Every material Form 8-K BWX Technologies has filed with the SEC since November 04, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
BWX Technologies said it launched a private offering of $500 million of senior notes due 2034 and, separately, cash tender offers for its two outstanding $400 million series of 4.125% senior notes due 2028 and 2029. The company plans to use the new notes' proceeds, with cash on hand, to buy back the older notes and satisfy and discharge the related indentures, which would refinance existing debt rather than add a stated amount of new debt beyond the $500 million offering.
Private offering of $500 million aggregate principal of senior unsecured notes due 2034, guaranteed by certain wholly-owned subsidiaries
Tender offers cover any and all of the $400 million 4.125% notes due 2028 and $400 million 4.125% notes due 2029
Offers and consent solicitations expire at 5:00 p.m. New York City time on November 10, 2026; settlement expected November 13, 2026
Consents sought would eliminate substantially all restrictive covenants and certain events of default in each indenture
BWX Technologies entered into an amendment to its existing credit agreement with Wells Fargo as administrative agent and other lenders. The amendment extends the maturity of the $1.25 billion senior secured revolving credit facility by one year to November 10, 2031, and changes the interest coverage covenant and pricing terms.
Maturity of the $1.25 billion senior secured revolving credit facility extended one year to November 10, 2031
Minimum interest coverage ratio no longer applies if no default exists and the company obtains investment grade ratings (stable outlook or better) from at least two designated rating agencies
Pricing grid set to the lower of the existing leverage-based grid or a grid tied to the company's corporate ratings
BWX Technologies reported third quarter 2026 revenues of $953.0 million and net income of $102.0 million, representing growth over the same period in 2025. The company also tightened its full-year 2026 non-GAAP earnings per share guidance to $4.72-$4.77 and free cash flow guidance to $350 million-$360 million.
3Q26 consolidated revenues were $953.0 million, with net income of $102.0 million and diluted GAAP EPS of $1.11.
3Q26 adjusted EBITDA reached $179.7 million and free cash flow was $150.5 million.
Full-year 2026 non-GAAP EPS guidance was tightened to $4.72-$4.77.
Declared a quarterly cash dividend of $0.27 per common share payable on December 10, 2026.
BWX Technologies reported second-quarter 2026 revenue of $901.6 million, up 18% from a year earlier, and GAAP diluted EPS of $0.97, up from $0.85. The company raised its 2026 guidance for adjusted EBITDA, non-GAAP EPS and free cash flow, and said the guidance includes the Precision Components Group acquisition, which closed July 1, 2026.
Q2 2026 revenue was $901.6 million, up from $764.0 million; Commercial Operations revenue rose 72% to $302.5 million.
GAAP diluted EPS was $0.97 versus $0.85; non-GAAP diluted EPS was $1.07 versus $1.02.
2026 guidance: adjusted EBITDA raised to $662 million-$672 million from $650 million-$665 million; non-GAAP EPS raised to $4.70-$4.80 from $4.60-$4.75.
Q2 free cash flow was $115.0 million, down 9% from $126.3 million; Government Operations operating income fell 3% to $105.7 million.
BWX Technologies reported first quarter 2026 revenue of $860.2 million, up 26% from $682.3 million a year earlier, and GAAP diluted EPS of $0.99, up from $0.82. The company raised its 2026 guidance for adjusted EBITDA, non-GAAP EPS and free cash flow, and said the guidance excludes the pending Precision Components Group acquisition.
Q1 2026 revenue $860.2 million, up 26%; Commercial Operations revenue rose to $283.6 million from $128.3 million
GAAP diluted EPS $0.99 vs. $0.82; non-GAAP diluted EPS $1.12 vs. $0.91; GAAP net income $91.2 million vs. $75.5 million
2026 adjusted EBITDA guidance raised to $650 million-$665 million from $645 million-$660 million; non-GAAP EPS guidance raised to $4.60-$4.75 from $4.55-$4.70
Announced acquisition of Precision Components Group, LLC; 2026 guidance does not include its contribution
BWX Technologies reported fourth-quarter 2025 revenue of $885.8 million, up 19% from a year earlier, and GAAP diluted EPS of $1.01 versus $0.77. Fourth-quarter operating income was roughly flat at $92.1 million, and free cash flow fell to $56.8 million from $224.4 million. The company also initiated 2026 guidance for non-GAAP EPS of $4.55-$4.70, compared with $4.01 reported for 2025.
Q4 2025 revenue was $885.8 million, up from $746.3 million; GAAP diluted EPS was $1.01 versus $0.77.
Full year 2025 revenue was $3,198.4 million, up 18%, and net income was $329.9 million; backlog ended the year at $7.3 billion, up 50%.
2026 guidance: non-GAAP EPS of $4.55-$4.70, adjusted EBITDA of $645 million-$660 million, free cash flow of $305 million-$320 million, and revenue of about $3.75 billion.
