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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-24 · 50 added, 50 removed, 142 unchanged (41% of the section changed)

13 unchanged sentences

Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have excluded Kinectrics Holdings, Inc.

and its subsidiaries, acquired on May 20, 2025, from our assessment of internal control over financial reporting.

Those financial statements constitute 16.3% and 7.1% of the total assets and revenues, respectively, of our consolidated financial statement amounts as of and for the year ended December 31, 2025.

This assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of BWX Technologies, Inc.:

To the Shareholders and the Board of Directors of BWX Technologies, Inc.:

Opinion on Internal Control over Financial Reporting

3 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 23, 2026, expressed an unqualified opinion on those financial statements.

As described in Management's Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Kinectrics, Inc., which was acquired on May 20, 2025, and whose financial statements constitute 16.3% and 7.1% of the total assets and revenues, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at Kinectrics, Inc..

Basis for Opinion

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

/S/ DELOITTE & TOUCHE LLP

3 unchanged sentences

Rule 10b5-1 Trading Arrangements

During the year ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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3.1 Restated Certificate of Incorporation of the Company, dated May 14, 2019 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on May 17, 2019 (File No.

3.2 Certificate of Amendment to Restated Certificate of Incorporation of BWX Technologies, Inc.

dated May 5, 2025 (incorporated by reference to Exhibit 3.1 to the Company's correct report on Form 8-K filed with the SEC on May 3, 2025 (File No.

3.3 Amended and Restated Bylaws, effective August 2, 2023 (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.

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4.5 Form of 4.125% Senior Notes due 2029 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on April 13, 2021 (File No.

10.1 Amended and Restated Credit Agreement, dated as of October 12, 2022, among BWX Technologies, Inc.

as borrower, Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 12, 2022 (File No.

10.2 Tax Sharing Agreement dated as of June 7, 2010 between J.

Ray Holdings, Inc.

and Babcock & Wilcox Holdings, Inc.

(incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No.

10.3 Tax Sharing Agreement, dated as of June 8, 2015, by and between the Company and Babcock & Wilcox Enterprises, Inc.

(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.

4.6 Indenture, dated November 10, 2025, between BWX Technologies, Inc., the Guarantors from time to time party thereto and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2025 (File No.

4.7 Form of Global Note representing BWX Technologies, Inc.’s 0% Convertible Senior Notes due 2030 (included within Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2025 (File No.

Number Description

10.4 Cooperative Agreement, dated as of April 12, 2013, between Babcock & Wilcox mPower, Inc.

and the United States Department of Energy (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 15, 2013 (File No.

4.8 Supplemental Indenture No.

2, dated as of May 25, 2022, between Citadel Capital Corporation, Cunico Corporation and U.S.

Bank Trust Company, National Association, as Trustee under the indenture, dated as of June 12, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No.

4.9 Supplemental Indenture dated as of May 25, 2022, between Citadel Capital Corporation, Cunico Corporation and U.S.

Bank Trust Company, National Association, as Trustee under the indenture, dated as of April 13, 2021 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No.

4.10 Supplemental Indenture No.

2, dated as of February 10, 2025, between BWX Technologies, Inc., BWXT Ordnance Tennessee, Inc.

Bank Trust Company, National Association, as a Trustee under the Indenture, dated as of April 13, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No.

4.11 Supplemental Indenture No.

3, dated as of February 10, 2025, between BWX Technologies, Inc., BWXT Ordnance Tennessee, Inc.

Bank Trust Company, National Association, as a Trustee under the Indenture, dated as of June 1 2 , 202 0 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No.

4.12 Supplemental Indenture No.

3, dated as of August 28, 2025, between BWX Technologies, Inc., certain of its consolidated subsidiaries and U.S.

4.13 Supplemental Indenture No.

4, dated as of August 28, 2025, between BWX Technologies, Inc., certain of its consolidated subsidiaries and U.S.

Bank Trust Company, National Association, as a Trustee under the Indenture, dated as of June 12, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (File No.

10.1 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 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on November 10, 2025 (File No.

10.2* BWX Technologies, Inc.

Executive Incentive Compensation Plan as amended and restated July 1, 2015 (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.

Executive Incentive Compensation Plan as amended and restated as of January 1st, 2024.

10.3* Supplemental Executive Retirement Plan of BWX Technologies, Inc.

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2020 Omnibus Incentive plan (incorporated by reference to Appendix B to the Company's Proxy Statement, dated March 17, 2020 (File No.

10.13* Form of Restricted Stock Unit Grant Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.14* Form of 2020 Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

10.15* Form of 2020 Performance Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

10.16* Form of 2021 Performance Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No.

10.17* Form of 2021 Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No.

10.18* Form of 2022 Performance Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.

10.19* Form of 2022 Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.

10.10* Form of Director and Officer Indemnification Agreement entered into between the Company and each of its directors and selected officers effective July 1, 2015 (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.

10.21 Joinder Agreement, dated as of May 24, 2019, between BWXT Advanced Technologies LLC and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.

Number Description

10.22 Joinder Agreement, dated as of February 13, 2020, between Laker Energy Products Ltd.

and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.23 Joinder Agreement, dated as of July 9, 2020, between BWXT Mt.

Athos, LLC and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.24 Supplemental Indenture No.

2, dated as of May 25, 2022, between Citadel Capital Corporation, Cunico Corporation and U.S.

10.25 Supplemental Indenture No.

2, dated as of May 25, 2022, between Citadel Capital Corporation, Cunico Corporation and U.S.

10.26* Transition Agreement, dated November 4, 2021, between David S.

Black and the Company (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No.

10.27* Non-Competition and Non-Solicitation Agreement, dated July 15, 2022, between Joel W.

Duling and the Company (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.

10.28* Transition Agreement, dated August 19, 2022, between Richard W.

Loving and the Company (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.

10.29* Transition Agreement, dated December 29, 2022, between Thomas E.

McCabe and the Company (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

10.11* Form of 2023 Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.

6 unchanged sentences

10.18* Form of 2024 Restricted Stock Units Grant Agreement for Employees (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No.

19.1 Insider Trading Policy

10.19* Form of Stock Option Grant for Employees (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No.

10.20* Form of Performance Restricted Stock Unit Grant for Employees (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No.

10.21* Form of Restricted Stock Unit Grant for Employees (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No.

10.22* Transition Agreement dated May 12, 2025, between Robb Alan LeMasters and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No.

10.23* Transition Agreement effective as of November 4, 2025 between Ronald O.

Whitford, Jr.

and the Company.

19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company's annual report on Form 10-K for the year ended December 31, 2024 (File No.

21.1 Subsidiaries of the Registrant.

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31.2 Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer.

Number Description

32.1 Section 1350 certification of Chief Executive Officer.

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Geveden (Principal Executive Officer)

LeMasters Executive Vice President and Chief Financial Officer

LeMasters (Principal Financial Officer and Duly Authorized Representative)

Fitzgerald Vice President, Finance and Chief Accounting Officer

Fitzgerald (Principal Accounting Officer and Duly Authorized Representative)

Fitzgerald Senior Vice President and Chief Financial Officer

Fitzgerald (Principal Financial Officer and Duly Authorized Representative)

Gorman Vice President and Chief Accounting Officer

Gorman (Principal Accounting Officer and Duly Authorized Representative)

Bertsch Independent Board Chair

6 unchanged sentences

Melvin Director

/s/ Robert L.

Nardelli Director

/s/ Barbara A.

4 unchanged sentences

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 9A. Controls and Procedures