BWXT insider filing: Dividend Equivalent Rights accrued for director Kenneth Krieg

Rhea-AI Filing Summary

Kenneth J. Krieg, a director of BWX Technologies, Inc. (BWXT), reported a change in beneficial ownership on Form 4 related to dividend equivalent rights tied to deferred restricted stock units. The filing shows a transaction dated 09/05/2025 in which Dividend Equivalent Rights (DERs) were acquired at a reported price of $0. The explanation states these DERs accrued on nine restricted stock unit grants for which the reporting person elected to defer receipt of the underlying shares. Each RSU and DER represents a contingent right to receive one share of BWXT common stock, and the DERs will be delivered proportionately with the related RSUs. The table lists amounts including 32.04 (DERs) and a post-transaction beneficial ownership figure of 1,362.98.

Positive

• Clear disclosure of dividend equivalent rights accrued on deferred RSU grants, meeting Section 16 transparency requirements
• Non-cash transaction reported at a price of $0, indicating no immediate cash outlay or market purchase by the director

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider reporting of deferred equity; confirms director is using RSU deferral rather than immediate share receipt.

The Form 4 discloses a non-cash accrual of dividend equivalent rights tied to nine restricted stock units for a director. This is a governance-level compensation election rather than an open-market purchase or sale. The filing clarifies that each RSU and associated DER convert to one share when delivered and that delivery will follow the original RSU deferral schedule. Because the transaction is recorded at a price of $0 and stems from a deferral election, it does not reflect cash consideration or a change in ownership control. Impact for shareholders is procedural; disclosure maintains Section 16 transparency.

Securities Analyst

TL;DR: Non-derivative disclosure showing accrued dividend equivalents; not a market-moving trade.

The entry dated 09/05/2025 reports acquisition of dividend equivalent rights (DERs) tied to nine RSUs, with table values of 32.04 and a post-transaction beneficial ownership figure of 1,362.98. The transaction code indicates an accrual/award rather than open-market activity and the stated price is $0. From a securities perspective this is routine executive compensation accounting and is unlikely to materially affect BWXT's outstanding share count until actual settlement of RSUs/DERs occurs. The filing satisfies Section 16 disclosure requirements and provides clarity on deferred compensation mechanics.

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^*

Krieg Kenneth J

(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		32.04		(1)	(1)	Common Stock	32.04	$0	1,362.98	D

Explanation of Responses:

1. The dividend equivalent rights accrued on nine 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/ Kenneth J. Krieg, by Theresa B. Taylor, attorney-in-fact	06/09/2025
	** 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 change did Kenneth J. Krieg report on Form 4 for BWXT?

The filing reports acquisition of Dividend Equivalent Rights (DERs) tied to nine restricted stock units, with the transaction dated 09/05/2025.

How many dividend equivalent rights or related amounts are shown in the Form 4?

The table shows an amount of 32.04 (DERs) and a post-transaction beneficial ownership figure of 1,362.98 as reported in the filing.

Did the director pay for these dividend equivalent rights?

The filing lists the price as $0, indicating the DERs were accrued as part of deferred equity compensation, not purchased with cash.

What do the DERs represent in this filing?

The explanation states each DER and each restricted stock unit represent a contingent right to receive one share of BWXT common stock and will be delivered proportionately with the related RSUs.

Does this Form 4 indicate a change in control or open-market trading?

No. The filing reflects a compensation deferral accrual rather than an open-market purchase or sale and does not indicate a change in ownership control.