BWX Technologies (NYSE: BWXT) exec converts RSUs and PRSUs, withholds shares for taxes

Rhea-AI Filing Summary

BWX Technologies, Inc. officer John R. MacQuarrie, President of Commercial Operations, reported equity award activity over February 27–28, 2026. He acquired shares of common stock through the exercise or conversion of restricted stock units and performance restricted stock units, including 7,969 shares converted from RSUs and PRSUs. To cover tax liabilities associated with these vestings, 4,261 shares of common stock were disposed of by delivering shares back to the issuer at prices of $207.24 and $205.98 per share, as reflected in code F tax-withholding transactions. Following these transactions, he continued to hold directly over 21,000 shares of BWXT 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^*

MacQuarrie John R.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres., Commercial 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		603(1)	A	$0	18,327	D
Common Stock	02/27/2026		F		321	D	$207.24	18,006	D
Common Stock	02/27/2026		M		6,898(2)	A	$0	24,904	D
Common Stock	02/27/2026		F		3,691	D	$207.24	21,213	D
Common Stock	02/28/2026		M		468(3)	A	$0	21,681	D
Common Stock	02/28/2026		F		249	D	$205.98	21,432	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			603(1)	(1)	(1)	Common Stock	603	$0	0	D
Restricted Stock Units	$0	02/27/2026		M			6,898(2)	(2)	(2)	Common Stock	6,898	$0	0	D
Restricted Stock Units	$0	02/28/2026		M			468(3)	(3)	(3)	Common Stock	468	$0	463	D

Explanation of Responses:

1. RSUs vest in three equal annual installments beginning February 27, 2024. Includes accrued dividends converted into shares of BWXT common stock at $207.24 per share.

2. Represents performance restricted stock units ("PRSU") awarded on February 27, 2023 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. Includes accrued dividends converted into shares of BWXT common stock at $207.24 per share.

3. RSUs vest in three equal annual installments beginning February 28, 2025. Includes accrued dividends converted into shares of BWXT common stock at $205.98 per share.

	/s/ John R. MacQuarrie, 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.
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FAQ

What did BWXT officer John R. MacQuarrie report in this Form 4 for BWXT?

John R. MacQuarrie reported equity award activity, not open-market trading. He exercised restricted stock units and performance restricted stock units into BWXT common shares, and some of those shares were simultaneously withheld to satisfy tax obligations tied to the vesting events.

How many BWXT shares did John R. MacQuarrie acquire through equity awards?

MacQuarrie acquired BWXT common shares via conversions of restricted stock units and performance restricted stock units. The transactions include 7,969 shares delivered from vested RSUs and PRSUs, reflecting compensation-related equity rather than discretionary open-market purchases of the company’s stock.

Why were some BWXT shares disposed of in MacQuarrie’s Form 4 filing?

Shares coded F were disposed of to pay taxes on equity vesting. A total of 4,261 BWXT common shares were delivered to cover tax liabilities, at prices of $207.24 and $205.98 per share, instead of MacQuarrie making separate cash payments to the tax authorities.

What do the code M and code F transactions mean in this BWXT Form 4?

Code M shows exercise or conversion of derivative securities, such as RSUs and PRSUs, into BWXT common stock. Code F indicates shares withheld or delivered to satisfy exercise price or tax obligations, representing tax-withholding dispositions rather than ordinary open-market sales of stock.

What are PRSUs mentioned in John R. MacQuarrie’s BWXT filing?

PRSUs are performance restricted stock units tied to performance goals. The filing notes PRSUs awarded February 27, 2023 for a 2023–2025 performance period, whose goals were certified February 18, 2026, then vested February 27, 2026 into BWXT common stock, including accrued dividends converted into additional shares.

How were dividends treated on MacQuarrie’s BWXT RSUs and PRSUs?

Accrued dividends on RSUs and PRSUs were converted into BWXT common shares. The footnotes state dividends were converted at share prices of $207.24 and $205.98 per share, increasing the number of shares delivered upon vesting beyond the original granted unit counts.