AI Earnings Predictions for Babcock & Wilcox Enterprises Inc. (BW)

bw-20261109

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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): November 9, 2026

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02 Results of Operations and Financial Condition

On November 9, 2026, the Company issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1 Press release dated November 9, 2026

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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.

November 9, 2026

By:

/s/ Cameron Frymyer

Cameron Frymyer

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Representative)

3

bw-20260511

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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 11, 2026

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02 Results of Operations and Financial Condition

On May 11, 2026, the Company issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1 Press release dated May 11, 2026

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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 11, 2026

By:

/s/ Cameron Frymyer

Cameron Frymyer

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Representative)

3

EX-99.1

2 tm267910d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

News Release

Babcock & Wilcox Reports Fourth Quarter and Full Year 2025 Results

·Revenue, Operating Income and EBITDA all ahead of street expectations

·Revenue in fourth quarter of $161.0 million

·Operating income in the fourth quarter of $12.2 million, compared to operating income of $2.6 million in the same period of 2024

·Adjusted EBITDA from Continuing Operations in the fourth quarter of $16.4 million, a 53% increase compared to the same period of 2024

·Parts & services revenues increased 17% in 2025, continuing to outperform expectations due to increased coal generation usage and higher baseload demand in North America

·Paid off outstanding bonds due February 2026 in December 2025

·Signed full notice to proceed for a $2.4 billion AI data center project

·Total global pipeline continues to grow and now exceeds $12.0 billion

·Continuing Operations Backlog of $2.8 billion, including the $2.4 billion data center project

·Significantly reduced debt on balance sheet, resulting in net debt of $119.7 million

Q4 2025 Continuing Operations Financial Highlights

·Revenue of $161.0 million, compared to revenue of $161.8 million in the fourth quarter of 2024

·Loss from Continuing Operations of $3.5 million, compared to a loss from Continuing Operations of $53.8 million in the fourth quarter of 2024

·Loss per share of $0.05, compared to a loss per share of $0.61 in the fourth quarter of 2024

·Adjusted EBITDA from Continuing Operations of $16.4 million, compared to Adjusted EBITDA from Continuing Operations of $10.7 million in the fourth quarter of 2024

Full Year 2025 Continuing Operations Financial Highlights

·Revenue of $587.7 million, compared to revenue of $581.0 million in 2024

·Loss from Continuing Operations of $32.8 million, compared to a loss from Continuing Operations of $104.3 million in 2024

·Loss per share of $0.45, compared to a loss per share of $1.30 in 2024

·Adjusted EBITDA from Continuing Operations of $43.7 million, compared to $21.2 million in 2024

·Backlog of $2.8 billion with the inclusion of recent data center project, a 470% increase compared to the end of 2024

(AKRON, Ohio – March 4, 2026) – Babcock & Wilcox Enterprises, Inc. ("B&W", "Babcock & Wilcox" or the "Company") (NYSE: BW) announced it has entered into an agreement for the full notice to proceed on a $2.4 billion project with Base Electron, backed by Applied Digital (NASDAQ: APLD), advancing the November 2025 limited notice to proceed for 1.2 GW of efficient natural gas technology for AI Factory campuses. The company also announced its financial results for the fourth quarter and full year 2025.

"During the fourth quarter of 2025, we delivered strong operating results while displaying continued core business momentum and achieving a substantial reduction of debt on our balance sheet," said Kenneth Young, B&W Chairman and Chief Executive Officer. "Adjusted EBITDA and Operating Income significantly outperformed consensus street expectations for the quarter. The improvements in our operating results demonstrate B&W's evolution and the notable strategic advancements we have made since 2024. Additionally, our core parts & services continued to excel in the fourth quarter, reflecting tailwinds from increased coal baseload generation usage due to higher demand from consumers, industrials and data centers. During the quarter we paid off the remaining bonds due in February 2026 and plan to pay off the December 2026 bonds in a timely fashion. We have reduced our senior debt levels and recently extended the maturity date of our Axos facility."

“Our full year 2025 results reflect the major strides that Babcock & Wilcox has taken in the past year. We have rightsized our balance sheet, reduced our debt, and continued to develop a robust pipeline and backlog supplemented by innovative new partnerships. We saw significant year-over-year increases in adjusted EBITDA and our core parts & services across 2025, indicating that the strategic actions we have implemented are delivering measurable bottom-line results. We continue to make progress in converting our global pipeline of identified project opportunities and we believe these results reflect a strong global demand for our technologies, underpinning our pipeline and outlook for sustained growth as we move into 2026."

