Form 4: Curtiss-Wright Director Acquires Stock

Sentiment:

Statement of Changes in Beneficial Ownership


Director Peter C. Wallace acquired shares of Curtiss-Wright Corp. common stock through a deferred compensation plan.

Summary

  • Peter C. Wallace, a Director at Curtiss-Wright Corporation, acquired 221 shares of common stock on June 1, 2026.
  • The acquisition was made through the Corporation's 2024 Omnibus Incentive Plan, which allows non-employee directors to defer compensation.
  • These shares represent an annual restricted stock award earned in 2021, with receipt deferred to June 1, 2025, and are part of a five-equal installment plan.
  • The acquisition price was based on the closing market price of $719.99 on June 1, 2026.
  • Following this transaction, Mr. Wallace beneficially owns 6,209 shares of common stock directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it represents a routine stock acquisition by a director through a pre-established deferred compensation plan, rather than a new strategic development or significant financial event.

Positives

  • Director participation in incentive plans indicates alignment with company performance.
  • Deferred compensation structure suggests long-term commitment from leadership.
  • Acquisition of shares at market price reflects current valuation.

Negatives

  • The filing details a past award (2021) being received in 2026, which may indicate a long vesting or payout period.
  • The specific value of the initial award ($125,000) and the calculation method for shares acquired (based on a 2021 price of $115.24) are complex and relate to a prior period.

Risks

  • The deferred nature of the award means the ultimate value realized by the director is subject to market fluctuations between the award date and the receipt date.
  • The reliance on a 2021 stock price for calculating the number of shares acquired, even though the actual receipt is in 2026, could lead to a discrepancy in perceived value if the stock price has significantly changed.

Future Outlook

The filing indicates that the remaining portion of the restricted stock award will be received in four further equal installments, beginning after June 1, 2025, and continuing over subsequent periods.

Management Comments

  • Shares were acquired through the Corporation's 2024 Omnibus Incentive Plan whereby non-employee directors may elect to defer their compensation, including their annual restricted stock award, and/or receive their annual retainer and meeting fees in the form of stock at a later date.
  • Reflects the annual restricted stock award that was earned in 2021, but receipt was deferred to June 1, 2025.
  • Number of shares acquired is calculated based on the value of the award ($125,000) divided by the closing price of $115.24 for the Issuer's common stock as reported by the New York Stock Exchange on February 16, 2021, the date the Board initially approved the award.
  • The number of shares is rounded up to the nearest whole share and includes dividend credits earned on outstanding award.
  • This amount reflects 20% of the Reporting Person's restricted stock award as the reporting person elected to receive the restricted stock in five equal installments beginning June 1, 2025.
  • Price is based on the closing market price for the Issuer's securities on the New York Stock Exchange as of June 1, 2026. The date recipient elected to receive his shares.

Industry Context

StockSavvy.ai notes that the use of deferred compensation plans and restricted stock awards is a common practice in the aerospace and defense industry to attract and retain executive and director talent, aligning their interests with long-term shareholder value.

Related Party Transactions

  • The acquisition of shares by Director Peter C. Wallace through the Corporation's 2024 Omnibus Incentive Plan, which allows for the deferral of director compensation into stock, represents a related party transaction.

Stakeholder Impact

  • Shareholders: The acquisition by a director, while part of a plan, reinforces alignment of management interests with shareholders.
  • Employees: The incentive plan structure may influence employee morale and retention if similar programs are in place.
  • Management/Directors: The deferred compensation plan provides a mechanism for directors to accumulate equity over time.

Next Steps

  • Receipt of remaining installments of the restricted stock award over subsequent periods.

Key Dates

DateDescription
02/16/2021Date the Board initially approved the annual restricted stock award.
06/01/2025Beginning of the five equal installment period for receiving restricted stock.
06/01/2026Transaction date for the acquisition of 221 shares and the date used for pricing the transaction.
06/02/2026Date the Form 4 was signed.

Keywords

Form 4, SEC Filing, Curtiss-Wright, CW, Director, Stock Acquisition, Deferred Compensation, Omnibus Incentive Plan, Beneficial Ownership

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