
178,691
$
156,307
14
%
$
338,200
$
285,512
18
%
Interest expense
9,926
10,524
6
%
19,867
20,667
4
%
Other income, net
25,530
10,982
132
%
33,727
17,012
98
%
Earnings before income taxes
194,295
156,765
24
%
352,060
281,857
25
%
Provision for income taxes
(43,127)
(35,704)
(21
%)
(72,706)
(59,459)
(22
%)
Net earnings
$
151,168
$
121,061
25
%
$
279,354
$
222,398
26
%
Components of sales and operating income increase (decrease):
Three Months Ended
Six Months Ended
June 30,
June 30,
2026 vs. 2025
2026 vs. 2025
Sales
Operating Income
Sales
Operating Income
Organic
5
%
15
%
9
%
19
%
Restructuring
—
%
—
%
—
%
—
%
Foreign currency
—
%
(1
%)
—
%
(1
%)
Total
5
%
14
%
9
%
18
%
Sales
in the second quarter increased $47 million, or 5%, to $924 million, compared with the prior year period. On a segment basis, sales from the Aerospace & Industrial and Naval & Power segments increased $28 million and $26 million, respectively, while sales from the Defense Electronics segment decreased $7 million.
Sales during the six months ended June 30, 2026 increased $155 million, or 9%, to $1,838 million, compared with the prior year period. On a segment basis, sales from the Aerospace & Industrial, Defense Electronics, and Naval & Power segments increased $56 million, $4 million, and $95 million, respectively. Changes in sales by segment are discussed in further detail in the results by business segment section below.
Operating income
in the second quarter increased $22 million, or 14%, to $179 million, and operating margin increased 150 basis points to 19.3% compared with the same period in 2025, due to increases across all segments. In the Aerospace & Industrial segment, increases in operating income and operating margin were primarily due to
favorable overhead absorption on
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
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MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
higher sales, favorable product mix, as well as the benefits of the Company's restructuring initiatives.
Operating income and operating margin in the Defense Electronics segment increased primarily due to favorable product mix and the benefits from our cost containment initiatives. In the Naval & Power segment,
increases in operating income and operating margin were primarily due to
favorable overhead absorption on higher sales.
Operating income during the six months ended June 30, 2026
increased $53 million, or 18%, to $338 million, and operating margin increased 140 basis points to 18.4%, compared with the same period in 2025, due to increases across all segments.
In the Aerospace & Industrial segment, increases in operating income and operating margin were primarily due to favorable overhead absorption on higher sales, favorable product mix, as well as the benefits of the Company's restructuring initiatives.
Operating income and operating margin in the Defense Electronics segment increased primarily due to favorable product mix and the benefits from our cost containment initiatives. In the Naval & Power segment,
increases in operating income and operating margin were primarily due to
favorable overhead absorption on higher sales.
Non-segment operating expense
in the second quarter decreased $1 million, or 8%, to $10 million, primarily due to lower corporate costs. Non-segment operating expense of $21 million during the six months ended June 30, 2026 was essentially flat against the comparable prior year period.
Interest expense
in the second quarter and six months ended June 30, 2026 decreased $1 million, or 6% to $10 million and $1 million, or 4%, to $20 million, respectively, primarily due to lower borrowings under our revolving Credit Agreement (the “Credit Agreement” or “credit facility”).
Other income, net
in the second quarter and
six months ended June 30, 2026
increased $15 million, or 132%,
to $26 million and
$17 million, or 98%, to $34 million, respectively,
primarily due to an unrealized gain recognized during the current period on equity securities held for investment purposes.
The effective tax rate
of 22.2% in the second quarter decreased compared to an effective tax rate of 22.8% in the prior year period, primarily due to lower withholding taxes on foreign undistributed earnings. The effective tax rate of 20.7% for the six months ended June 30, 2026 decreased as compared to an effective tax rate of 21.1% in the prior year period, primarily due to increased tax benefits associated with stock-based compensation.
Comprehensive income
in the second quarter was $155 million, compared to comprehensive income of $177 million in the prior year period. The change was primarily due to the following:
•
Foreign currency translation adjustments in the second quarter resulted in a $4 million comprehensive gain, compared to a $57 million comprehensive gain in the prior year period. The comprehensive gain during the current period was primarily attributed to increases in the British Pound and Canadian dollar.