"Building on our strong financial results, our announcement of full notice to proceed on our project with Base Electron is an exciting step forward as B&W further expands into power generation for the rapidly evolving AI Data Center space," Young said. “We believe that our proven and previously installed natural gas-fired boilers and related technologies – as well as steam turbines supplied through an agreement with Siemens Energy – will provide the reliable, high-capacity energy generation on the fast-track schedule that is required to meet the demand of the power grid today. We are in discussions on ot

bw-20250811

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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): August 11, 2025

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On August 11, 2025, the Company issued a press release announcing our financial results for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

On August 11, 2025, the Company posted an investor presentation on the investor relations section of its website at www.babcock.com. A copy of the presentation is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1

Press release dated August 11, 2025

99.2

Investor Presentation

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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.

August 11, 2025

By:

/s/ Cameron Frymyer

Cameron Frymyer

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Representative)

3

bw-20250512

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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 12, 2025

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On May 12, 2025, the Company issued a press release announcing our financial results for the quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

On May 12, 2025, the Company posted an investor presentation on the investor relations section of its website at babcock.com. A copy of the presentation is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1

Press release dated May 12, 2025

99.2

Investor Presentation

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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 12, 2025

By:

/s/ Cameron Frymyer

Cameron Frymyer

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Representative)

3

bw-20250331

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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): March 31, 2025

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On March 31, 2025, the Company issued a press release announcing our financial results for the fourth quarter and fiscal year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

On March 31, 2025, the Company posted an investor presentation on the investor relations section of its website at babcock.com. A copy of the presentation is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1

Press release dated March 31, 2025

99.2

Investor Presentation

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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.

March 31, 2025

By:

/s/ Cameron Frymyer

Cameron Frymyer

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Representative)

3

bw-20241112

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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): November 12, 2024

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On November 12, 2024, the Company issued a press release announcing our financial results for the quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

On November 12, 2024, the Company posted an investor presentation on the investor relations section of its website at babcock.com. A copy of the presentation is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1

Press release dated November 12, 2024

99.2

Investor Presentation

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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.

November 12, 2024

By:

/s/ Louis Salamone

Louis Salamone

Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative)

3

bw-20240808

0001630805FALSE00016308052024-08-082024-08-080001630805us-gaap:CommonStockMember2024-08-082024-08-080001630805bw:SeniorNotes8125Due2026Member2024-08-082024-08-080001630805bw:SeniorNotes650Due2026Member2024-08-082024-08-080001630805us-gaap:SeriesAPreferredStockMember2024-08-082024-08-08

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): August 8, 2024

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On August 8, 2024, the Company issued a press release announcing our financial results for the quarter ended June 30, 2024 and posted an investor presentation on the investor relations section of its website at babcock.com. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

On August 8, 2024, the Company posted an investor presentation on the investor relations section of its website at babcock.com. A copy of the presentation is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1

Press release dated August 8, 2024

99.2

Investor Presentation

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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.

August 8, 2024

By:

/s/ Louis Salamone

Louis Salamone

Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Duly Authorized Representative)

3

bw-20240509

0001630805FALSE00016308052024-05-092024-05-090001630805us-gaap:CommonStockMember2024-05-092024-05-090001630805bw:SeniorNotes8125Due2026Member2024-05-092024-05-090001630805bw:SeniorNotes650Due2026Member2024-05-092024-05-090001630805us-gaap:SeriesAPreferredStockMember2024-05-092024-05-09

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 9, 2024

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On May 9, 2024, the Company issued a press release announcing our financial results for the quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1

Press release dated May 9, 2024

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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 9, 2024

By:

/s/ Louis Salamone

Louis Salamone

Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative)

3

EX-99.1

2 tm2411570d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

News Release

Babcock & Wilcox Announces Increased Full-Year Adjusted EBITDA Target of $105 Million to $115 Million, New Contracts and Awards of approximately $500 Million Year-to-Date

·B&W’s 2024 contract signings and awards are approximately $500 million year-to-date, nearly double the amount in the same period last year

·Full-Year 2024 Adjusted EBITDA target increased to $105.0 million to $115.0 million, excluding BrightLoop™ and ClimateBright™ expenses

(AKRON, Ohio – April 10, 2024) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced today that year-to-date signed contracts and awards total approximately $500 million, nearly doubling the total value achieved during the same period in 2023. As a result, the Company has increased its Full-Year 2024 Adjusted EBITDA target to $105 million to $115 million excluding BrightLoop™ and ClimateBright™ expenses, an increase from its previous guidance of $100 million to $110 million, excluding BrightLoop™ and ClimateBright™ expenses.

“We believe that the global industrial and utility customers’ growing needs for increased and secure power generation, upgrades and enhancements, environmental technologies and renewable and hydrogen energy projects are reflected in our increased pipeline and recent contract awards,” said Kenneth Young, B&W’s Chairman and Chief Executive Officer. “In addition to our recently awarded $246 million gas conversion project, our Environmental, Renewable and Thermal segments also have received several projects with values ranging from $5 million to $20 million each. These are projects with solid margins which should impact our fourth quarter 2024 results and beyond.”

