BWXT insider filing: 300 shares shown after DER accrual for deferred RSUs

Rhea-AI Filing Summary

John M. Richardson, a director of BWX Technologies, Inc. (BWXT), filed a Form 4 disclosing a transaction dated 09/05/2025. The filing reports the acquisition of dividend equivalent rights (DERs) that accrued on four restricted stock unit (RSU) grants for which the reporting person elected to defer receipt of the underlying shares. Each RSU and each DER is described in the filing as a contingent right to receive one share of BWXT common stock. The reported transaction shows a price of $0 and indicates 300 shares beneficially owned following the transaction (ownership listed as direct). The Form 4 is signed on behalf of Mr. Richardson by an attorney-in-fact on 09/08/2025.

Positive

• Timely and complete disclosure of the transaction by the director, meeting Section 16 reporting requirements
• Clear explanation that the dividend equivalent rights relate to four deferred RSU grants and will be delivered proportionately with the RSUs

Negative

• None.

Insights

Securities Compliance Analyst

TL;DR: Routine insider disclosure of accrued dividend equivalent rights tied to deferred RSUs; no cash purchase or sale reported.

The Form 4 is a standard Section 16 disclosure showing that a director elected to defer RSU share receipt and received dividend equivalent rights associated with those RSUs. The transaction is recorded with a $0 price, consistent with non-cash, contingent awards rather than an open-market trade. The filing identifies 300 shares beneficially owned following the transaction and is executed by an attorney-in-fact, which is typical for administrative filings. From a compliance perspective, the report fulfills Section 16 reporting requirements without indicating an unusual transfer, sale, or related-party transaction.

Corporate Governance Expert

TL;DR: Director deferred RSU receipts and recorded DERs; disclosure appears routine and aligned with equity compensation practices.

The explanation clarifies that DERs will be delivered proportionately with the underlying RSUs, indicating these rights are tied to existing equity awards rather than new grant activity. The filing names the reporting person as a director and shows direct ownership post-transaction, which provides transparency on potential insider holdings. There is no indication of acceleration, sale, or other governance actions in this filing.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Richardson John M

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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

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
Dividend Equivalent Rights	(1)	09/05/2025		A		13.41		(1)	(1)	Common Stock	13.41	$0	300	D

Explanation of Responses:

1. The dividend equivalent rights accrued on four restricted stock unit grants of which the reporting person has elected to defer receipt of the shares underlying the RSUs. Each RSU and DER represent a contingent right to receive one share of BWXT common stock. In accordance with the deferral election, the DERs will be delivered to the reporting person proportionately with the RSUs to which they relate.

Remarks:

	/s/ John M. Richardson, by Theresa B. Taylor, attorney-in-fact	09/08/2025
	** 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 did John M. Richardson report on the Form 4 for BWXT?

The Form 4 reports the acquisition of dividend equivalent rights (DERs) that accrued on four deferred RSU grants, dated 09/05/2025, with a price of $0.

How many shares does the Form 4 show as beneficially owned after the transaction?

The filing shows 300 shares beneficially owned following the reported transaction, with ownership listed as direct.

Are the dividend equivalent rights described as convertible to common stock?

Yes. The filing states that each RSU and each DER represent a contingent right to receive one share of BWXT common stock and that DERs will be delivered proportionately with the RSUs.

When was the Form 4 signed and who signed it?

The document is signed on behalf of John M. Richardson by an attorney-in-fact, Theresa B. Taylor, with the signature dated 09/08/2025.

Does the Form 4 report any cash purchase or sale of BWXT shares?

No. The transaction is recorded with a price of $0, indicating these were non-cash dividend equivalent rights tied to RSUs.