•
Net earnings increas
ed
$30 million
,
primarily due to higher operating income as well as higher other income, net, from an unrealized gain recognized during the current period on equity securities held for investment purposes.
Comprehensive income during the six months ended June 30, 2026 was $263 million, compared to comprehensive income of $298 million in the prior year period. The change was primarily due to the following:
•
Foreign currency translation adjustments for the six months ended June 30, 2026 resulted in a $17 million comprehensive loss, compared to a $76 million comprehensive gain in the prior period. The comprehensive loss during the current period was primarily attributed to decreases in the British Pound and Canadian dollar.
•
Net earnings increased
$57 million, pr
imarily due to higher operating income as well as higher other income, net, from an unrealized gain recognized during the current period on equity securities held for investment purposes.
New orders
in the second quarter increased $76 million from the comparable prior year period, primarily due to strong demand for ground defense equipment in the Defense Electronics segment as well as an increase in orders for actuation products on ground defense and commercial aerospace equipment in the Aerospace & Industrial segment. These increases were partially offset by the timing of naval defense orders in the Naval & Power segment.
New orders during the
six months ended June 30, 2026 increased $243 million from the comparable prior year period, primarily due to strong demand for ground and naval defense orders in the Defense Electronics segment. New orders also benefited from
Page 22
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
increased demand for actuation products on aerospace defense and ground defense equipment and industrial vehicle products within our commercial markets in the Aerospace & Industrial segment. These increases were partially offset by the timing of naval defense orders in the Naval & Power segment. Changes in new orders by segment are discussed in further detail in the "Results by Business Segment" section below.
RESULTS BY BUSINESS SEGMENT
Aerospace & Industrial
The following tables summarize sales, operating income and margin, and new orders within the Aerospace & Industrial segment.
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2026
2025
% change
2026
2025
% change
Sales
$
267,765
$
239,138
12%
$
522,684
$
466,384
12%
Operating income
49,004
39,006
26%
87,502
68,928
27%
Operating margin
18.3
%
16.3
%
200 bps
16.7
%
14.8
%
190 bps
Components of sales and operating income increase (decrease):
Three Months Ended
Six Months Ended
June 30,
June 30,
2026 vs. 2025
2026 vs. 2025
Sales
Operating Income
Sales
Operating Income
Organic
12
%
27
%
11
%
28
%
Restructuring
—
%
—
%
—
%
1
%
Foreign currency
—
%
(1
%)
1
%
(2
%)
Total
12
%
26
%
12
%
27
%
Sales
in the Aerospace & Industrial segment are primarily generated from the general industrial and aerospace & defense markets, and, to a lesser extent, the power & process markets.
Sales in the second quarter increased $28 million, or 12%, to $268 million from the prior year period. In the commercial aerospace market, sales increased $12 million primarily due to higher OEM sales of actuation equipment, sensors products, and surface treatment services on narrowbody and widebody platforms. Sales in the aerospace defense market primarily benefited from higher demand for sensors products and actuation equipment supporting various domestic and international fighter jet programs.
Sales in the general industrial market primarily benefited from higher sales of industrial vehicle products to off-highway vehicle platforms.
Sales during the six months ended June 30, 2026 increased
$56 million
, or 12%, to $523 million from the prior year period. In the commercial aerospace market, sales increased $25 million primarily due to higher OEM sales of actuation equipment, sensors products, and surface treatment services on narrowbody and widebody platforms. Sales in the aerospace defense market benefited $10 million from higher demand for sensors products and actuation equipment supporting various international fighter jet programs.
In both the ground and naval defense markets, sales increased primarily due to higher demand for electromechanical actuation equipment. Sales in the general industrial market benefited $10 million primarily from higher sales of industrial vehicle products to off-highway vehic
le platforms.
Operating income
in the second quarter increased $10 million, or 26%, to $49 million from the comparable prior year period, and operating margin increased 200 basis points to 18.3%, primarily due to
favorable overhead absorption on higher sales, favorable product mix, as well as the benefits of the Company's restructuring initiatives. These increases were partially offset by higher investment in research and development.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
Operating income during the six months ended June 30, 2026 increased $19 million, o
r
27%
,
to $88 million from the prior year period, and operating margin increased 190 basis points to 16.7%, primarily due to
favorable overhead absorption on higher sales, favorable product mix, as well as the benefits of the Company's restructuring initiatives. These increases were partially offset by unfavorable foreign currency translation and higher investment in research and development.
