[8-K] BWX Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

E2open Parent Holdings, Inc. ("ETWO") filed Post-Effective Amendment No. 1 to five Form S-8 registration statements. The amendments collectively cover 45,222, (5.77 m + 12.30 m + 7.30 m + 4.85 m + 15.00 m) previously registered shares reserved under the 2021 Omnibus Incentive Plan.

• Deregistration: All unsold or unissued Class A common shares and related plan interests are withdrawn from registration and the effectiveness of the S-8 statements is terminated.
• Reason: On 3 Aug 2025 ETWO completed a merger with WiseTech Global Ltd.; ETWO now survives as a wholly owned subsidiary. As the public offering has ended, the company is required to remove any remaining registered securities.
• Procedural nature: No operating, financial or earnings data are provided. The filing solely satisfies Securities Act undertakings following the corporate transaction.

This amendment has neutral economic impact; it simply eliminates future issuances under the prior equity incentive plan now that ETWO is privately held within WiseTech.

Positive

• Corporate housekeeping completed – Deregistration removes redundant filings and ongoing compliance expenses.

Negative

• Equity incentive plan discontinued – No additional shares will be issued under the 2021 Omnibus Incentive Plan following deregistration.

Insights

Securities Analyst

TL;DR: Filing is a routine deregistration after ETWO’s merger; no direct valuation impact for remaining security holders.

By terminating five S-8 registrations, ETWO affirms that all public equity incentive issuances have ceased following its acquisition by WiseTech Global. The action satisfies Rule 478 and prevents unnecessary SEC compliance costs. Since ETWO is now wholly owned, public investors have already been cashed-out or converted under merger terms; therefore, the amendment does not alter cash flows, capitalization, or outlook. Impact is procedural and neutral.

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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): August 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 2.02 Results of Operations and Financial Condition.

On August 4, 2025, we issued a press release announcing our financial results for the second quarter ended June 30, 2025.  A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

99.1						Earnings Release dated August 4, 2025.
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/ Mike T. Fitzgerald
									Mike T. Fitzgerald
									Senior Vice President, Chief Financial Officer & Chief Accounting Officer

August 4, 2025

FAQ

Why did ETWO file Post-Effective Amendments to its Form S-8 registrations?

The company merged with WiseTech Global on 3 Aug 2025 and is now a wholly owned subsidiary, so it must remove unsold shares from registration.

How many ETWO shares were deregistered?

A total of 45.2 million Class A common shares reserved under the 2021 Omnibus Incentive Plan were withdrawn.

Does the filing contain new financial results for ETWO?

No. It is purely procedural and includes no revenue, earnings, or balance-sheet data.

What happens to ETWO's 2021 Omnibus Incentive Plan after this filing?

The plan remains but no further share issuances can occur under these now-terminated SEC registrations.

Is this amendment expected to affect WiseTech Global’s financials?

The impact is immaterial; it only cleans up legacy ETWO filings and does not change WiseTech’s consolidated figures.