Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 1.01, 1.02, 2.03, 3.03, 8.01, 9.01 · 8-K

BWX Technologies, Inc.

BWXTNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Material Modification to Rights of Security Holders · Other Events

Item 1.01 Entry into a Material Definitive Agreement Supplemental Indentures to Existing Indentures On November 11, 2026, BWX Technologies, Inc. (the “Company”) announced that it had received the requisite consents (the “Requisite Consents”) for the adoption of certain proposed amendments (the “Proposed Amendments”) to each of the indentures (the “Existing Indentures”) governing its outstanding 4.…

Filed Nov 13, 2026Accepted Nov 13, 2026, 4:06 PM ESTCIK 1486957Accession 0001104659-26-127049
Share

Company context

At BWX Technologies, Inc. (NYSE: BWXT), we are People Strong, Innovation Driven. A U.S.-based company with more than 11,000 employees, BWXT is a Fortune 1000 and Defense News Top 100 manufacturing and engineering innovator that provides safe and effective nuclear solutions for global security, clean energy, nuclear medicine, space exploration and environmental restoration. BWXT owns and operates 19 manufacturing facilities globally, and its 14 strategic partnerships support the U.S. and Canadian governments at more than two dozen additional locations.

Current securities

Recent company filings

  1. Other EventsNov 4, 2026
  2. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementNov 3, 2026
  3. Results of Operations and Financial ConditionNov 2, 2026
  4. 10-Q filingNov 2, 2026
  5. 4 filingSep 8, 2026

Registered securities in this filing

BWX TECHNOLOGIES, INC. · 8-K · Filed 2026-11-13

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.01 par value

Symbol
BWXT
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-11-10

Dimensions: Not supplied

Accession 000110465926127049 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 1.02, 2.03, 3.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement Supplemental Indentures to Existing Indentures On November 11, 2026, BWX Technologies, Inc. (the “Company”) announced that it had received the requisite consents (the “Requisite Consents”) for the adoption of certain proposed amendments (the “Proposed Amendments”) to each of the indentures (the “Existing Indentures”) governing 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 “Existing Notes”) in its previously announced Tender Offer and Consent Solicitation (each as defined herein). As previously announced, on November 4, 2026, the Company commenced (i) offers to purchase for cash any and all of its outstanding Existing Notes (the “Tender Offer”) and (ii) solicitations of consents (the “Consent Solicitation”) to the Proposed Amendments to the Existing Indentures. As a result of receiving the Requisite Consents for each series of Existing Notes, the Company entered into supplemental indentures (each, a “Supplemental Indenture” and together, the “Supplemental Indentures”) to each of the Existing Indentures to (i) eliminate substantially all of the restrictive covenants and certain events of default in each of the Existing Indentures and (ii) accelerate its ability to satisfy and discharge the Existing Indentures and the Existing Notes that were not purchased in the Tender Offer. In accordance with the terms of the Existing Indentures, the Company has irrevocably deposited with the trustee under the Existing Indentures U.S. dollar-denominated government securities in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on each series of Existing Notes for principal, premium, if any, and accrued interest to the applicable maturity of each series of Existing Notes. As a result, the Company and the guarantors of the Existing Notes have been released from their respective obligations under the Existing Notes and the Existing Indentures pursuant to the satisfaction and discharge provisions thereunder. The foregoing description of the Supplemental Indentures does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the copies of the Supplemental Indentures attached hereto as Exhibits 4.1 and 4.2, respectively. Senior Notes Indenture On November 13, 2026, the Company issued $500,000,000 aggregate principal amount of 6.500% Senior Notes due 2034 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of November 13, 2026 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee. The Notes are guaranteed by each of the Company’s present and future wholly owned subsidiaries that are obligors under the Company’s existing credit agreement (collectively, the “Guarantors”). The Notes were offered and sold in the United States to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside the United States under Regulation S of the Securities Act. Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2027, at a rate of 6.500% per annum. The Notes will mature on November 15, 2034. The Company used the net proceeds from the offering of the Notes, together with cash on hand, to (i) fund the purchase of the Existing Notes that were validly tendered and accepted for purchase in the Tender Offer, (ii) effect the satisfaction and discharge of the Existing Indentures and the Existing Notes that were not purchased in the Tender Offer, and (iii) pay the costs and expenses incurred in connection therewith. On or after November 15, 2029, the Company may redeem all or any portion of the Notes at the redemption prices set forth in the Indenture. Prior to November 15, 2029, the Company may redeem all or any portion of the Notes at a price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. Prior to November 15, 2029, the Company may also redeem up to 40% of the Notes at a price equal to 106.500% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an amount not to exceed the proceeds of certain equity offerings. The terms of the Indenture limit the ability of the Company and its restricted subsidiaries, as applicable, to (i) incur or permit to exist certain liens, (ii) enter into certain sale and leaseback transactions and (iii) consolidate, amalgamate, merge or sell all or substantially all assets. These covenants are subject to a number of important limitations and exceptions that are described in the Indenture. The Indenture also contains customary events of default, including, among other things, payment default and certain provisions related to bankruptcy events. The foregoing description of the Indenture and the Notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the copies of the Indenture and the Form of Note attached hereto as Exhibits 4.3 and 4.4, respectively. Item 1.02 Termination of a Material Definitive Agreement The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02 Termination of a Material Definitive Agreement The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial 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.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03 Material Modification to Rights of Security Holders The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events On November 11, 2026, the Company issued a press release announcing the pricing, expiration and results of the Tender Offer and Consent Solicitation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Filed exhibits (4)
EX-4.1 (by filename) tm2629729d1_ex4-1.htm

