What changed in this filing

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Item 1. Business

2026-02-23 compared with 2025-02-24 · 59 added, 57 removed, 425 unchanged (21% of the section changed)

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is a specialty manufacturer of nuclear components, a developer of nuclear technologies and a service provider with an operating history of more than 100 years.

Our core businesses focus on the design, engineering and manufacture of precision naval nuclear components, reactors and nuclear fuel for the U.S.

Our core businesses focus on the design, engineering and manufacture of precision naval nuclear components, nuclear reactors and nuclear fuel for the U.S.

We also provide special nuclear materials processing, environmental site restoration services, products and services to customers in the nuclear power industry, critical medical radioisotopes and radiopharmaceuticals and other advanced nuclear technologies.

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Through this segment, we engineer, design and manufacture precision naval nuclear components, reactors and nuclear fuel for the U.S.

Department of Energy ("DOE")/National Nuclear Security Administration's ("NNSA") Naval Nuclear Propulsion Program.

Department of Energy ("DOE")/National Nuclear Security Administration's ("NNSA") Naval Nuclear Propulsion Program and we have over 100 years of experience in supplying components for defense applications.

In addition, we supply proprietary and sole-source valves, manifolds and fittings to global naval and commercial shipping customers.

Our Government Operations segment specializes in the design and manufacture of close-tolerance and high-quality equipment for nuclear applications.

In addition, we are a leading manufacturer of critical nuclear components, fuels and assemblies for government and limited other uses.

In addition, we design advanced reactors and are a leading manufacturer of critical nuclear components, fuels and assemblies for government and limited other uses.

We have supplied nuclear components for DOE programs since the 1950s and are the largest domestic supplier of research reactor fuel elements for colleges, universities and national laboratories.

We also downblend Cold War-era government stockpiles of high-enriched uranium.

In addition, we have over 100 years of experience in supplying components for defense applications.

We also downblend Cold War-era government stockpiles of high-enriched uranium, develop capabilities related to the manufacture of high-purity depleted uranium and manufacture other advanced materials and products for commercial, military and space applications.

We work closely with the DOE-supported nuclear non-proliferation program.

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This segment also provides various services to the U.S.

Government by managing and operating high-consequence operations at U.S.

and Canadian governments by managing and operating high-consequence operations at U.S.

nuclear weapons sites, national laboratories and manufacturing complexes.

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Government and the performance scores we and our consortium partners earn in managing and operating these sites.

With our specialized capabilities of full life-cycle management of special materials, facilities and technologies, we believe that we are well-positioned to continue participating in the ongoing cleanup, operation and management of critical government-owned nuclear sites, laboratories and manufacturing complexes maintained by the DOE, NASA and other federal agencies.

The Government Operations segment is also a leader in the development of advanced nuclear reactors for a variety of power and propulsion applications in the space and terrestrial domains.

Government customers for these applications include NASA, the U.S.

Department of Defense ("DoD") and the DOE.

Department of War ("DoW"), also known as the Department of Defense, and the DOE.

We offer complete advanced nuclear fuel and reactor design and engineering, licensing and manufacturing services for these programs.

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Through this segment, we design and manufacture commercial nuclear steam generators, heat exchangers, pressure vessels, reactor components and other auxiliary equipment, including containers for the storage of spent nuclear fuel and other high-level nuclear waste.

We have supplied the nuclear industry with more than 1,300 large, heavy components worldwide and are the only commercial heavy nuclear component manufacturer in North America.

This segment is also a leading supplier of nuclear fuel, fuel handling systems, tooling delivery systems, nuclear-grade materials and precisely machined components, and related services for CANDU nuclear power plants.

We supply large, heavy components to the worldwide nuclear industry and are the only commercial heavy nuclear component manufacturer in North America.

This segment is also a leading supplier of nuclear fuel, fuel handling systems, reactor controls, specialty tooling, nuclear-grade materials and precisely machined components, and related engineering and maintenance services for nuclear power plans.

This segment also provides a variety of engineering and in-plant services and is a significant supplier to nuclear power utilities undergoing major refurbishment and plant life extension projects.