New orders
in the second quarter increased $61 million primarily due to an increase in orders for actuation products on ground defense and commercial aerospace equipment, as well as an increase in orders for industrial vehicle products within our commercial markets.
New orders during the
six months ended June 30, 2026 increased $100 million primarily due to an increase in orders for actuation products on aerospace defense and ground defense equipment, as well as an increase in orders for industrial vehicle products within our commercial markets.
Defense Electronics
The following tables summarize sales, operating income and margin, and new orders within the Defense Electronics segment.
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2026
2025
% change
2026
2025
% change
Sales
$
245,987
$
253,011
(3%)
$
502,275
$
498,175
1%
Operating income
68,768
67,833
1%
140,695
135,282
4%
Operating margin
28.0
%
26.8
%
120 bps
28.0
%
27.2
%
80 bps
Components of sales and operating income increase (decrease):
Three Months Ended
Six Months Ended
June 30,
June 30,
2026 vs. 2025
2026 vs. 2025
Sales
Operating Income
Sales
Operating Income
Organic
(3
%)
1
%
1
%
4
%
Restructuring
—
%
—
%
—
%
—
%
Foreign Currency
—
%
—
%
—
%
—
%
Total
(3
%)
1
%
1
%
4
%
Sales
in the Defense Electronics segment are primarily to the defense markets and, to a lesser extent, the commercial aerospace market.
Sales in the second quarter decreased $7 million, or 3%, to $246 million from the prior year period, primarily due to the
timing of tactical communications equipment sales in the ground defense market. This decrease was partially offset by
higher demand for
embedded computing equipment on various domestic fighter jet and unmanned aerial vehicle (UAV) programs in the aerospace defense market.
Sales during the six months ended June 30, 2026 increased $4 million, or 1%, to $502 million from the prior year period. Sales in the aerospace defense market benefited $17 million primarily due to higher demand for embedded computing and avionics equipment
on various domestic fighter jet and UAV programs
, partially offset by the timing of sales on various helicopter programs. In the ground defense market, sales decreased $11 million primarily due to the
timing of tactical communications equipment sales. Lower sales in the naval defense market were
primarily due to the timing of embedded computing equipment sales supporting various domestic and international programs.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
Operating income
in the second quarter increased $1 million, or 1%, to $69 million compared to the prior year period, and operating margin increased 120 basis points from the prior year period to 28.0%, primarily due to favorable product mix and the benefits from our cost containment initiatives. These increases were partially offset by higher investment in research and development.
Operating income during the six months ended June 30, 2026 increased $5 million, or 4%, to $141 million, and operating margin increased 80 basis points from the prior year period to 28.0%, primarily due to favorable product mix and the benefits from our cost containment initiatives. These increases were partially offset by higher investment in research and development.
New orders
in the second quarter increased $108 million primarily due to strong demand for ground defense equipment, including turret technologies and tactical communications products.
New orders during the six months ended June 30, 2026 increased $151 million primarily due to the timing of orders on ground and naval defense equipment.
Naval & Power
The following tables summarize sales, operating income and margin, and new orders within the Naval & Power segment.
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2026
2025
% change
2026
2025
% change
Sales
$
410,256
$
384,427
7%
$
812,736
$
717,662
13%
Operating income
71,019
60,416
18%
130,796
102,279
28%
Operating margin
17.3
%
15.7
%
160 bps
16.1
%
14.3
%
180 bps
Components of sales and operating income increase (decrease):
Three Months Ended
Six Months Ended
June 30,
June 30,
2026 vs. 2025
2026 vs. 2025
Sales
Operating Income
Sales
Operating Income
Organic
7
%
18
%
13
%
28
%
Restructuring
—
%
—
%
—
%
—
%
Foreign currency
—
%
—
%
—
%
—
%
Total
7
%
18
%
13
%
28
%
Sales
in the Naval & Power segment are primarily to the naval defense and power & process markets, and, to a lesser extent, the aerospace defense market.
Sales in the second quarter increased
$26 million,
or 7%, to $410 million from the prior year period.