Exhibit 4.1 Execution Version SUPPLEMENTAL INDENTURE NO. 6 (this “Supplemental Indenture”), dated as of November 10, 2026, among BWX Technologies, Inc. (the “Issuer”), the guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore executed and delivered to the Trustee an indenture, dated as of June 12, 2020 (as amended or supplemented to the date hereof, the “Indenture”), providing for the issuance of 4.125% Senior Notes due 2028 (the “Notes”); WHEREAS, Section 902 of the Indenture provides that the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, any Guarantee or the Notes with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer for, the Notes), subject to certain exceptions set forth in Section 902 of the Indenture that are not applicable to the amendments to the Indenture to …

Open exhibit ↗
EX-4.2 (by filename) tm2629729d1_ex4-2.htm

Exhibit 4.2 Execution Version SUPPLEMENTAL INDENTURE NO. 5 (this “Supplemental Indenture”), dated as of November 10, 2026, among BWX Technologies, Inc. (the “Issuer”), the guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore executed and delivered to the Trustee an indenture, dated as of April 13, 2021 (as amended or supplemented to the date hereof, the “Indenture”), providing for the issuance of 4.125% Senior Notes due 2029 (the “Notes”); WHEREAS, Section 902 of the Indenture provides that the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, any Guarantee or the Notes with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer for, the Notes), subject to certain exceptions set forth in Section 902 of the Indenture that are not applicable to the amendments to the Indenture to…

Open exhibit ↗
EX-4.3 (by filename) tm2629729d1_ex4-3.htm

Exhibit 4.3 Execution Version BWX Technologies, Inc. and each of the Guarantors named herein 6.500% SENIOR NOTES DUE 2034 Indenture Dated as of November 13, 2026 U.S. Bank Trust Company, National Association, as Trustee TABLE OF CONTENTS Page ARTICLE One DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 19 Section 1.03. Rules of Construction 19 Section 1.04. Financial Calculations for Limited Condition Transactions and Otherwise 19 ARTICLE Two THE NOTES Section 2.01. Form and Dating 20 Section 2.02. Execution and Authentication 21 Section 2.03. Methods of Receiving Payments on the Notes 21 Section 2.04. …

Open exhibit ↗
EX-99.1 (by filename) tm2629729d1_ex99-1.htm

Exhibit 99.1 BWX Technologies, Inc. Announces Pricing Terms, Expiration and Results of Cash Tender Offers and Consent Solicitations for Its 4.125% Senior Notes due 2028 and 4.125% Senior Notes due 2029 November 11, 2026 LYNCHBURG, Va.--(BUSINESS WIRE)--Nov. 11, 2026-- BWX Technologies, Inc. (NYSE: BWXT) (“BWXT”) announced today the pricing terms, expiration and results of its previously announced (i) offers to purchase for cash (the “Offers”) from each holder and beneficial owner (each, a “Holder”) any and all of its outstanding 4.125% Senior Notes due 2028 (CUSIP Nos. 05605H AB6 / U12213 AB7) (the “2028 Notes”) and 4.125% Senior Notes due 2029 (CUSIP Nos. 05605H AC4 / U12213 AC5) (the “2029 Notes” and, together with the 2028 Notes, the “Notes” and each, a “Series”) and (ii) solicitations (the “Solicitations”) of consents (“Consents”) to certain proposed amendments to each of the indentures governing the Notes (as amended or supplemented, the “Indentures”). The Offers and the Solicitations are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated November 4, 2026 (the “Statement”). Capitalized terms us…

Open exhibit ↗

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.