Board declared a quarterly dividend of $0.27 per share payable March 27, 2026, to holders of record on March 11, 2026.
BWX Technologies appointed Daniel L. Jablonsky as a director effective March 2, 2026, expanding the board from nine to ten members. He will also serve on the Audit and Finance Committee, and the board determined he is independent and an audit committee financial expert.
Board increased from nine to ten directors on February 18, 2026
Jablonsky's initial term expires at the 2026 annual shareholder meeting
Non-employee director annual equity award is $165,000, per the 2025 proxy statement
Jablonsky previously served as CEO and chairman of Ursa Major and as CEO of Maxar Technologies
BWX Technologies issued $1.25 billion of 0% convertible senior notes due November 1, 2030, including a $150 million option the initial purchasers exercised in full. The company plans to use part of the net proceeds to repay $830.8 million under its existing credit facility and $116.1 million to fund capped call transactions, which are intended to reduce potential dilution from conversions.
Notes issued November 10, 2025: $1.25 billion total, including an additional $150 million exercised November 6, 2025
Initial conversion price of approximately $262.51 per share, a premium of about 32.5% to the $198.12 last reported sale price on November 5, 2025
Planned use of proceeds: about $830.8 million to repay the existing credit facility and about $116.1 million for capped call transactions
Company may not redeem the notes before November 6, 2028; the notes mature November 1, 2030
BWX Technologies said its Senior Vice President and General Counsel, Chief Compliance Officer and Corporate Secretary, Ronald O. Whitford, Jr., stepped down from that role and as an executive officer effective November 4, 2025. The company said the decision is not related to any legal issue or disagreement, and it expects to name a successor within the coming week.
Ronald O. Whitford, Jr. left the General Counsel, Chief Compliance Officer and Corporate Secretary roles effective November 4, 2025
He will stay employed as Special Advisor to the CEO to help with the transition for a period of time
The company expects to appoint a successor within the coming week
Whitford will receive base salary during the transition and benefits consistent with a termination without cause under the Executive Severance Plan
BWX Technologies reported third-quarter 2025 revenue of $866.3 million, up 29% from $672.0 million a year earlier, and GAAP diluted EPS of $0.89, up from $0.76. The company raised its 2025 non-GAAP EPS guidance to $3.75-$3.80 from $3.65-$3.75 and introduced a preliminary 2026 outlook for low-double-digit to low-teens adjusted EBITDA growth, which gives shareholders higher earnings expectations for the year.
Revenue was $866.3 million versus $672.0 million a year earlier; Commercial Operations revenue rose 122% to $251.0 million.
GAAP net income was $82.2 million versus $69.6 million, and non-GAAP EPS was $1.00 versus $0.83.
2025 non-GAAP EPS guidance was raised to $3.75-$3.80 from $3.65-$3.75; adjusted EBITDA guidance was narrowed to about $570 million, the mid-point of the prior range.
Backlog reached $7.4 billion, up 119% year over year, driven by large, multi-year special materials projects.
BWX Technologies reported second quarter 2025 revenue of $764.0 million, up 12% from a year earlier, and GAAP diluted EPS of $0.85, up from $0.79. The company raised its 2025 guidance for revenue, adjusted EBITDA, non-GAAP EPS and free cash flow, citing strong year-to-date results and bookings, which supports the outlook for shareholders.
Q2 2025 revenue $764.0 million, up 12%; Government Operations $589.0 million, Commercial Operations $176.1 million
GAAP diluted EPS $0.85 vs. $0.79 a year earlier; non-GAAP EPS $1.02 vs. $0.82
Raised 2025 guidance: revenue to about $3,100 million from about $3,000 million; non-GAAP EPS to $3.65-$3.75 from $3.40-$3.55
Record backlog of $6.0 billion, up 70.2% year-over-year; Kinectrics acquisition closed May 20, 2025
BWX Technologies (BWXT) appointed Kevin M. McCoy as Chief Nuclear Officer, effective June 16, 2025, to support Navy submarine production work with Electric Boat and Huntington Ingalls. Joseph K. Miller succeeded McCoy as President, Government Operations, on the same date, and Katherine Kelly was named President of BWXT Advanced Technologies. The filing discloses leadership changes only and includes no financial results or guidance.
Kevin M. McCoy appointed Chief Nuclear Officer, effective June 16, 2025
Joseph K. Miller succeeds McCoy as President, Government Operations, effective June 16, 2025
Katherine (Kate) Haggerty Kelly succeeds Miller as President of BWXT Advanced Technologies
McCoy previously served as Government Operations president since 2022
BWX Technologies announced that Chief Financial Officer Robb A. LeMasters has stepped down, with the filing stating the decision is not related to any financial or accounting issue or disagreement with the company. Vice President, Finance and Chief Accounting Officer Michael T. Fitzgerald was appointed interim CFO effective May 12, 2025, and Mr. LeMasters will remain as Special Advisor to the CEO through March 2, 2026.
