BWX Technologies (BWXT) officer converts RSUs and withholds stock for tax

Rhea-AI Filing Summary

BWX Technologies, Inc. vice president and chief accounting officer Michael Thomas Fitzgerald reported equity award activity involving restricted stock units and common shares. On February 27 and 28, 2026, he exercised restricted stock units into common stock at a stated price of $0.00 per share, reflecting conversions of previously granted awards rather than open‑market purchases.

Across the two days, he acquired common shares through these conversions and then disposed of 86 shares at $205.98 per share and 1,225 shares at $207.24 per share to satisfy tax obligations related to the vesting and exercises. Following these transactions, he directly owned 5,676 shares of BWX Technologies common stock.

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)
02/27/2026

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	02/27/2026		M		3,026	A	$0	6,772	D
Common Stock	02/27/2026		F		1,225	D	$207.24	5,547	D
Common Stock	02/28/2026		M		215	A	$0	5,762	D
Common Stock	02/28/2026		F		86	D	$205.98	5,676	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	02/27/2026		M			243	(1)	(1)	Common Stock	243	$0	0	D
Restricted Stock Units	$0	02/27/2026		M			2,783	(2)	(2)	Common Stock	2,783	$0	0	D
Restricted Stock Units	$0	02/28/2026		M			215	(3)	(3)	Common Stock	215	$0	215	D

Explanation of Responses:

1. RSUs vest in three equal annual installments beginning February 27, 2024.

2. Represents performance restricted stock units ("PRSU") awarded on February 27, 2026 for the performance period January 1, 2023 through December 31, 2025 for which performance goals have been achieved and certified on February 18, 2026. Each PRSU represents the right to one share of the issuer's common stock. The PRSUs vested on February 27, 2026.

3. RSUs vest in three equal annual installments beginning February 28, 2025.

Remarks:

	/s/ Michael T. Fitzgerald, by Theresa B. Taylor, attorney-in-fact	03/03/2026
	** 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 restricted stock units into BWX Technologies common stock and disposing of shares to cover taxes. These were equity award conversions and tax-withholding transactions, not open-market buys or sells, and left him with direct ownership of 5,676 common shares.

How many BWXT shares did Michael Thomas Fitzgerald dispose of for taxes?

He disposed of 86 BWX Technologies common shares at $205.98 and 1,225 shares at $207.24 to satisfy tax obligations. These Form 4 transactions reflect shares withheld or delivered for taxes, rather than discretionary open-market sales by the executive.

What type of BWXT securities were involved in Fitzgerald’s Form 4 filing?

The filing shows activity in restricted stock units and BWX Technologies common stock. Restricted stock units were exercised or converted into common shares at a stated price of $0.00, reflecting vested equity awards that settled in stock, followed by related tax-withholding share dispositions.

What is Michael Thomas Fitzgerald’s BWXT shareholding after these transactions?

After the reported equity award conversions and tax-withholding dispositions, Michael Thomas Fitzgerald directly owned 5,676 shares of BWX Technologies common stock. This figure reflects his direct ownership balance immediately following the final reported transaction on February 28, 2026, in the Form 4.

Were Michael Thomas Fitzgerald’s BWXT transactions open-market purchases or sales?

The Form 4 transactions were not open-market trades. They involved exercises or conversions of restricted stock units into BWX Technologies common stock at $0.00 per share and share dispositions specifically designated for payment of tax liabilities associated with those equity awards.