Bwx Technologies, Inc. 8-K Filing

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Key Financial Figures

• $0.01 — ge on which registered Common Stock, $0.01 par value BWXT New York Stock Exchang
• $1,250,000,000 — chnologies, Inc. (the "Company") issued $1,250,000,000 aggregate principal amount of 0% Conver
• $150,000,000 — s are first issued, up to an additional $150,000,000 aggregate principal amount of Notes. On
• $1,000 — Price (as defined in the Indenture) per $1,000 principal amount of Notes for each Trad
• $262.51 — itial conversion price of approximately $262.51 per share of Common Stock. The conversi
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $198.12 — Fundamental Change is either less than $198.12 per share or greater than $1,000.00 per
• $1,000.00 — than $198.12 per share or greater than $1,000.00 per share. The Company will not increas
• $75 million — btedness for borrowed money of at least $75 million; (7) certain events of bankruptcy, in
• $396.24 — ped Call Transactions will initially be $396.24 per share of Common Stock, which repres
• $1.25 billion — ty. The New Credit Facility includes a $1.25 billion senior secured revolving credit facilit
• $600 million — l commitments of (1) the greater of (a) $600 million and (b) 100% of EBITDA, as defined in t
• $1.4 million — nder the New Credit Facility, excluding $1.4 million in letters of credit, all of which were

Filing Documents

• tm2530675d1_8k.htm (8-K) — 65KB
• tm2530675d1_ex4-1.htm (EX-4.1) — 821KB
• tm2530675d1_ex10-1.htm (EX-10.1) — 258KB
• tm2530675d1_ex10-2.htm (EX-10.2) — 1117KB
• tm2530675d1_ex99-1.htm (EX-99.1) — 24KB
• tm2530675d1_ex99-1img001.jpg (GRAPHIC) — 10KB
• tm2530675d1_ex4-1sp1img002.jpg (GRAPHIC) — 2KB
• tm2530675d1_ex4-1sp1img001.jpg (GRAPHIC) — 2KB
• tm2530675d1_ex4-1sp1img003.jpg (GRAPHIC) — 5KB
• tm2530675d1_ex4-1sp1img004.jpg (GRAPHIC) — 2KB
• tm2530675d1_ex4-1sp1img005.jpg (GRAPHIC) — 2KB
• tm2530675d1_ex4-1imgsp2001.jpg (GRAPHIC) — 4KB
• 0001104659-25-109152.txt ( ) — 2945KB
• bwxt-20251110.xsd (EX-101.SCH) — 3KB
• bwxt-20251110_lab.xml (EX-101.LAB) — 33KB
• bwxt-20251110_pre.xml (EX-101.PRE) — 22KB
• tm2530675d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Indenture and Notes On November 10, 2025, BWX Technologies, Inc. (the "Company") issued $1,250,000,000 aggregate principal amount of 0% Convertible Senior Notes due 2030 (the "Notes"). The Notes were issued pursuant to an Indenture, dated November 10, 2025 (the "Indenture"), among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes are guaranteed (the "guarantees") by each of the Company's present and future direct and indirect wholly owned domestic subsidiaries that guarantees its existing and future capital markets indebtedness (the "Guarantors"). Pursuant to the purchase agreement among the Company, the Guarantors and the representative of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $150,000,000 aggregate principal amount of Notes. On November 6, 2025, the initial purchasers exercised this option in full and the Notes issued on November 10, 2025 include the additional $150,000,000 aggregate principal amount of Notes. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Notes and the guarantees are the Company's and the Guarantors' senior unsecured obligations, rank equal in right of payment with the Company's and the Guarantors' existing and future senior unsecured indebtedness (including the Company's outstanding senior notes and the related guarantees) and rank senior in right of payment to th

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act, in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers" as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 6,309,250 shares of Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 5.0474 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. Additional information pertaining to the Notes and the shares of Common Stock issuable upon conversion of the Notes is contained in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K is neither an offer to sell, nor a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

01 Other Events

Item 8.01 Other Events On November 6, 2025, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of Common Stock, if any, issuable upon conversion of the Notes .

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit No. Description 4.1 Indenture, dated November 10, 2025, between BWX Technologies, Inc., the Guarantors from time to time party thereto and the Trustee. 4.2 Form of Global Note representing BWX Technologies, Inc.'s 0% Convertible Senior Notes due 2030 (included within Exhibit 4.1). 10.1 Form of Capped Call Confirmation. 10.2 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. 99.1 Pricing Press Release dated November 6, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BWX TECHNOLOGIES, INC. Dated: November 10, 2025 /s/ Michael T. Fitzgerald Name: Michael T. Fitzgerald Title: Senior Vice President and Chief Financial Officer

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