Robb A. LeMasters stepped down as executive vice president and CFO; the transition agreement was entered into May 11, 2025.
Mr. LeMasters will receive salary of $494,795 through March 2, 2026, plus a cash retention bonus of $105,205, and will not take part in the 2025 annual incentive plan or the 2026 incentive plans.
Michael T. Fitzgerald, 41, was named interim senior vice president and CFO effective May 12, 2025, with a 27% base salary increase and a 55% target non-equity incentive.
BWX Technologies' board approved a special grant of performance restricted stock units and performance stock options to CEO Rex D. Geveden on May 7, 2025, with a target value of $5.5 million. The awards vest only if performance hurdles tied to revenue, EBITDA margin and relative shareholder return are met through December 31, 2027, so the payout depends on results shareholders would also see.
Target value of the special award to CEO Rex D. Geveden is $5.5 million, split into a $2.2 million PSU grant and a $3.3 million NQPSO grant (grant date fair values).
PSU component vests on December 31, 2027 based on cumulative revenue (50%) and EBITDA margin expansion (50%) for January 1, 2025 through December 31, 2027; payouts range from 0% to 150%.
NQPSO component vests on December 31, 2027 based on total shareholder return relative to the S&P Aerospace and Defense Select Index for May 7, 2025 through December 31, 2027; payouts range from 0% to 150%.
PSU terms are largely consistent with prior awards, except retirement-related vesting provisions do not apply to Mr. Geveden.
BWX Technologies reported first quarter 2025 results on May 5, 2025, with revenue up 13% to $682.3 million and GAAP net income up 10% to $75.5 million. The company reaffirmed its 2025 non-GAAP EPS guidance of $3.40-$3.55 and said the pending Kinectrics acquisition remains on track to close in mid-2025.
Revenue of $682.3 million, up from $604.0 million a year earlier; Government Operations rose 14% and Commercial Operations rose 10%.
Diluted GAAP EPS of $0.82 versus $0.75; non-GAAP EPS of $0.91 versus $0.76.
Commercial Operations operating income fell 25% to $6.5 million; 2025 non-GAAP EPS guidance of $3.40-$3.55 was reaffirmed.
BWX Technologies reported fourth quarter 2024 revenue of $746.3 million, up 3% from a year earlier, and GAAP diluted EPS of $0.77, up from $0.72. Non-GAAP diluted EPS fell 9% to $0.92, and GAAP operating income declined 25% to $92.3 million, so the quarter's headline measures moved in different directions. The company also initiated 2025 guidance calling for non-GAAP EPS of $3.40 to $3.55, compared with $3.33 for 2024.
Q4 2024 revenue $746.3 million, up 3%; GAAP diluted EPS $0.77 vs. $0.72; non-GAAP diluted EPS $0.92 vs. $1.01
Full year 2024 revenue $2.7 billion, up 8%; GAAP diluted EPS $3.07 vs. $2.68; non-GAAP diluted EPS $3.33 vs. $3.02
On January 9, 2025, BWX Technologies' compensation committee approved a one-time grant of 10,000 performance restricted stock units to CFO Robb A. LeMasters, with a grant-date fair value of $1.15 million. The units vest on or after December 31, 2027, based on revenue, adjusted EBITDA and free cash flow growth and on EBITDA targets for the recently announced Aerojet Ordnance Tennessee and Kinectrics acquisitions.
Grant of 10,000 PSUs to Robb A. LeMasters, Executive Vice President and CFO, with grant-date fair value of $1.15 million
Cliff vesting on or after December 31, 2027, covering a performance period from January 1, 2025 through December 31, 2027
Four equally weighted metrics at 20% each, with payouts ranging from 0% to 200% per metric, subject to continued employment
BWX Technologies reported third-quarter 2024 revenue of $672.0 million, up 14%, and GAAP net income of $69.6 million, up 15%, with diluted GAAP EPS of $0.76 versus $0.66. The company raised its 2024 revenue and non-GAAP EPS guidance and announced the acquisition of A.O.T., targeted to close by year-end. Operating cash flow fell to $32.6 million from $74.3 million, which the company attributed to contract timing, and free cash flow was negative $7.7 million.
Q3 2024 revenue $672.0 million vs. $590.0 million a year earlier; diluted GAAP EPS $0.76 vs. $0.66; non-GAAP EPS $0.83 vs. $0.67
2024 non-GAAP EPS guidance raised to about $3.20 from $3.10-$3.20 range; revenue guidance raised to about $2.7 billion from more than $2.6 billion
Announced acquisition of A.O.T., a sole source provider of depleted uranium and finished specialty metals; targeted to close by year-end, with terms not stated in the filing
Operating cash flow was $32.6 million vs. $74.3 million; free cash flow was negative $7.7 million
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