false 0001486957 0001486957 2026-11-04 2026-11-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

 

FORM 8-K

______________________________________________________________________________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 4, 2026

 

BWX TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________

 

Delaware 001-34658 80-0558025
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

1720 Mt. Athos Road    
Lynchburg, Virginia   24504
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (980) 365-4300

____________________________________________________________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, $0.01 par value BWXT New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

 

 

 

 

 

 

Item 8.01 Other Events

 

On November 4, 2026, BWX Technologies, Inc. (the “Company”) issued a press release announcing that it had launched a private offering of $500 million in aggregate principal amount of senior notes due 2034. Additionally, on November 4, 2026, the Company issued a press release announcing that it had commenced (i) concurrent cash tender offers for any and all of its outstanding 4.125% Senior Notes due 2028 (the “2028 Notes”) and 4.125% Senior Notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”) and (ii) solicitations of consents to certain proposed amendments to each of the indentures governing the Notes. Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No. Description
99.1 Press release dated November 4, 2026 relating to the Company’s offering of senior notes.
99.2 Press release dated November 4, 2026 relating to the Company’s tender offers and consent solicitations.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in the Inline XBRL document).

 

 

 

 

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 4, 2026 /s/ Michael T. Fitzgerald
    Name: Michael T. Fitzgerald
    Title: Senior Vice President and Chief Financial Officer