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• containers for the storage of spent nuclear fuel and other high-level waste;

• lifecycle support and management services for the global nuclear power industry, transmission and distribution markets;

• structural and thermal-hydraulic design and vibration analysis for heat exchangers;

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Aerojet Ordnance Tennessee, Inc.

On November 4, 2024, we announced our intention to acquire Aerojet Ordnance Tennessee, Inc.

On January 3, 2025, we completed the acquisition of Aerojet Ordnance Tennessee, Inc.

("A.O.T"), a subsidiary of L3Harris Technologies, Inc.

This acquisition was subsequently completed on January 3, 2025.

A.O.T is a leading provider of advanced special materials which will further enhance our capabilities to develop and manufacture advanced materials and products for commercial, military and space applications.

will be reported as part of our Government Operations segment.

is reported as part of our Government Operations segment.

Kinectrics, Inc.

On December 27, 2024, we entered into an agreement to acquire Kinectrics Holdings, Inc., the parent company of Kinectrics, Inc.

On May 20, 2025, we completed the acquisition Kinectrics Holdings, Inc., the parent company of Kinectrics, Inc.

("Kinectrics").

Kinectrics employs over 1,300 employees located across 20 sites worldwide.

This acquisition is targeted to close in the middle of 2025, following necessary regulatory and other approvals.

Once completed, Kinectrics will be reported as part of our Commercial Operations segment.

Kinectrics is a leader in providing lifecycle management services for the global nuclear power and transmission and distribution markets, and in the production and supply of isotopes for the radiopharmaceutical industry which will enable us to expand our portfolio of products and services in the global nuclear and nuclear medicine markets.

Kinectrics is reported as part of our Commercial Operations segment.

See Note 2 to our consolidated financial statements included in this Report for additional information about our recent acquisition activity.

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Examples of costs that may be incurred by us and not billable to the U.S.

Government in accordance with the requirements of the FAR and CAS regulations include, but are not limited to, unallowable employee compensation and benefit costs, lobbying costs, interest, certain legal costs and charitable donations.

Government in accordance with the requirements of the FAR and CAS include, but are not limited to, unallowable employee compensation and benefit costs, lobbying costs, interest, certain legal costs and charitable donations.

Most of our contracts in this segment are fixed-price incentive fee contracts that provide for reimbursement of allowable costs incurred plus a fee and generally require that we use our best efforts to accomplish the scope of the work within some specified time and stated dollar limitation.

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Government contracts span one or more base years and multiple option years.

Government generally has the right not to exercise option periods and may not exercise an option period for various reasons including, but

not limited to, annual funding determinations.

Government generally has the right not to exercise option periods and may not exercise an option period for various reasons including, but not limited to, annual funding determinations.

In addition, contracts between the U.S.

Government and its prime contractors usually contain standard provisions for termination at the convenience of the U.S.

Government or the prime contractor.

Government contractor, we are subject to federal regulations under which our right to receive future awards of new federal contracts would be unilaterally suspended or barred if we were convicted of a crime or indicted based on allegations of a violation of specific federal statutes.

contractor, we are subject to federal regulations under which our right to receive future awards of new federal contracts would be unilaterally suspended or barred if we were convicted of a crime or indicted based on allegations of a violation of specific federal statutes.

In addition, some of our contracts with the U.S.

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Government facilities are awarded through a complex and protracted procurement process.

These contracts are generally structured as five-year contracts with options for up to five additional years, which are exercisable by the customer, or include provisions whereby the contract durations can be extended as a result of the achievement of certain performance metrics.

These contracts are generally structured as five-year contracts with options for five to ten additional years, which are exercisable by the customer, or include provisions whereby the contract durations can be extended as a result of the achievement of certain performance metrics.

These are generally cost-reimbursable contracts that include an award fee that is primarily based on annual performance, with periodic provisional fee payments and annual true-up payments.

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We do not include the value of our unconsolidated joint venture contracts in backlog.

These unconsolidated joint ventures are included in our Government Operations segment.

See Note 4 to our consolidated financial statements included in this Report for financial information on our equity method investments.

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Government are subject to these annual funding approvals, the total values of the underlying programs are significantly larger.

