Fitzgerald Michael Thomas 4

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.