BWX TECHNOLOGIES, INC.

The Offers and the Solicitations (each as defined herein) will expire at 5:00 p.m., New York City time, on November 10, 2026, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). Holders must validly tender (and not validly withdraw) their Notes (as defined herein) and validly deliver (and not validly revoke) their Consents (as defined herein) at or prior to the Expiration Time in order to be eligible to receive the applicable Consideration (as defined herein). Tendered Notes may be withdrawn and Consents will be revoked upon the withdrawal of the related tendered Notes at any time at or prior to the Withdrawal Date (as defined herein), but not thereafter, subject to applicable law.

BWX Technologies, Inc., a Delaware corporation (“we,” “us” or the “Issuer”), is offering to purchase for cash (the “Offers”) from each holder and beneficial owner (each, a “Holder” and, collectively, the “Holders”), on the terms and subject to the conditions set forth in this Offer to Purchase and Consent Solicitation Statement (as it may be amended or supplemented from time to time and including the information incorporated by reference herein, this “Statement”), 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 each, a “Series”).

Concurrently with the Offers, the Issuer is soliciting (the “Solicitations”) from the Holders of each Series of Notes consents (“Consents”) to (i) eliminate substantially all of the restrictive covenants and certain events of default in each of (x) the indenture, dated as of June 12, 2020, pursuant to which the 2028 Notes were issued (as amended or supplemented, the “2028 Notes Indenture”) and (y) the indenture, dated as of April 13, 2021, pursuant to which the 2029 Notes were issued (as amended or supplemented, the “2029 Notes Indenture” and, together with the 2028 Notes Indenture, the “Indentures”) and (ii) accelerate the Issuer’s ability to satisfy and discharge the Indentures and any Notes that are not purchased in the Offers (collectively, the “Proposed Amendments”).

The following table summarizes the material economic terms of the Offers and the Solicitations:

Title of Notes	CUSIP	Outstanding Principal Amount
4.125% Senior Notes due 2028	05605H AB6 / U12213 AB7	$400,000,000
4.125% Senior Notes due 2029	05605H AC4 / U12213 AC5	$400,000,000

To view copie(s) of the Tender Offer document(s) please click on the link(s) below

Offer to Purchase and Consent Solicitation Statement

Any questions regarding procedures for tendering Notes or requests for additional copies of this Statement should be directed to the Tender and Information Agent.

Tender and Information Agent:

D.F. KING & CO., INC.

28 Liberty Street, 53rd Floor
New York, New York 10005

Banks and Brokers call: (212) 993-9750
All others, please call toll free: (800) 628-8532
By email: BWXT@dfking.com

Any questions regarding procedures for tendering Notes or delivering Consents or requests for additional copies of this Statement should be directed to the Tender and Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers and the Solicitations.

Any questions regarding the terms of the Offers and the Solicitations should be directed to the Dealer Manager.

The Sole Dealer Manager for the Offers and the Sole Solicitation Agent for the Solicitations is:

J.P. Morgan Securities LLC

Attention: Liability Management Desk
270 Park Avenue
New York, New York 10017
Collect: (212) 834-7489
Toll-Free: (866) 834-4666