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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 14, 2026

 

BABCOCK & WILCOX ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

 

DELAWARE   001-36876   47-2783641
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

1200 EAST MARKET STREET, SUITE 650
AKRON
, OHIO
  44305
(Address of principal executive offices)   (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (330) 753-4511

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading
Symbol
  Name of Each Exchange on which
Registered
Common stock, $0.01 par value per share   BW   New York Stock Exchange
7.75% Series A Cumulative Perpetual Preferred Stock   BW PRA   New York Stock Exchange
6.50% Senior Notes due 2026   BWNB   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On May 14, 2026, the Company issued a press release announcing the commencement of an underwritten public offering (the “Offering”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). A copy of the press release is attached hereto as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

  

The information in this Item 7.01, including Exhibits 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

 

Forward-Looking Statements

 

The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains “forward-looking” statements as defined by the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties. For a more complete discussion of these risk factors, see our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1 Press Release dated May 14, 2026
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  BABCOCK & WILCOX ENTERPRISES, INC.
     
May 14, 2026 By: /s/ Cameron Frymyer
    Cameron Frymyer
    Executive Vice President and Chief Financial Officer
(Principal Accounting Officer and Duly Authorized Representative)