BWX Technologies (NYSE: BWXT) SVP converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

BWX Technologies, Inc. senior vice president and chief digital officer Kurt A. Bender reported equity award activity. On February 26, 2026, he exercised derivative awards, converting 100 restricted stock units into 100 shares of common stock at a stated price of $0.0000 per share.

The filing also shows a disposition of 29 shares of common stock at $208.27 per share to cover tax obligations in connection with the award, leaving 71 common shares directly held after this tax-withholding transaction. The restricted stock units are scheduled to vest in three equal annual installments beginning on 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^*

Bender Kurt A.

(Last) (First) (Middle)

800 MAIN STREET

(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)
	SVP & Chief Digital 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		100	A	$0	100	D
Common Stock	02/26/2026		F		29	D	$208.27	71	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			100	(1)	(1)	Common Stock	100	$0	200	D

Explanation of Responses:

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

Remarks:

	/s/ Kurt A. Bender 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.
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FAQ

What insider transactions did BWXT executive Kurt A. Bender report on this Form 4?

Kurt A. Bender reported exercising derivative awards and related tax withholding. He converted 100 restricted stock units into 100 BWXT common shares at $0.0000 per share and had 29 common shares withheld at $208.27 per share to satisfy tax liabilities tied to the award.

How many BWXT shares did Kurt A. Bender acquire and dispose of in this filing?

The Form 4 shows acquisition through conversion of 100 restricted stock units into 100 BWXT common shares and a disposition of 29 common shares. The disposition was reported as a tax-withholding transaction, leaving 71 shares of common stock directly held after the tax-related share delivery.

What does transaction code M mean in Kurt A. Bender’s BWXT Form 4?

Transaction code M indicates an exercise or conversion of a derivative security. In this case, 100 restricted stock units were converted into 100 shares of BWXT common stock at a stated price of $0.0000 per share, reflecting equity compensation rather than an open-market purchase.

Why were 29 BWXT shares disposed of in Kurt A. Bender’s Form 4?

The 29 BWXT common shares were disposed of under transaction code F, which covers payment of exercise price or tax liabilities using shares. These shares, valued at $208.27 each, were delivered to satisfy tax obligations related to the equity award conversion.

How do Kurt A. Bender’s BWXT restricted stock units vest over time?

The filing notes that Bender’s restricted stock units vest in three equal annual installments. Vesting begins on February 26, 2026, meaning one-third of the units vest each year on that date, subject to the award’s continued-service and other applicable conditions.

What is Kurt A. Bender’s ownership type for the BWXT shares in this Form 4?

All transactions and resulting holdings are reported as directly owned. The filing lists the ownership code as “D” for direct, with no footnotes indicating separate entities or disclaimers of beneficial ownership, so the shares and units are attributed directly to Kurt A. Bender.