false
0001486957
0001486957
2026-02-18
2026-02-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 18, 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.) |
| 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 February 18, 2026, the Board of Directors (the
"Board") of BWX Technologies, Inc. (the "Company") increased the size of the Board from nine to ten directors and
appointed Daniel L. Jablonsky to the Board effective as of March 2, 2026 and with an initial term expiring at the Company's annual meeting
of shareholders in 2026. Mr. Jablonsky will participate in the current director compensation arrangements applicable to the Company's
non-employee directors which are set forth under “Compensation of Directors” in the Company's definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 19, 2025 (the "2025 Proxy Statement")
and which the Board amended to increase the annual equity award to $165,000 for all non-employee directors in May 2025. The Board appointed
Mr. Jablonsky to the Audit and Finance Committee and determined that Mr. Jablonsky satisfies the SEC's definition of an "audit committee
financial expert." In addition, Mr. Jablonsky entered into the Company's standard form of director and officer indemnification agreement,
which is described under "Certain Relationships and Related Transactions" in our 2025 Proxy Statement.
The Board of Directors made an affirmative determination
that Mr. Jablonsky is an independent director under the New York Stock Exchange Listing Standards. Mr. Jablonsky does not have an interest
in any transactions requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between
him and any other person pursuant to which he was appointed as a director.
A copy of the press release announcing Mr. Jablonsky’s
appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated February 20, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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. |
| |
|
|
| |
By: |
/s/ Toby W. Smith |
| |
|
Toby W. Smith |
| |
|
Senior Vice President, General Counsel and Secretary |
February 20, 2026
Exhibit 99.1
BWXT Appoints Dan Jablonsky
to Board of Directors
(MELBOURNE, Fla. – Feb. 20, 2026) BWX Technologies, Inc. (NYSE: BWXT) announced today that Dan Jablonsky has been appointed
to its board of directors effective March 2, 2026. He will also serve on the board’s audit and finance committee.
Jablonsky most recently served as chief executive officer and chairman
of Ursa Major, a leading provider of advanced propulsion systems for space and defense applications. He has held senior leadership
roles in the aerospace and defense industry for more than a decade. Prior to Ursa Major, Jablonsky served as president and chief executive
officer of Maxar Technologies, where he led the NYSE-listed company through a comprehensive turnaround and growth strategy, culminating
in a $6.4 billion take-private acquisition by Advent International. Prior to that, he was general counsel and then president of DigitalGlobe.
Jablonsky began his career as a surface warfare officer and nuclear engineer in the U.S. Navy before transitioning to law practice.
“We are excited to welcome Dan to BWXT’s board,”
said Jan Bertsch, chair of BWXT’s board of directors. “His deep expertise in space technologies, combined with his perspective
as an active CEO leading a high-growth aerospace company, will provide valuable insight as BWXT accelerates its growth in the space and
defense sectors.”
Jablonsky holds a bachelor’s degree in mechanical engineering
from the United States Naval Academy, graduated from the Navy Nuclear Power School and earned a Juris Doctor from the University of Washington
School of Law.
About BWXT
At BWX Technologies, Inc. (NYSE: BWXT), we are People Strong, Innovation
Driven. A U.S.-based company with approximately 10,000 employees, BWXT is a Fortune 1000 and Defense News Top 100 manufacturing and engineering
innovator that provides safe and effective nuclear solutions for global security, clean energy, nuclear medicine, space exploration and
environmental restoration. BWXT owns and operates 17 manufacturing facilities globally, and its 14 strategic partnerships support the
U.S. and Canadian governments at more than two dozen additional locations.
For more information, visit www.bwxt.com. Follow us on LinkedIn,
X, Facebook and Instagram.
###
Media Contact
John Dobken
Senior Manager, Media & Public Relations
202.428.6913
jcdobken@bwxt.com
Investor Contact
Chase Jacobson
Vice President, Investor Relations
980.365.4300
investors@bwxt.com