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In November 2025, BWX Technologies $BWXT sold $1.25B of 0% convertible notes due November 2030 and used $830.8M of the proceeds to repay its old credit facility. The conversion price is $262.51/share, 80.2% above $145.70, and $131.9M of capped calls offset dilution up to $396.24/share. Dilution has been minimal so far. Diluted shares have held at ~92M since 2023, helped by small buybacks ($30M in 2025). But stock comp rose to $20.1M in H1 2026 from $13.7M a year earlier, although it’s still only 1.1% of revenue, up from 0.9%. Management also said on the Q2 call it doesn’t plan buybacks in 2026, despite $347.6M left on the authorization, so nothing will offset the new shares. Even after paying ~$200M for Precision Components Group (PCG) on July 1, $BWXT’s leverage is within its 2-3x target: → Debt: $2.05B ($400M of 4.125% notes due June 2028, $400M of 4.125% notes due April 2029, and the $1.25B convert). → Cash and liquidity: $400M of cash and $1.7B of total liquidity, including an undrawn $1.25B revolver running to November 2030. → Leverage: 2.7x net debt to TTM adjusted EBITDA, or $1.65B of net debt on $602.1M of EBITDA. The $750M from selling its medical isotope business would cut leverage to 1.5x. → Ratings: Fitch BBB (investment grade) since September 2026; S&P BB+ and Moody’s Ba1, one notch below. → Other obligations: $152.0M of underfunded pension and retiree benefit plans. Net debt has hovered between $1.0B and $1.5B since 2023. $BWXT pays a dividend of $0.27/quarter ($1.08/year, a 0.7% yield), raised from $0.25 in February 2026. The company expects $5.5B of capital to deploy through 2030 at 2-3x leverage, with $3.5B left after capex and dividends. That’s what CFO Mike Fitzgerald said at $BWXT’s Investor Day on September 29, 2026, and he also put organic growth first for the $3.5B. But he said $BWXT is “not anchored to the same size of transactions” it has done before, and the deck lists “Disciplined Acquisitions” among the revenue drivers behind the 2030 targets. In other words, $BWXT has the track record and, once the medical sale closes, the balance sheet to go after its 2030 targets.

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