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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 8-K
______________________________________________________________________________
CURRENT
REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 4, 2025
BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified
in its charter)
_____________________________________________________________________________
| Delaware |
001-34658 |
80-0558025 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 800 Main Street, 4th Floor |
|
|
| Lynchburg, Virginia |
|
24504 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (980) 365-4300
____________________________________________________________________________
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
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, $0.01 par value |
BWXT |
New York Stock Exchange |
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 4, 2025, BWX Technologies, Inc. (“BWXT” or
the “Company”) announced that Ronald O. Whitford, Jr., Senior Vice President and General Counsel, Chief Compliance Officer
and Corporate Secretary (“GC”), has stepped down from this role and as an executive officer of BWXT effective as of November
4, 2025. Mr. Whitford’s decision is not related to any legal issue or any disagreement with the Company or any matter relating to
its operation, policies or practices. He is expected to remain employed with the Company in a non-executive role as Special Advisor to
the Chief Executive Officer to assist with the transition of the GC role for a period of time (the “Transition Period”). The
Company expects to appoint a successor within the coming week.
Mr. Whitford is expected to receive his base salary during the Transition
Period and he is entitled to receive benefits consistent with a termination without cause under the Company’s Executive Severance
Plan, as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 19, 2025.
SIGNATURES
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 hereunto duly authorized.
| |
|
BWX TECHNOLOGIES, INC. |
| |
|
|
| Dated: |
November 4, 2025 |
/s/ Mike T. Fitzgerald |
| |
|
Name: Mike T. Fitzgerald |
| |
|
Title: Senior Vice President, Chief Financial Officer and Chief Accounting Officer |