In the naval defense market, sales increased $16 million primarily due to the timing of production on the Virginia-class submarine program as well as higher aftermarket sales supporting naval shipyards. Sales in the power & process market increased $10 million primarily due to higher sales of commercial nuclear products supporting next-generation advanced reactors as well as higher government nuclear sales.
Sales during the six months ended June 30, 2026 increased $95 million, or 13%, to $813 million from the prior year period. In the naval defense market, sales increased $51 million primarily due to the timing of production on the Virginia-class submarine program as well as higher aftermarket sales supporting naval shipyards. Sales in the power & process market increased $35 million primarily due to higher commercial nuclear aftermarket sales supporting the maintenance of existing operating reactors,
Page 25
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
higher sales supporting next-generation advanced reactors, as well as higher government nuclear sales. In the aerospace defense market, sales increased $10 million primarily due to higher sales of arresting systems equipment supporting various international customers.
Operating income
in the second quarter increased $11 million, or 18%, to $71 million, and operating margin increased 160 basis points from the prior year period to 17.3%, primarily due to favorable overhead absorption on higher sales.
Operating income during the six months ended June 30, 2026 increased $29 million, or
28%
, to $131 million, and operating margin increased 180 basis points from the prior year period to 16.1%, primarily due to favorable overhead absorption on higher sales. These increases were partially offset by higher investment in research and development.
New orders
in the second quarter decreased $93 million primarily due to the timing of naval defense orders.
New orders during the six months ended June 30, 2026 decreased $8 million primarily due to the timing of naval defense orders. This decrease was partially offset by an increase in orders for commercial nuclear and process products.
SUPPLEMENTARY INFORMATION
The table below depicts sales by end market and customer type, as it helps provide an enhanced understanding of our businesses and the markets in which we operate. The table has been included to supplement the discussion of our consolidated operating results.
Total Net Sales by End Market and Customer Type
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2026
2025
% change
2026
2025
% change
Aerospace & Defense markets:
Aerospace Defense
$
176,007
$
167,587
5
%
$
355,446
$
319,309
11
%
Ground Defense
90,135
97,542
(8
%)
191,542
194,779
(2
%)
Naval Defense
263,058
240,086
10
%
513,139
461,172
11
%
Commercial Aerospace
114,298
103,318
11
%
224,803
196,195
15
%
Total Aerospace & Defense
$
643,498
$
608,533
6
%
$
1,284,930
$
1,171,455
10
%
Commercial markets:
Power & Process
$
173,688
$
163,473
6
%
$
340,745
$
306,407
11
%
General Industrial
106,822
104,570
2
%
212,020
204,359
4
%
Total Commercial
$
280,510
$
268,043
5
%
$
552,765
$
510,766
8
%
Total Curtiss-Wright
$
924,008
$
876,576
5
%
$
1,837,695
$
1,682,221
9
%
Aerospace & Defense markets
Sales in the second quarter increased $35 million, or 6%, to $643 million against the comparable prior year period. Sales in the aerospace defense market increased primarily due to higher demand for sensors products and actuation equipment supporting various domestic and international fighter jet programs as well as higher demand for
embedded computing equipment on various domestic fighter jet and UAV programs.
Sales increases in the naval defense market were primarily due to the timing of production on the Virginia-class submarine program as well as higher aftermarket sales supporting naval shipyards
.
In the commercial aerospace market, sales increased
primarily due to
higher OEM sales of actuation equipment, sensors products, and surface treatment services on narrowbody and widebody platforms. These market increases were partially offset by lower sales in the ground defense market due to the
timing of tactical communications equipment sales.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
Sales during the six months ended June 30, 2026 increased $113 million, or 10%, to $1,285 million
.
Sales in the aerospace defense market increased primarily due to
higher demand for sensors products and actuation equipment supporting various international fighter jet programs,
higher demand for embedded computing and avionics equipment
on various domestic fighter jet and UAV programs
, as well as higher sales of arresting systems equipment supporting various international customers. These increases were partially offset by the timing of sales on various helicopter programs. Sales increases in the naval defense market were primarily due to the timing of production on the Virginia-class submarine program, higher aftermarket sales supporting naval shipyards, as well as higher demand for
electromechanical actuation equipment.
