Form 8-K

8-K — Babcock & Wilcox Enterprises, Inc.

Accession: 0001104659-26-061321

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001630805

SIC: 3433 (HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2614629d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614629d1_ex99-1.htm)

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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

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)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614629d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

News

Release

Babcock &

Wilcox Enterprises Announces Proposed Public Offering of Common Stock

(AKRON, Ohio –

May 14, 2026) - Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced the

commencement of an underwritten public offering of $200 million of its common stock (the “Offering”). The Company expects

to grant the underwriters a 30-day option to purchase up to an additional 15% of its common stock sold in the proposed offering. All

of the shares in the Offering are being offered by B&W. The Offering is subject to market and other conditions, and there can be

no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

The Company expects

to use the net proceeds of this Offering to prepay amounts outstanding under its Credit Agreement and subsequently reborrow such amounts

under its Credit Agreement and use any such reborrowed amounts to fund project-related capital and working capital needs to influence

steam turbine and boiler production capacity, support growth initiatives, including AI data center power generation projects and BrightLoopTM

technology commercialization, potential acquisitions of aftermarket or other energy businesses, strengthen our balance sheet and for

general corporate purposes.

B. Riley Securities

is serving as the lead book-running manager for the Offering. Craig-Hallum and Lake Street Capital Markets are acting as joint book-running

managers for the Offering.

The shares of common

stock will be offered under the Company’s shelf registration statement on Form S-3, which was declared effective by the Securities

and Exchange Commission (“SEC”) on April 8, 2025. The Offering will be made only by means of the preliminary prospectus supplement

dated May 14, 2026 and the accompanying base prospectus dated April 8, 2025, as may be further supplemented by any free writing prospectus

and/or pricing supplement that the Company may file with the SEC. Copies of the preliminary prospectus supplement and the accompanying

base prospectus and any free writing prospectus and/or pricing supplement for the offering may be obtained on the SEC’s website

at www.sec.gov, or by contacting B. Riley Securities, Inc. at 1655 Fort Myer Drive, Suite 1200, Arlington, Virginia 22209, Attention:

Syndicate Prospectus Department, by telephone at 703-312-9580 or by email at prospectuses@brileysecurities.com. The final terms of the

proposed Offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release

shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of these securities

in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release

contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other

than statements of historical or current fact included in this release are forward-looking statements. These forward-looking statements

include, without limitation, statements regarding the Company’s public offering of common stock and intended use of net proceeds.

You should not place undue reliance on these statements. Forward-looking statements include words such as “expect,” “intend,”

“plan,” “likely,” “seek,” “believe,” “project,” “forecast,” “target,”

“goal,” “potential,” “estimate,” “may,” “might,” “will,” “would,”

“should,” “could,” “can,” “have,” “due,” “anticipate,” “assume,”

“contemplate,” “continue” and other words and terms of similar meaning in connection with any discussion of the

timing or nature of future operational performance or other events.

The forward-looking

statements included herein are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking

statement as a result of new information, future events, or otherwise, except as required by law. These forward-looking statements are

based on management’s current expectations and involve a number of risks and uncertainties, including, but not limited to: the

potential for future conditions that could raise substantial doubt as to our ability to continue as a going concern, which has occurred

in the past; our obligation to refinance or repay our 6.50% Senior Notes due 2026 prior to their maturity; risks associated with contractual

pricing in our industry; disputes with customers with long-term contracts; the performance of third parties’ and subcontractors’

on whom we rely; disruptions at our or third-party manufacturing facilities; our ability to execute our growth strategy; our evaluation

of strategic alternatives; our ability to deliver our backlog on time or at all; professional liability, product liability, warranty

or other claims; inadequate insurance coverage; our ability to compete successfully against current and future competitors; our development

of new products; cyclical and economic impacts on demand for our products; compliance with government regulations; legislative and regulatory

developments impacting our business; supply chain issues; the financial and other covenants in our debt agreements; our ability to maintain

adequate bonding and letter of credit capacity; impairment to our goodwill or other indefinite-lived intangible assets; our exposure

to credit risk; disruptions in, or failures of, our information technology systems, including those related to cybersecurity; failure

to comply with data and privacy laws, regulations and standards, or if we fail to properly maintain the integrity of our data, protect

our proprietary rights to our systems or defend against cybersecurity attacks, we may be subject to government or private actions due

to breaches; failure to protect our intellectual property rights, or inability to obtain or renew licenses to use intellectual property

of third parties; uncertainty over tariffs and their impacts; sanctions and export controls; international political, economic and other

uncertainties; fluctuations in the value of foreign currencies could harm our profitability; volatility of the market price and trading

volume of our common stock; dilution of our common shareholders’ ownership or voting power; the significant influence of B. Riley

over us; anti-takeover provisions in our corporate documents; changes in tax rates or tax law; our ability to use NOL and certain tax

credits; failure to maintain effective internal control over financial reporting; new accounting pronouncements or changes in existing

accounting standards and practices; our ability to attract and maintain key personnel; our relationship with labor unions; pension and

medical expenses associated with our retirement benefit; natural disasters or other events beyond our control; and the risks and uncertainties

described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K and Part II, Item 1A our

Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports we

file with the SEC.

These forward-looking

statements are made based upon detailed assumptions and reflect management’s current expectations and beliefs. While we believe

that these assumptions underlying the forward-looking statements are reasonable, forward-looking statements are subject to uncertainties

and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties

and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements.

About Babcock

& Wilcox Enterprises

Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises, Inc., is a leader in energy and environmental

products and services for power and industrial markets worldwide. Follow us on LinkedIn and learn more at babcock.com.

# # #

Investor Contact:

Media Contact:

Cameron Frymyer, Chief Financial Officer

Ryan Cornell, Public Relations Lead

Babcock & Wilcox Enterprises, Inc.

330.860.6176 | investors@babcock.com

330.860.1345 | rscornell@babcock.com

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