MacQuarrie John R. 4

4 · BWX Technologies, Inc. · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

BWXT President John MacQuarrie Exercises Awards; Shares Sold for Taxes

What Happened

John R. MacQuarrie, President, Commercial Operations of BWX Technologies (BWXT), had equity awards convert into 7,969 shares (exercise/conversion code M) on Feb 27–28, 2026. The converted awards carried no cash exercise price ($0.00) because these were restricted/performance stock units. To satisfy tax withholding (code F), 4,261 shares were surrendered/withheld at prices of $207.24 and $205.98, generating approximately $882,736 in tax-withholding value (321 @ $207.24 = $66,524; 3,691 @ $207.24 = $764,923; 249 @ $205.98 = $51,289).
These were not open-market purchases or discretionary sales — they reflect award vesting/conversion and share withholding to satisfy tax obligations.

Key Details

Transaction dates: Feb 27, 2026 and Feb 28, 2026. Relevant filing date: Mar 3, 2026 (Form 4).
Prices: tax withholding occurred at $207.24 and $205.98 per share; exercise/conversion price shown as $0.00 (RSUs/PRSUs converting to common stock).
Shares acquired (converted): 7,969. Shares withheld/disposed for taxes: 4,261. Net newly issued shares to the insider after withholding: 3,708 (7,969 − 4,261). (The filing does not provide total shares owned after the transactions.)
Footnotes: F1 & F3 = RSUs with multi-year vesting schedules and dividends converted into shares at the noted prices; F2 = performance RSUs (PRSUs) awarded 2/27/2023 for 2023–2025 performance, certified 2/18/2026 and vested 2/27/2026. The disposed shares reflect tax withholding (code F).
Transaction codes: M = exercise/conversion of derivative security (here, RSUs/PRSUs); F = payment of exercise price or tax liability (share withholding). This filing appears timely (within the two-business-day Form 4 reporting window).

Context

This was effectively a vesting/conversion event with shares withheld to cover taxes (a common, administrative action), not an open-market sale that would signal a decision to liquidate.
PRSUs vested only after performance goals were certified (footnote F2), so those shares resulted from achievement of performance targets covering 2023–2025.

Form 4

Period: 2026-02-27

Pres., Commercial Operations

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-27+603→ 18,327 total
Tax Payment
Common Stock
2026-02-27$207.24/sh−321$66,524→ 18,006 total
Exercise/Conversion
Common Stock
[F2]
2026-02-27+6,898→ 24,904 total
Tax Payment
Common Stock
2026-02-27$207.24/sh−3,691$764,923→ 21,213 total
Exercise/Conversion
Common Stock
[F3]
2026-02-28+468→ 21,681 total
Tax Payment
Common Stock
2026-02-28$205.98/sh−249$51,289→ 21,432 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-02-27−603→ 0 total
Exercise: $0.00→ Common Stock (603 underlying)
Exercise/Conversion
Restricted Stock Units
[F2]
2026-02-27−6,898→ 0 total
Exercise: $0.00→ Common Stock (6,898 underlying)
Exercise/Conversion
Restricted Stock Units
[F3]
2026-02-28−468→ 463 total
Exercise: $0.00→ Common Stock (468 underlying)

Footnotes (3)

[F1]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.
[F2]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.
[F3]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.

Signature

/s/ John R. MacQuarrie, by Theresa B. Taylor, attorney-in-fact|2026-03-03

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