The value of unexercised options excluded from backlog as of December 31, 2025 was approximately $2,800 million.

We expect $1,400 million to be awarded in 2026, $900 million to be awarded in 2030 and $500 million to be awarded in 2035, subject to Congressional appropriations.

The competitive environments in which each segment operates are described below.

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Government and the operation of U.S.

Government facilities include, but are not limited to, Bechtel National, Inc., Amentum Environment & Energy, Inc., Fluor Corporation, Jacobs Engineering Group, Inc., Northrop Grumman Corporation, Huntington Ingalls Industries, Inc., Honeywell International, Inc., Leidos, Inc., Westinghouse Electric Corporation and AtkinsRéalis.

Government facilities include, but are not limited to, Bechtel National, Inc., Amentum Environment & Energy, Inc., Fluor Corporation, Northrop Grumman Corporation, Huntington Ingalls Industries, Inc., Honeywell International, Inc., Leidos, Inc., Westinghouse Electric Corporation and AtkinsRéalis.

The primary bases of competition for this segment are experience, past performance, availability of key personnel and technical capabilities.

Commercial Operations

Our Commercial Operations segment supplies heavy nuclear components, specialized engineering and maintenance services, nuclear fuel, fuel handling systems and tooling delivery systems for CANDU reactors.

This segment competes with a number of companies specializing in nuclear capabilities including, but not limited to, Framatome, Cameco Corporation, Doosan Heavy Industries & Construction Co., Ltd., E.S.

Fox Limited, AECON Group Inc., Bechtel National, Inc., Westinghouse Electric Corporation and AtkinsRéalis.

The primary bases of competition for this segment are price, technical capabilities, quality, timeliness of performance, breadth of products and services and willingness to accept project risks.

This segment also manufactures medical radioisotopes, radiopharmaceuticals and medical devices, and partners with life science and pharmaceutical companies developing new drugs.

This segment competes with a number of nuclear medicine

companies which include, but are not limited to, Curium Pharma, Lantheus Holdings, Inc.

This segment competes with a number of nuclear medicine companies which include, but are not limited to, Curium Pharma, SHINE Technologies.

and Jubilant DraxImage Inc.

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Joint Ventures

We share in the ownership of a variety of entities with third parties, primarily through corporations, limited liability companies and partnerships, which we refer to as "joint ventures." Through these joint venture arrangements, our Government Operations segment primarily manages and operates nuclear facilities and associated plant infrastructure, constructs large capital facilities, provides safeguards and security for inventory and assets, supports and conducts research and development for advanced energy technology and manages environmental programs for the DOE, the NNSA and NASA.

We share in the ownership of a variety of entities with third parties, primarily through corporations, limited liability companies and partnerships, which we refer to as "joint ventures." The majority of our joint venture arrangements are within our Government Operations segment and are primarily used to manage and operate nuclear facilities and associated plant infrastructure, constructs large capital facilities, provides safeguards and security for inventory and assets, supports and conducts research and development for advanced energy technology and manages environmental programs for the DOE, the NNSA and NASA.

We generally account for our investments in joint ventures under the equity method of accounting.

Certain of our Government Operations segment unconsolidated joint ventures are described below.

Certain of our unconsolidated joint ventures are described below.

Government Operations

• Los Alamos Legacy Cleanup Contract.

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and BWXT TSG to provide nuclear operations, decontamination and decommissioning services at the Portsmouth Gaseous Diffusion Plant in Portsmouth, Ohio.

A follow-on contract was awarded by the DOE to another contractor and transition is expected to occur during 2025.

A follow-on contract was awarded by the DOE to another contractor and transition was completed in September 2025.

• West Valley Demonstration Project Phase I Decommissioning and Facility Disposition.

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Nuclear Regulatory Commission ("NRC") licensed disposal area management, waste management and nuclear materials disposition, and safeguards and security.

A follow-on contract [Phase 1B] was awarded to a BWXT-led team and the CHBWV Phase 1 contract concluded on June 23, 2025.

• West Valley Demonstration Project Phase 1B.

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to achieve significant risk and financial liability reduction and provide the best overall optimal solution for accelerated completion and closure of the site near West Valley, New York.

