BWX Technologies (BWXT) executive converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

BWX Technologies, Inc. executive Joseph Kirwan Miller, President of Government Operations, reported equity compensation activity involving restricted stock units and common shares. On February 26, 2026, he acquired 156 restricted stock units at no cost, bringing his restricted stock unit holdings to 312 units.

These restricted stock units vest in three equal annual installments beginning on February 26, 2026. On the same date, 156 common shares were issued upon the exercise or conversion of derivative securities at no cost, increasing his direct common stock holdings before tax withholding to 4,026 shares.

Also on February 26, 2026, 78 common shares were disposed of at a price of $208.27 per share to cover tax obligations associated with the equity award, leaving him with 3,948 directly held common shares after the tax-withholding 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

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^*

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)
02/26/2026

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		156	A	$0	4,026	D
Common Stock	02/26/2026		F		78	D	$208.27	3,948	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			156	(1)	(1)	Common Stock	156	$0	312	D

Explanation of Responses:

1. RSUs vest in three equal annual installments beginning February 26, 2026.

Remarks:

	/s/ Joseph K. Miller 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.
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?

Joseph Kirwan Miller reported equity compensation-related transactions on February 26, 2026. He acquired 156 restricted stock units and 156 common shares at no cost, then disposed of 78 common shares to satisfy tax withholding obligations tied to the award.

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

After these transactions, Joseph Kirwan Miller directly holds 3,948 BWX Technologies common shares. This figure reflects the issuance of 156 shares from derivative conversion and the tax-withholding disposition of 78 shares on February 26, 2026.

What restricted stock unit awards did BWXT report for Joseph Kirwan Miller?

Joseph Kirwan Miller received 156 restricted stock units, bringing his total to 312 units. According to the disclosure, these restricted stock units vest in three equal annual installments beginning February 26, 2026, aligning with typical multi-year executive compensation structures.

Was the BWXT insider share disposition an open-market sale?

The 78-share disposition was reported with code F, indicating shares were withheld to pay taxes. This represents a tax-withholding transaction, not a discretionary open-market sale, and is commonly associated with the settlement of equity-based compensation awards.

What do the transaction codes M and F mean in the BWXT Form 4?

Code M indicates an exercise or conversion of a derivative security, here converting restricted stock units into common shares. Code F indicates shares were disposed of to cover tax liabilities or exercise price, reflecting tax withholding rather than a standard market sale.