BWX Technologies (BWXT) exec reports new RSUs, options and share withholding

Rhea-AI Filing Summary

BWX Technologies, Inc. executive John R. MacQuarrie, President of Commercial Operations, reported multiple equity award and related transactions in company stock and derivatives. On February 25, 2026, he received 960 Restricted Stock Units (RSUs) and 2,817 employee stock options, both vesting in three equal annual installments beginning February 25, 2027, with the options expiring on February 25, 2036.

On February 26, 2026, 503 RSUs were converted into 503 shares of common stock, with RSUs referenced as vesting in three equal annual installments beginning February 26, 2026 and including accrued dividends converted into BWXT common stock at $208.27 per share. In a separate tax-withholding disposition the same day, 268 shares of common stock were delivered at $208.27 per share, leaving 17,724 shares of common stock held directly following that transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MacQuarrie John R.

(Last) (First) (Middle)

800 MAIN STREET

4TH FLOOR

(Street)

LYNCHBURG VA 24504

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BWX Technologies, Inc. [ BWXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres., Commercial Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		M		503(3)	A	$0	17,992	D
Common Stock	02/26/2026		F		268	D	$208.27	17,724	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	02/25/2026		A		960		(1)	(1)	Common Stock	960	$0	960	D
Employee Stock Option (right to buy)	$208.27	02/25/2026		A		2,817		(2)	(2)	Common Stock	2,817	$0	2,817	D
Restricted Stock Units	$0	02/26/2026		M			503(3)	(3)	(3)	Common Stock	503	$0	1,000	D

Explanation of Responses:

1. RSUs vest in three equal annual installments beginning February 25, 2027.

2. Stock Options vest in three equal annual installments beginning February 25, 2027. Stock Options expire February 25, 2036.

3. RSUs vest in three equal annual installments beginning February 26, 2026. Includes accrued dividends converted into shares of BWXT common stock at $208.27 per share.

	/s/ John R. MacQuarrie, by Theresa B. Taylor, attorney-in-fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did BWXT grant to John R. MacQuarrie on February 25, 2026?

On February 25, 2026, BWXT granted John R. MacQuarrie 960 Restricted Stock Units and 2,817 employee stock options. Both awards vest in three equal annual installments beginning February 25, 2027, and the stock options expire on February 25, 2036.

How do John R. MacQuarrie’s BWXT stock options vest and when do they expire?

MacQuarrie’s BWXT stock options vest in three equal annual installments starting February 25, 2027. According to the disclosure, these employee stock options, covering 2,817 shares, have an expiration date of February 25, 2036, defining their long-term exercise window.

What RSU conversion to BWXT common stock did John R. MacQuarrie report on February 26, 2026?

On February 26, 2026, 503 Restricted Stock Units held by MacQuarrie were converted into 503 shares of BWXT common stock. Related RSUs vest in three equal annual installments beginning February 26, 2026 and include accrued dividends converted into BWXT shares at $208.27 per share.

Why were 268 BWXT common shares disposed of in MacQuarrie’s Form 4 filing?

The filing shows 268 BWXT common shares were delivered in a tax-withholding disposition. This was reported under transaction code F, described as payment of exercise price or tax liability by delivering securities, at a transaction price of $208.27 per share.

How many BWXT common shares did John R. MacQuarrie hold after the February 26, 2026 transactions?

Following the February 26, 2026 tax-withholding disposition, MacQuarrie directly held 17,724 BWXT common shares. This share count is reported as the total shares of common stock held directly after the transaction coded F in the Form 4 data.

What do the BWXT RSU footnotes disclose about dividend treatment for MacQuarrie’s awards?

One footnote states certain RSUs include accrued dividends converted into BWXT common stock at $208.27 per share. These RSUs vest in three equal annual installments beginning February 26, 2026, indicating dividends are reflected through additional shares rather than separate cash payments.