BWX Technologies, Inc.
For the period ended Dec 31, 2025. Filed Feb 23, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 23, 2026
BWXT$126.64-1.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Report or incorporated by reference:
- CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements for the Years Ended December 31, 2025, 2024 and 2023
- CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
All schedules for which provision is made of the applicable regulations of the SEC have been omitted because they are not required under the relevant instructions or because the required information is included in the financial statements or the related footnotes contained in this Report.
- EXHIBITS
| ExhibitNumber | Description |
| 3.1 | Restated Certificate of Incorporation of the Company, dated May 14, 2019 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on May 17, 2019 (File No. 1-34658)). |
| 3.2 | Certificate of Amendment to Restated Certificate of Incorporation of BWX Technologies, Inc. dated May 5, 2025 (incorporated by reference to Exhibit 3.1 to the Company's correct report on Form 8-K filed with the SEC on May 3, 2025 (File No. 1-34658)). |
| 3.3 | Amended and Restated Bylaws, effective August 2, 2023 (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 1-34658)). |
| 4.1 | Description of the Company's Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed with the SEC on February 24, 2020 (File No. 1-34658)). |
| 4.2 | Indenture, dated June 12, 2020, among BWX Technologies, Inc., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2020 (File No. 1-34658)). |
| 4.3 | Form of 4.125% Senior Notes due 2028 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2020 (File No. 1-34658)). |
| 4.4 | Indenture, dated April 13, 2021, among BWX Technologies, Inc., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on April 13, 2021 (File No. 1-34658)). |
| 4.5 | Form of 4.125% Senior Notes due 2029 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on April 13, 2021 (File No. 1-34658)). |
| 4.6 | Indenture, dated November 10, 2025, between BWX Technologies, Inc., the Guarantors from time to time party thereto and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2025 (File No. 1-34658)). |
| 4.7 | Form of Global Note representing BWX Technologies, Inc.’s 0% Convertible Senior Notes due 2030 (included within Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2025 (File No. 1-34658)). |
| ExhibitNumber | Description |
| 4.8 | Supplemental Indenture No. 2, dated as of May 25, 2022, between Citadel Capital Corporation, Cunico Corporation and U.S. Bank Trust Company, National Association, as Trustee under the indenture, dated as of June 12, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 1-34658)). |
| 4.9 | Supplemental Indenture dated as of May 25, 2022, between Citadel Capital Corporation, Cunico Corporation and U.S. Bank Trust Company, National Association, as Trustee under the indenture, dated as of April 13, 2021 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 1-34658)). |
| 4.10 | Supplemental Indenture No. 2, dated as of February 10, 2025, between BWX Technologies, Inc., BWXT Ordnance Tennessee, Inc. and U.S. Bank Trust Company, National Association, as a Trustee under the Indenture, dated as of April 13, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No. 1-34568)). |
| 4.11 | Supplemental Indenture No. 3, dated as of February 10, 2025, between BWX Technologies, Inc., BWXT Ordnance Tennessee, Inc. and U.S. Bank Trust Company, National Association, as a Trustee under the Indenture, dated as of June 12, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No. 1-34568)). |
| 4.12 | Supplemental Indenture No. 3, dated as of August 28, 2025, between BWX Technologies, Inc., certain of its consolidated subsidiaries and U.S. Bank Trust Company, National Association, as a Trustee under the Indenture, dated as of April 13, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (File No. 1-34568)). |
| 4.13 | Supplemental Indenture No. 4, dated as of August 28, 2025, between BWX Technologies, Inc., certain of its consolidated subsidiaries and U.S. Bank Trust Company, National Association, as a Trustee under the Indenture, dated as of June 12, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (File No. 1-34568)). |
| 10.1 | Second Amended and Restated Credit Agreement, dated as of November 10, 2025, among BWX Technologies, Inc. as borrower, Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on November 10, 2025 (File No. 1-34658)). |
| 10.2* | BWX Technologies, Inc. Executive Incentive Compensation Plan as amended and restated as of January 1st, 2024. |
| 10.3* | Supplemental Executive Retirement Plan of BWX Technologies, Inc. as amended and restated July 1, 2015 (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 1-34658)). |
| 10.4* | Form of Change In Control Agreement between the Company and selected officers (other than Mr. Geveden) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2015 (File No. 1-34658)). |
| 10.5* | Form of Amendment to Change in Control Agreement, dated July 1, 2016, between the Company and certain officers (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 1-34658)). |
| 10.6* | Form of Change in Control Agreement between the Company and Mr. Geveden dated October 26, 2015 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 1-34658)). |
| 10.7* | BWX Technologies, Inc. Executive Severance Plan amended and restated July 1, 2015 (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 1-34658)). |
| 10.8* | 2010 Long-Term Incentive Plan of the Company as amended and restated July 1, 2015 (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 1-34658)). |
| 10.9* | BWX Technologies, Inc. 2020 Omnibus Incentive plan (incorporated by reference to Appendix B to the Company's Proxy Statement, dated March 17, 2020 (File No. 1-34658)). |
| 10.10* | Form of Director and Officer Indemnification Agreement entered into between the Company and each of its directors and selected officers effective July 1, 2015 (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 1-34658)). |
| ExhibitNumber | Description |
| 10.11* | Form of 2023 Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 1-34658)). |
| 10.12* | Form of 2023 Performance Restricted Stock Units Grant Agreement for Employees (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 1-34658)). |
| 10.13* | Form of 2023 Restricted Stock Units Grant Agreement for Employees (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 1-34658)). |
| 10.14* | First Amendment to the Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-34568)). |
| 10.15* | BWXT Excess Retirement Savings Plan (As Amended and Restated Effective January 1, 2024) (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-34568)). |
| 10.16* | Form of 2024 Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No. 1-34658)). |
| 10.17* | Form of 2024 Performance Restricted Stock Units Grant Agreement for Employees (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No. 1-34658)). |
| 10.18* | Form of 2024 Restricted Stock Units Grant Agreement for Employees (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No. 1-34658)). |
| 10.19* | Form of Stock Option Grant for Employees (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No. 1-34568)). |
| 10.20* | Form of Performance Restricted Stock Unit Grant for Employees (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No. 1-34568)). |
| 10.21* | Form of Restricted Stock Unit Grant for Employees (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No. 1-34568)). |
| 10.22* | Transition Agreement dated May 12, 2025, between Robb Alan LeMasters and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No. 1-34568)). |
| 10.23* | Transition Agreement effective as of November 4, 2025 between Ronald O. Whitford, Jr. and the Company. |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company's annual report on Form 10-K for the year ended December 31, 2024 (File No. 1-34568). |
| 21.1 | Subsidiaries of the Registrant. |
| 23.1 | Consent of Deloitte & Touche LLP. |
| 31.1 | Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer. |
| 31.2 | Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer. |
| 32.1 | Section 1350 certification of Chief Executive Officer. |
| 32.2 | Section 1350 certification of Chief Financial Officer. |
| 97.1 | BWX Technologies, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-34568)). |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Management contract or compensatory plan or arrangement. |
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