Fitzgerald Michael Thomas 4

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

AI-generated summary of this filing

Updated Mar 3, 2026

BWXT VP Michael Fitzgerald Exercises Awards; Shares Withheld for Taxes

What Happened

Michael Fitzgerald, Vice President and Chief Accounting Officer of BWX Technologies (BWXT), had performance/restricted stock units vest in late February 2026. A total of 3,241 shares were issued on conversion/exercise (reported as Code M).
To satisfy tax withholding obligations (Code F), 1,225 shares were withheld on Feb 27 (at $207.24/share = $253,869) and 86 shares were withheld on Feb 28 (at $205.98/share = $17,714), totaling $271,583. After withholding, approximately 1,930 net shares were delivered to him.

Key Details

Transaction dates: Feb 27–28, 2026. Filing date: Mar 3, 2026 (file appears timely).
Vesting/conversion lines (Code M): 3,026 shares on 2/27 and 215 shares on 2/28 (total 3,241). Some M lines report derivative conversion entries at $0.
Tax withholding (Code F): 1,225 shares @ $207.24 (disposed) = $253,869; 86 shares @ $205.98 (disposed) = $17,714. Total withheld value = $271,583.
Shares owned after transaction: not stated in the filing.
Footnotes: F2 confirms these were performance RSUs (PRSU) awarded 2/27/2026 for 2023–2025 performance and vested 2/27/2026. F1 and F3 describe regular RSU vesting schedules.

Context

This was vesting of awards (RSUs/PRSUs) with shares withheld to cover taxes — a common, routine administrative action — not an open-market sale or discretionary purchase. The withholding reduces the new shares delivered to the insider; it does not necessarily signal a view on the company’s stock.
Code explanations: M = conversion/exercise of derivative (vesting of RSU/PRSU); F = shares withheld/sold to satisfy tax liability.

Form 4

Period: 2026-02-27

VP & Chief Accounting Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-27+3,026→ 6,772 total
Tax Payment
Common Stock
2026-02-27$207.24/sh−1,225$253,869→ 5,547 total
Exercise/Conversion
Common Stock
2026-02-28+215→ 5,762 total
Tax Payment
Common Stock
2026-02-28$205.98/sh−86$17,714→ 5,676 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-02-27−243→ 0 total
Exercise: $0.00→ Common Stock (243 underlying)
Exercise/Conversion
Restricted Stock Units
[F2]
2026-02-27−2,783→ 0 total
Exercise: $0.00→ Common Stock (2,783 underlying)
Exercise/Conversion
Restricted Stock Units
[F3]
2026-02-28−215→ 215 total
Exercise: $0.00→ Common Stock (215 underlying)

Footnotes (3)

[F1]RSUs vest in three equal annual installments beginning February 27, 2024.
[F2]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.
[F3]RSUs vest in three equal annual installments beginning February 28, 2025.

Signature

/s/ Michael T. Fitzgerald, by Theresa B. Taylor, attorney-in-fact|2026-03-03

1 file