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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 3, 2026
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.) |
| 1720
Mt. Athos Road |
|
|
| 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 1.01 Entry into a Material Definitive Agreement
On November 3, 2026, BWX Technologies,
Inc. (the “Company”) entered into a First Amendment to Second Amended and Restated Credit Agreement (the “Amendment”)
with the subsidiary guarantors party thereto (for the limited purposes set forth therein), Wells Fargo Bank, National Association, as
administrative agent, and the other lenders party thereto (the “Lenders”), which amends the Company’s existing Second
Amended and Restated Credit Agreement, dated as of November 10, 2025, with the Lenders (the “Credit Agreement”). The Amendment,
among other things, (i) extends the maturity of the $1.25 billion senior secured revolving credit facility pursuant to the Credit Agreement
by one year to November 10, 2031, (ii) modifies the minimum interest coverage ratio such that it no longer applies if no default or event
of default exists and the Company obtains investment grade corporate or corporate family ratings (stable outlook or better) from at least
two designated rating agencies, and (iii) modifies the pricing grid to be based on the lower of the existing pricing grid that is tied
to the Company’s leverage ratio and a pricing grid tied to the Company’s corporate or corporate family rating, as applicable,
from designated rating agencies. Except as amended by the Amendment, the terms of the Credit Agreement remain in full force and effect.
The foregoing description
of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of
the Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information set forth
under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit
No. | |
Description |
| 10.1 | |
First Amendment to Credit Agreement, dated as of November 3, 2026, among BWX Technologies, Inc. as borrower, the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto. |
| 104 | |
Cover Page Interactive Data File (formatted as inline XBRL and contained in the Inline XBRL document). |
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 3, 2026 |
/s/ Michael T. Fitzgerald |
| |
Name: |
Michael T. Fitzgerald |
| |
Title: |
Senior Vice President and Chief Financial Officer |
