Equity awards vest for BWX Technologies (NYSE: BWXT) executive Miller

Rhea-AI Filing Summary

BWX Technologies, Inc. President, Government Operations, Joseph Kirwan Miller reported multiple equity award transactions. On February 27–28, 2026, restricted stock units and performance RSUs vested and were exercised into common stock at $0.00 per share. On both dates, portions of the resulting common shares were automatically withheld and disposed of at prices around $206–207 per share to satisfy tax liabilities, leaving him with 5,111 shares of common stock held directly after the latest transaction.

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^*

Miller Joseph Kirwan

(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)
	Pres., Government Operations

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		2,017	A	$0	5,965	D
Common Stock	02/27/2026		F		927	D	$207.24	5,038	D
Common Stock	02/28/2026		M		132	A	$0	5,170	D
Common Stock	02/28/2026		F		59	D	$205.98	5,111	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			162	(1)	(1)	Common Stock	162	$0	0	D
Restricted Stock Units	$0	02/27/2026		M			1,855	(2)	(2)	Common Stock	1,855	$0	0	D
Restricted Stock Units	$0	02/28/2026		M			132	(3)	(3)	Common Stock	132	$0	132	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/ Joseph K. Miller 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 Joseph Kirwan Miller report on this Form 4?

Joseph Kirwan Miller reported vesting and exercise of restricted stock units and performance RSUs into BWX Technologies common stock, along with share dispositions used to cover tax obligations. These are equity award-related transactions rather than open-market stock purchases or sales.

How many BWXT common shares does Joseph Kirwan Miller hold after these Form 4 transactions?

After the reported transactions on February 27–28, 2026, Joseph Kirwan Miller directly holds 5,111 shares of BWX Technologies common stock. This figure reflects both the RSU and PRSU conversions and the automatic share withholding for tax payments disclosed in the filing.

Were the BWXT Form 4 transactions open-market buys or sells by the executive?

The reported BWX Technologies transactions were not open-market buys or sells. They involved derivative exercises/conversions of RSUs and PRSUs and tax-withholding dispositions, where shares were withheld and delivered to satisfy tax liabilities linked to the vesting events.

What do the performance RSUs (PRSUs) in the BWXT filing represent?

The performance RSUs represent stock-based awards tied to achieving performance goals for January 1, 2023 through December 31, 2025. The filing notes those goals were certified on February 18, 2026, and the PRSUs vested on February 27, 2026, each converting into one BWXT common share.

At what prices were BWXT shares disposed of to cover Joseph Kirwan Miller’s tax obligations?

Shares were disposed of to cover taxes at approximately $205.98 and $207.24 per BWX Technologies share. These dispositions are coded as tax-withholding transactions, reflecting shares delivered to satisfy tax liabilities triggered by RSU and PRSU vesting.

How do the RSU vesting schedules work in this BWXT Form 4?

Certain restricted stock units vest in three equal annual installments beginning February 27, 2024, while another RSU grant vests in three equal annual installments beginning February 28, 2025. As tranches vest, each unit converts into one share of BWX Technologies common stock.