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ARMSTRONG WORLD INDUSTRIES INC

For the period ended Jun 30, 2025. Filed Jul 29, 2025.

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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.

Jun 30, 2025 · Filed Jul 29, 2025

AWI$177.01-1.2%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Issuer Purchases of Equity Securities

PeriodTotal Number of Shares Purchased (1)Average PricePaid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Approximate Value of Shares that may yet be Purchased under the Plans or Programs
April 1-30, 2025145,561$131.1691,287$627,543,645
May 1-31, 2025112,349$153.57112,349$610,290,225
June 1-30, 20253,236$154.763,193$609,796,120
Total261,146206,829

(1)

Includes shares reacquired through the withholding of shares to pay employee tax obligations upon the exercise of options or vesting of restricted shares previously granted under our long-term incentive plans.

On July 29, 2016, our Board of Directors approved our share repurchase program authorizing us to repurchase up to $150.0 million of our outstanding shares of common stock (the “Program”). Since inception of the Program, we have been authorized to repurchase up to an aggregate of $1,700.0 million of our outstanding shares of common stock through December 31, 2026.

Repurchases of our common stock under the Program may be made through open market, block and privately negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.

During the three months ended June 30, 2025, we repurchased 0.2 million shares under the Program for a total cost of $30.0 million, excluding commissions and taxes, or an average price of $145.04 per share. During the six months ended June 30, 2025, we repurchased 0.4 million shares under the Program for a total cost of $52.0 million, excluding commissions and taxes, or an average price of $145.78 per share. Since inception and through June 30, 2025, we have repurchased 15.0 million shares under the Program for a total cost of $1,090.2 million, excluding commissions and taxes, or an average price of $72.67 per share.

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