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CURTISS WRIGHT CORP

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

CW$463.47+6.8%Stored close · as of Nov 6, 2026

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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 nine months ended September 30, 2025. Information regarding security holder recommendations and nominations for directors is more fully described in the section entitled “Stockholder Nominations for Directors” of our 2025 Proxy Statement on Schedule 14A, which is incorporated by reference to our 2024 Annual Report on Form 10-K.

Insider Adoption or Termination of Trading Arrangements

During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted, modified, orterminated 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:

NameTitleActionCharacter of Trading Arrangement(1)Adoption DateEarliest Sale DateExpiration Date(2)Aggregate # of securities to be purchased or sold(3)
Lynn M. BamfordChair and Chief Executive OfficerAdoptionRule 10b5-1 Trading ArrangementAugust 12, 2025November 10, 2025February 11, 2026Up to 7,500 shares to be sold
K. Christopher FarkasVice President and Chief Financial OfficerAdoptionRule 10b5-1 Trading ArrangementAugust 11, 2025November 10, 2025February 11, 2026Up to 5,047 shares to be sold
Gary A. OgilbyVice President and Corporate ControllerAdoptionRule 10b5-1 Trading ArrangementSeptember 11, 2025December 11, 2025March 20, 2026(4)
John C. WattsVice President of Strategy and Corporate DevelopmentAdoptionRule 10b5-1 Trading ArrangementAugust 26, 2025November 25, 2025November 25, 2026Up to 688 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. The aggregate number of shares of common stock to be sold pursuant to Mr. Ogilby's Rule 10b5-1 Trading Arrangement include: (a) 100% of the net after-tax shares received upon the vesting of 400 time-based restricted stock units on March 16, 2026; and (b) 100% of the net after-tax shares of common stock received upon the vesting of 530 performance-based restricted stock units (PSUs), which were granted March 16, 2023 and will be earned as common stock in early 2026. The number of shares 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 2023 – 2025 performance period. PSUs may be earned up to 200% of grant. For more information, see the “Compensation Discussion and Analysis” section in our most recent proxy statement, which was filed with the SEC on March 27, 2025.

Each of 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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