The Phase 1B contract begins in June 2025 and will continue the current cleanup mission and will include the demolition of remaining components of the main plant process building, soil remediation and disposition, waste management and disposition, environmental monitoring, surveillance and maintenance and program support activities.

The Phase 1B contract began on June 24, 2025 and will continue the current cleanup mission and will include the demolition of remaining components of the main plant process building, soil remediation and disposition, waste management and disposition, environmental monitoring, surveillance and maintenance and program support activities.

• Synergy Achieving Consolidated Operations & Maintenance (SACOM).

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to provide facility operations and maintenance services for institutional and technical facilities, and perform test and manufacturing support services at two NASA facilities – the Stennis Space Center in Hancock County, Mississippi and the Michoud Assembly Facility in New Orleans, Louisiana.

A reduced scope, follow-on contract was awarded by NASA to another contractor in 2024 and transition is expected to occur during 2025.

A reduced scope, follow-on contract was awarded by NASA to another contractor in 2024 and transition was completed in June 2025.

• Paducah Gaseous Diffusion Plant Deactivation and Remediation Project.

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to achieve significant risk and financial liability reduction through accelerated cleanup of high-risk waste at the DOE-owned Hanford Tank Farms near Richland, Washington.

• Strategic Petroleum Reserve Contract.

Strategic Storage Partners, LLC (SSP) is a limited liability company formed by APTIM and BWXT TSG to manage and operate the United States’ strategic crude oil storage facilities, including operations, logistics, maintenance, major maintenance, and life extension activities while still preserving drawdown readiness.

The contract began on November 24, 2025.

• Canadian National Laboratory Management and Operations Contract.

Nuclear Laboratory Partners of Canada, Inc.

(NLPC) is a company formed by BWXT Government Group, Kinectrics, Inc., and Amentum Environment & Energy, Inc.

to manage and operate the Canadian National Laboratory.

The contract began on December 11, 2025.

Commercial Operations

Isogen is a joint venture between Framatome and Kinectrics to use CANDU nuclear reactors to provide irradiation services to isotope processors and radiopharmaceutical manufactures to deliver them with a reliable supply of medical isotopes.

This joint venture was created prior to BWXT's acquisition of Kinectrics in 2025.

We provide our products and services to a diverse customer base, including the U.S.

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Our goal is to be the employer of choice within our industry and the communities in which we operate.

We focus on maintaining a solid pipeline of talent throughout our organization and developing the capabilities and skills in our workforce needed for the future of our business.

We strive to maintain a highly-skilled and diverse workforce where employees are recruited, compensated, retained and promoted based on their performance and contribution to the Company.

We focus on maintaining a solid pipeline of talent throughout our organization and developing the capabilities and skills in our workforce

needed for the future of our business.

We strive to maintain a highly-skilled workforce where employees are recruited, compensated, retained and promoted based on their performance and contribution to the Company.

At December 31, 2025, we employed approximately 10,400 persons worldwide, predominantly in the U.S.

(6,800 employees) and Canada (1,900 employees).

(6,700 employees) and Canada (3,500 employees) with approximately 200 additional employees resident in Denmark, Germany, India, Poland, Romania, and the United Kingdom.

Many of our operations are subject to union contracts, which we negotiate periodically.

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Providing comprehensive, competitive, and affordable retirement, healthcare, income protection and other benefits is also central to our attraction and retention strategy.

We offer health benefits which include various medical/pharmacy plan options, health savings accounts for those in high deductible health plans, and flexible spending accounts for both health care and dependent care are also available to employees, where applicable.

We offer an array of health benefits which include medical/pharmacy plan options, along with dental, vision and other wellness-specific plans as applicable, and as customarily provided in the locations in which we operate.

Our income protection plans provide coverage for employees in the event of an unexpected illness or injury.

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We established the BWXT Technical Fellows program which honors and celebrates some of our most talented employees for their contributions to driving innovation and inspiring creativity.

Our Technical Fellows offer a breadth of knowledge and diversity of technical expertise that can be focused on developing creative solutions to numerous challenges we face in our industry.

