Bwx Technologies Inc SEC Filings

BWX Technologies (BWXT) filed a Form 144 notice for a potential sale of 10,000 common shares through Charles Schwab & Co., Inc. with an aggregate market value of $1,979,005. The filing lists the NYSE as the exchange and an approximate sale date of 11/12/2025.

The shares were acquired via equity compensation, including 5,534 from a restricted stock lapse on 02/18/2024, 1,954 from RSU/PSU on 02/25/2024, and 2,512 from a restricted stock lapse on 02/27/2024. Shares outstanding were 91,426,744 at the time stated.

BWX Technologies issued $1.25 billion aggregate principal amount of 0% Convertible Senior Notes due 2030, guaranteed by certain subsidiaries and sold to institutional buyers under Rule 144A. The notes initially convert at 3.8094 shares per $1,000 (conversion price about $262.51) and may be redeemed by the company on or after November 6, 2028 if price and tradability conditions are met, including the stock trading above 130% of the conversion price. Make‑whole and fundamental change provisions apply, with a maximum make‑whole conversion rate of 5.0474 shares per $1,000.

To mitigate potential dilution, BWXT entered into capped call transactions covering the shares underlying the notes with an initial cap price of $396.24 per share (100% above the $198.12 last sale on November 5, 2025). The company also put in place a $1.25 billion senior secured revolving credit facility maturing in 2030; as of November 10, 2025, there were no borrowings outstanding and $1.25 billion remained available, excluding $1.4 million in undrawn letters of credit.

BWX Technologies announced plans to commence, subject to market conditions and other factors, a private offering of $1.0 billion aggregate principal amount of convertible senior notes due 2030 to qualified institutional buyers under Rule 144A. The notes will be guaranteed by the Company’s present and future direct and indirect wholly owned domestic subsidiaries that guarantee its existing and future capital markets indebtedness.

Concurrently with the closing of the notes offering, BWXT expects to enter into a Second Amended and Restated Credit Agreement providing a five-year $1.25 billion senior secured revolving credit facility, with Wells Fargo Bank, National Association as administrative agent. The facility will be secured by first-priority liens on certain assets of the Company and guarantors, excluding subsidiaries comprising a portion of the Government Operations segment. Entry into the new credit facility is subject to prevailing market conditions, and the notes offering is not conditioned on the facility closing.

BWX Technologies announced that Ronald O. Whitford, Jr., Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, stepped down from these roles and as an executive officer effective November 4, 2025. The company stated his decision is not related to any legal issue or any disagreement with BWXT’s operations, policies or practices.

Whitford will remain employed as Special Advisor to the CEO during a transition period, and BWXT expects to appoint a successor within the coming week. During the transition, he is expected to receive his base salary and is entitled to benefits consistent with a termination without cause under BWXT’s Executive Severance Plan, as described in the company’s March 19, 2025 proxy statement. The announcement outlines continuity measures while the company completes the leadership handoff.

BWX Technologies reported stronger Q3 results, with revenue of $866.3 million up from $672.0 million and diluted EPS of $0.89 versus $0.76 a year ago. Operating income rose to $113.3 million, supported by higher activity in both Government and Commercial Operations.

Year to date, revenue reached $2.31 billion and diluted EPS was $2.57. Operating cash flow for the nine months was a solid $352.9 million, offset by investing cash outflows of $673.9 million primarily for acquisitions. The company closed the Aerojet Ordnance Tennessee purchase for about $101.1 million and acquired Kinectrics for $441.4 million (U.S. dollar equivalent), expanding lifecycle services and isotope capabilities.

Total assets increased to $3.78 billion, with long‑term debt at $1.50 billion and total equity at $1.24 billion. Remaining performance obligations were $7,389.1 million, with about 35% expected to be recognized by the end of 2026. The quarter included favorable cumulative adjustments, and Commercial Operations growth reflects added Canadian non‑government revenue.

BWX Technologies furnished a Form 8‑K under Item 2.02 announcing its financial results for the third quarter ended September 30, 2025, and made available an earnings press release as Exhibit 99.1.

The company states the Item 2.02 information, including Exhibit 99.1, is furnished and not filed under the Exchange Act, is not subject to Section 18 liabilities, and is incorporated by reference only if specifically referenced in future filings.

BWX Technologies (BWXT) insider filing: On 10/24/2025, the company’s VP & Chief Accounting Officer reported the vesting and settlement of 1,795 RSUs into common stock at an exercise price of $0 (coded “M”). To cover taxes, 719 shares were withheld (coded “F”) at $199.92 per share. Following these transactions, the reporting person directly owned 3,618 common shares.

The RSUs vest in three equal annual installments beginning October 24, 2023, and the derivative balance for this RSU grant is now shown as 0.

Nicole W. Piasecki, a director of BWX Technologies, Inc. (BWXT), reported a Form 4 filing related to dividend equivalent rights on restricted stock units. The Form 4 shows a transaction dated 09/05/2025 in which dividend equivalent rights (DERs) were recorded as acquired (code A) representing 5.74 underlying shares of common stock at a $0 price. The filing states these DERs accrued on three restricted stock unit grants for which the reporting person elected to defer receipt; each RSU and DER is a contingent right to receive one share and the DERs will be delivered proportionately with the related RSUs. The report indicates 36.53 shares of common stock beneficially owned following the transaction. The Form 4 is signed by an attorney-in-fact on behalf of Ms. Piasecki on 09/08/2025.

Jan A. Bertsch, a director of BWX Technologies, Inc. (BWXT), reported a transaction dated 09/05/2025 in which 36 dividend equivalent rights (DERs) tied to deferred restricted stock units (RSUs) were acquired. Each DER and RSU represents a contingent right to one share of BWXT common stock and the DERs have a reported price of $0. Following the reported transaction the filing shows 2,142.67 shares beneficially owned. The DERs relate to eight RSU grants for which the reporting person elected deferral; the DERs will be delivered proportionately with the underlying RSUs. The Form 4 is signed on behalf of Mr. Bertsch by an attorney-in-fact on 09/08/2025.