In the commercial aerospace market, sales increased primarily due to higher OEM sales of actuation equipment, sensors products, and surface treatment services on narrowbody and widebody platforms. These market increases were partially offset by lower sales in the ground defense market due to the timing of tactical communications equipment sales.
Commercial markets
Sales in the second quarter increased $12 million, or 5%, to $281 million. In the power & process market, sales increased primarily due to
higher sales of commercial nuclear products supporting next-generation advanced reactors as well as higher government nuclear sale
s. Sales in the general industrial market benefited primarily from higher sales of industrial vehicle products to off-highway vehicle platforms.
Sales during the six months ended June 30, 2026 increased $42 million, or 8%, to $553 million. Sales in the power & process market increased primarily due to
higher commercial nuclear aftermarket sales supporting the maintenance of existing operating reactors, higher sales supporting next-generation advanced reactors, as well as higher government nuclear sale
s. Sales in the general industrial market benefited primarily from higher sales of industrial vehicle products to off-highway vehicle platforms.
LIQUIDITY AND CAPITAL RESOURCES
Sources and Use of Cash
We derive the majority of our operating cash inflow from receipts on the sale of goods and services and cash outflow for the procurement of materials and labor; cash flow is therefore subject to market fluctuations and conditions. Most of our long-term contracts allow for several billing points (progress or milestone) that provide us with cash receipts as costs are incurred throughout the project rather than upon contract completion, thereby reducing working capital requirements. In some cases, these payments can exceed the costs incurred on a project.
Condensed Consolidated Statements of Cash Flows
Six Months Ended
(In thousands)
June 30, 2026
June 30, 2025
Cash provided by (used for):
Operating activities
$
175,528
$
97,820
Investing activities
(32,353)
(36,552)
Financing activities
(31,612)
(127,639)
Effect of exchange-rate changes on cash
(5,759)
12,993
Net increase (decrease) in cash and cash equivalents
$
105,804
$
(53,378)
Net cash provided by operating activities
increased $78 million from the prior year period, primarily due to higher cash earnings and improved working capital in the current period.
Net cash used for investing activities
decreased $4 million from the prior year period, primarily due to lower capital expenditures during the current period.
Net cash used for financing activities
decreased $96 million from the prior year period, primarily due to the repayment of our 3.85% Senior Notes in February 2025. Refer to the "Financing Activities" section below for further details.
Financing Activities
Debt
Page 27
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued
The Corporation’s debt outstanding had an average intere
st rate of 3.8% for both
the three and six months ended June 30, 2026, respectively, and 3.8% for both the three and six months ended June 30, 2025, respectively. The Corporation’s average debt outstanding wa
s
$958 million
and
$961 million
for
the three and six months ended June 30, 2026, respectively, and $960 million and $990 million for the t
hree and six months ended June 30, 2025, respectively.
Credit Agreement
As of June 30, 2026, the Corporation had approximately $27 million in letters of credit supported by the credit facility. The unused credit available under the credit facility as of June 30, 2026 was $973 million, which could be borrowed without violating any of our debt covenants.
Repurchase of common stock
For the six months ended June 30, 2026, the Corporation repurchased approximately 42,000 shares of its common stock for $29 million. For the six months ended June 30, 2025, the Corporation repurchased approximately 102,000 shares of its common stock for $35 million.
Cash Utilization
Management continually evaluates cash utilization alternatives, including share repurchases, acquisitions, and increased dividends to determine the most beneficial use of available capital resources. We believe that our cash and cash equivalents, cash flow from operations, available borrowings under the credit facility, and ability to raise additional capital through the credit markets are sufficient to meet both the short-term and long-term capital needs of the organization.
Dividends
The Corporation made dividend payments of $9 million and $8 million during the six months ended June 30, 2026 and June 30, 2025, respectively. Additionally, beginning in the second quarter of 2026, the Corporation increased its quarterly dividend to $0.26 per share.
Debt Compliance
As of the date of this report, we were in compliance with all debt agreements and credit facility covenants, including our most restrictive covenant, which is our debt to capitalization limit of 60%. The debt to capitalization limit is a measure of our indebtedness (as defined per the notes purchase agreement and credit facility) to capitalization, where capitalization equals debt plus equity, and is the same for and applies to all of our debt agreements and credit facility.