Diversity and Inclusion

We value the diversity of our employees and are committed to providing an engaging and inclusive atmosphere for all that promotes productivity and encourages creativity and innovation.

We maintain a Diversity and Inclusion ("D&I") Committee comprised of a rotating group of employees representing various job functions, levels and backgrounds.

The D&I Committee works to identify and implement changes to promote awareness and foster a culture of diversity and inclusion throughout the workforce.

In addition, we participate in numerous conferences and career fairs each year that focus on diversity, including those hosted by the National Society of Black Engineers and the Society of Women Engineers.

Our Technical Fellows offer a breadth of knowledge and technical expertise that can be focused on developing creative solutions to numerous challenges we face in our industry.

Health and Safety

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In furtherance of this objective, we provide regular training on the Code for our employees to identify and prevent misconduct, and the Code requires that employees report situations that violate our policies and/or negatively impact our work environment.

In addition, we maintain the BWXT Ethics Helpline to allow employees to report any concerns

relating to ethics or other concerns confidentially and, if they choose, anonymously.

In addition, we maintain the BWXT Ethics Helpline to allow employees to report any concerns relating to ethics or other concerns confidentially and, if they choose, anonymously.

We investigate and take prompt action to correct conduct that is inconsistent with our Code and other policies.

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Government has historically fulfilled its contractual agreement to reimburse its contractors for covered claims, and we expect it to continue this process during our participation in the management and operation of these facilities.

However, in most of these situations in which the U.S.

However, in most of these situations in which the

Government is contractually obligated to pay, the payment obligation is subject to the availability of authorized government funds.

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Receivables for reinsurance coverage are recognized when realization is deemed probable.

We may also have business reasons

in the future to have our insurance subsidiary accept other risks that we cannot or do not wish to transfer to outside insurance companies.

We may also have business reasons in the future to have our insurance subsidiary accept other risks that we cannot or do not wish to transfer to outside insurance companies.

These risks may be considerable in any given year or cumulatively.

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Governmental Regulations

Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to:

Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental laws, regulations and presidential executive orders, including those relating to:

• possessing and processing special nuclear materials;

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• protecting the environment;

• dividends, repurchasing shares and executive compensation.

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations.

The kinds of permits, licenses and certificates required in our operations depend upon a number of factors.

We cannot determine the extent to which new legislation, new regulations or changes in existing laws or regulations may affect our future operations.

We cannot determine the extent to which new legislation, regulations or presidential executive orders or changes in existing laws, regulations or presidential executive orders may affect our future operations.

Environmental

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The AEC was the predecessor to the NRC.

The SLDA was used for the disposal of waste from NUMEC's nuclear fuels fabrication facility in Apollo, Pennsylvania.

The SLDA was used for the disposal of waste from NUMEC's nuclear fuels fabrication facility in

Apollo, Pennsylvania.

Both radioactive and non-radioactive waste was disposed in a series of trenches at the SLDA.

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In connection with BWXT's acquisition of NUMEC from ARCO in November 1971, ARCO assumed and agreed to indemnify and hold harmless BWXT with respect to claims and liabilities arising as a result of transactions or operations of NUMEC prior to the acquisition date.

Although this ARCO indemnity would cover claims by the Army Corps to seek recovery from BWXT for SLDA cleanup costs,

no assurance can be given that this indemnity will be available or sufficient in the event such claims are asserted.

Although this ARCO indemnity would cover claims by the Army Corps to seek recovery from BWXT for SLDA cleanup costs, no assurance can be given that this indemnity will be available or sufficient in the event such claims are asserted.

For additional discussion of environmental matters, see Note 10 to our consolidated financial statements included in this Report.

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As a contractor to the U.S.

Government, such risks include, without limitation, budget uncertainty, the risk of future budget cuts, the impact of continuing resolution funding mechanisms and the debt ceiling, the potential for government shutdowns and changing funding and acquisition priorities.

Government, such risks include, without limitation, budget uncertainty, the risk of future budget cuts, the impact of continuing resolution funding mechanisms and the debt ceiling, the risk of government shutdowns, including program cancellations, schedule delays, production halts and other disruptions and nonpayment, and changing funding and acquisition priorities.

Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business