BWX Technologies (BWXT) CEO logs RSU conversion and tax share withholding

Rhea-AI Filing Summary

BWX Technologies, Inc. President and CEO Rex D. Geveden reported equity award activity involving restricted stock units and common shares. On February 26, 2026, 3,718 restricted stock units were exercised or converted, increasing his directly held restricted stock units to 6,596.

The same day, these 3,718 units converted into 3,718 shares of common stock at a stated price of $0.0000 per share, raising his directly held common stock to 181,312 shares before any withholding. A further transaction disposed of 1,814 common shares at $208.2700 per share as a tax-withholding disposition, leaving him with 179,498 directly held common shares.

A footnote explains that 280 shares of common stock were withheld to pay taxes associated with retirement-eligibility for an award that partially vested on February 26, 2026, and that restricted stock units vest in three equal annual installments beginning that date.

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

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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^*

Geveden Rex D

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		3,718	A	$0	181,312	D
Common Stock	02/26/2026		F(1)		1,814	D	$208.27	179,498	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			3,718	(2)	(2)	Common Stock	3,718	$0	6,596	D

Explanation of Responses:

1. The reported transaction involved withholding of 280 shares of common stock converted to pay taxes associated with the retirement eligibility of the reporting person for the award partially vesting on February 26, 2026.

2. Restricted stock units vest in three equal annual installments beginning February 26, 2026.

Remarks:

	/s/ Rex D. Geveden, 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 CEO Rex Geveden report on February 26, 2026?

Rex Geveden reported equity award activity on February 26, 2026. He converted 3,718 restricted stock units into common shares, then a separate tax-withholding disposition of 1,814 common shares occurred, leaving him with 179,498 directly held common shares and 6,596 restricted stock units.

How many BWXT common shares does Rex Geveden hold after this Form 4 filing?

After these transactions, Rex Geveden directly holds 179,498 BWX Technologies common shares. The filing also shows 6,596 restricted stock units remaining in his account, which are scheduled to vest in three equal annual installments beginning February 26, 2026, subject to the plan terms.

What was the size of Rex Geveden’s restricted stock unit conversion at BWX Technologies (BWXT)?

Rex Geveden converted 3,718 restricted stock units into BWX Technologies common stock. The derivative transaction was reported at a stated price of $0.0000 per unit, reflecting an equity award conversion rather than an open-market purchase, increasing his directly held common shares before tax withholding.

Did the BWXT Form 4 show any tax-withholding share dispositions for Rex Geveden?

Yes. The Form 4 lists a tax-withholding disposition of 1,814 BWX Technologies common shares at $208.2700 per share. A footnote also notes 280 shares withheld to cover taxes tied to retirement-eligibility vesting on February 26, 2026, under the company’s award arrangements.

How do Rex Geveden’s restricted stock units at BWX Technologies vest after this filing?

According to the filing, Rex Geveden’s restricted stock units vest in three equal annual installments. The vesting schedule begins on February 26, 2026, and continues annually thereafter, subject to the conditions of the equity award plan and any applicable employment arrangements.