BWX Technologies (NYSE: BWXT) officer reports RSU conversion and tax share disposition

Rhea-AI Filing Summary

BWX Technologies, Inc. VP & Chief Accounting Officer Michael Thomas Fitzgerald reported equity compensation activity involving restricted stock units and common shares. He exercised or converted 234 restricted stock units into 234 shares of common stock at $0.0000 per share on February 26, 2026, increasing his direct common stock holdings to 3,852 shares.

To cover tax obligations, 106 common shares were disposed of through a tax-withholding transaction at $208.2700 per share, leaving him with 3,746 directly held common shares. Following the derivative transaction, he also directly held 468 restricted stock units, which the footnote states will vest in three equal annual installments beginning February 26, 2026.

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^*

Fitzgerald Michael Thomas

(Last) (First) (Middle)

11525 N. COMMUNITY HOUSE ROAD

SUITE 600

(Street)

CHARLOTTE NC 28277

(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)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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		234	A	$0	3,852	D
Common Stock	02/26/2026		F		106	D	$208.27	3,746	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	02/26/2026		M			234	(1)	(1)	Common Stock	234	$0	468	D

Explanation of Responses:

1. RSUs vest in three equal annual installments beginning February 26, 2026.

Remarks:

	/s/ Michael T. Fitzgerald, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did BWXT executive Michael Thomas Fitzgerald report?

Michael Thomas Fitzgerald reported exercising 234 restricted stock units into 234 BWXT common shares and a related tax-withholding disposition of 106 common shares. These transactions reflect equity compensation activity rather than open-market buying or selling of BWX Technologies, Inc. stock.

How many BWXT shares does Michael Thomas Fitzgerald hold after this Form 4?

After the reported transactions, Michael Thomas Fitzgerald directly holds 3,746 shares of BWX Technologies, Inc. common stock. He also directly holds 468 restricted stock units, which represent additional potential shares subject to vesting conditions over time starting in February 2026.

What was the nature of the tax-withholding transaction in BWXT stock?

The tax-withholding transaction used 106 BWX Technologies, Inc. common shares at $208.2700 per share to satisfy tax obligations. This disposition is classified as a payment of tax liability by delivering securities, not an open-market sale initiated for investment purposes.

How do the restricted stock units for BWXT’s executive vest over time?

The filing states that restricted stock units for the BWXT executive vest in three equal annual installments beginning February 26, 2026. This schedule means portions of the 468 RSUs will convert into common shares each year as vesting conditions are met.

Does this BWXT Form 4 indicate insider buying or selling in the market?

The Form 4 reflects an exercise or conversion of 234 restricted stock units into common shares and a 106-share tax-withholding disposition. It does not describe open-market purchases or sales, but rather routine equity compensation and related tax management activity.