As of June 30, 2026, we had the ability to borrow additional debt of $3.1 billion without violating our debt to capitalization covenant.
CRITICAL ACCOUNTING POLICIES
Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting policies are those that require application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2025 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 12, 2026, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Page 28
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market
risk during the six months ended June 30, 2026. Information regarding market risk and market risk management policies is more fully described in "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" of our 2025 Annual Report on Form 10-K.
Item 4. CONTROLS AND PROCEDURES
As of June 30, 2026, our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of June 30, 2026 insofar as they are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and they include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
During the quarter ended June 30, 2026, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Page 29
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, we are involved in legal proceedings that are incidental to the operation of our business. Some of these proceedings allege damages relating to asbestos and environmental exposures, intellectual property matters, copyright infringement, personal injury claims, employment and employee benefit matters, government contract issues, commercial or contractual disputes, and acquisitions or divestitures. We continue to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, we do not believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on our condensed consolidated financial condition, results of operations, and cash flows.
We have been named in pending lawsuits that allege injury from exposure to asbestos. To date, we have not been found liable or paid any material sum of money in settlement in any asbestos-related case. We believe that the minimal use of asbestos in our past operations and the relatively non-friable condition of asbestos in our products make it unlikely that we will face material liability in any asbestos litigation, whether individually or in the aggregate. We maintain insurance coverage for these potential liabilities and we believe adequate coverage exists to cover any unanticipated asbestos liability.
Item 1A. RISK FACTORS
There have been no material changes in our Risk Factors during the six months ended June 30, 2026. Information regarding our Risk Factors is more fully described in "Item 1A. Risk Factors" of our 2025 Annual Report on Form 10-K.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about our repurchase of equity securities that are
registered by us pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, during the quarter ended June 30, 2026.
Total Number of shares purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of a Publicly Announced Program
Maximum Dollar amount of shares that may yet be Purchased Under the Program
April 1 - April 30
6,952
$717.75
28,817
$
235,470,777
May 1 - May 31
6,510
$730.26
35,327
230,716,797
June 1 - June 30
6,643
$750.99
41,970
225,727,957
For the quarter ended June 30, 2026
20,105
$732.78
41,970
$
225,727,957
In November 2025, the Corporation entered into two written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company implemented these written trading plans in connection with its previously announced share repurchase programs. The first trading plan includes purchases in the total amount of $60 million executed equally over the course of calendar year 2026. This written trading plan took effect on January 2, 2026 and will cease on December 31, 2026. The second trading plan includes potential purchases totaling $100 million. The Company cannot predict when or if it will purchase any additional shares of common stock as such plan includes a price limit where the Company would not buy shares under the Rule 10b5-1 plan. This written trading plan took effect on January 2, 2026 and will cease on December 31, 2026. The terms of the trading plans can be found in the Corporation's Form 8-K filed with the U.S. Securities and Exchange Commission on November 21, 2025.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Page 30
Not applicable.
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 six months ended June 30, 2026. Information regarding security holder recommendations and nominations for directors is more fully described in the section entitled “Stockholder Nominations for Directors” 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 June 30, 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)
Gary A. Ogilby
Senior Vice President and Corporate Controller
Adoption
Rule 10b5-1 Trading Arrangement
May 28, 2026
(4)
March 23, 2027
(5)
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 the Rule 10b5-1 Trading Arrangement commences 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 June 30, 2026.
5.
The aggregate number of shares of common stock to be sold pursuant to Mr. Ogilby's Rule 10b5-1 Trading Arrangement includes: (a) 50% of the net after-tax shares received upon the vesting of
3,773
restricted stock units on December 15, 2026, pursuant to a Restricted Stock Unit Agreement between the Company and Mr. Ogilby dated December 16, 2021, (b) 100% of the net after-tax shares received upon the vesting of
295
time-based restricted stock units on March 14, 2027, and (c) up to 100% of the net after-tax shares of common stock received upon the vesting of
392
performance-based restricted stock units (PSUs), which were granted March 18, 2024. The number of PSUs granted is at target and the number of shares that will be earned will depend on Company total shareholder return relative to its peer group for the 2024 – 2026 performance period. PSUs may be earned up to 200% of grant. PSUs will be earned as common stock in early 2027.
The 10b5-1 Trading Arrangement 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
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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
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
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: August 6, 2026
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