“As a result of these signings and commitments, we have increased our guidance to $105 million to $115 million in adjusted EBITDA, not including BrightLoop and ClimateBright expenses,” Young added. “Our success with winning a significant number of new contracts in the first 10 weeks of 2024, as well as our decision to increase our Full-Year 2024 EBITDA target, reflects our optimism about the successful execution of our revised business strategy and the overall strength of our business.”

“While risks are inherent in any project execution, our project performance continues to improve each quarter as we maneuver through challenges including global business conditions and supply chain and shipping pressures,” he said. “Through our operational improvements, we continue to mitigate risks on various projects and are focused on higher margin and higher quality projects across all of our businesses, and we expect to continue to see the impact of these improvements starting in Q4 2024 and beyond.”

About Babcock & Wilcox

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.

Forward-Looking Statements

B&W cautions that this release contains forward-looking statements, including, without limitation, statements relating to the Company’s bookings, business strategy, competitive position, and planned projects. 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. 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 release, and we undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

Non-GAAP Financial Measures

The Company uses non-GAAP

financial measures internally to evaluate its performance and in making financial and operational decisions. When viewed in conjunction with GAAP results, the Company believes that its presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting its financial condition and results of operations than GAAP measures alone. In addition to Adjusted EBITDA, in the fourth quarter of 2023, the Company introduced the non-GAAP financial measure of Adjusted EBITDA excluding BrightLoop™ and ClimateBright™. Management believes this measure is useful to investors because of the increasing importance of BrightLoop and ClimateBright to the future growth of the Company. Management uses EBITDA excluding BrightLoop and ClimateBright to assess the Company’s performance independent of these technologies. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for the Company’s related financial results prepared in

bw-20240314

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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): March 14, 2024

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On March 14, 2024, the Company issued a press release announcing our financial results for the fourth quarter and fiscal year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1

Press release dated March 14, 2024

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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.

March 14, 2024

By:

/s/ Louis Salamone

Louis Salamone

Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative)

3

bw-20231106

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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): November 6, 2023

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On November 9, 2023, the Company issued a press release announcing our financial results for the third quarter ended September 30, 2023. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On November 7, 2023, Dr. Naomi Boness was appointed to the board of directors (the “Board”) of the Company, effective November 9, 2023. The Board has determined that Dr. Boness qualifies as an “independent” director under applicable New York Stock Exchange rules. The size of the Board was increased from six to seven directors in connection with Dr. Boness’ appointment.

In connection with her appointment Dr. Boness is expected to receive an annual cash retainer and an annual stock award in accordance with the Company’s director compensation policy for non-employee directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2023. Dr. Boness will also enter into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. Pursuant to the terms of the indemnification agreement, the Company

EX-99.1

2 tm2323125d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

News Release

Babcock & Wilcox Enterprises Reports Second Quarter 2023 Results

•Company exceeded its Revenue and EBITDA expectations for the second quarter of 2023

•EBITDA growth strong despite significant investments in new renewable energy technologies

•BrightLoopTM hydrogen generation technology positioned for initial commercial operations commencing in the second half of 2024 with a potential of up to $1 billion in bookings by 2028

•Including BrightLoop, Pipeline expanded to over $9 billion in identified global project opportunities, from $8 billion previously

Q2 2023 Highlights and Outlook:

–Revenues of $305.2 million, a 38% improvement compared to the second quarter of 2022

–Net loss of $5.0 million, compared to a net loss of $3.0 million ($10.4 million loss when excluding a noncash pension benefit of $7.4 million) in the second quarter of 2022

–Loss per share of $0.10, compared to a loss per share of $0.07 ($0.11 loss per share when excluding a noncash pension benefit of $7.4 million) in the second quarter of 2022

–Consolidated adjusted EBITDA of $21.9 million, an improvement compared to $15.9 million in the second quarter of 2022 when excluding a non-recurring $7.0 million gain on sale of an asset

–Ending backlog of $566.5 million; projecting backlog growth to a range of $850.0 million to $1.0 billion by year-end 2023

–Reiterates Full Year 2023 Adjusted EBITDA target of $100.0 million to $120.0 million

(AKRON, Ohio – August 8, 2023) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced results for the second quarter of 2023.

"Our strong second quarter results were highlighted by consolidated revenue and adjusted EBITDA that exceeded Company expectations and an underlying improvement in revenue, adjusted EBITDA and net loss on a year-over-year basis. This reflects the continued progress against our strategic growth initiatives and positions us to achieve our full-year adjusted EBITDA targets,” said Kenneth Young, B&W’s Chairman and Chief Executive Officer. “We are making significant investments in renewable energy technologies to support future growth. We continue to convert our global pipeline into project opportunities and demonstrated another quarter of top-line improvement on a year-over-year and sequential basis. Our growth remains broad based as we posted a second consecutive quarter of double-digit revenue expansion on a year-over-year basis across all segments, highlighted by our Thermal and Renewable segments increasing 36% and 31% respectively."

“As we look forward to the remainder of the year, our outlook for new booking opportunities remains robust. We expect our backlog will experience significant growth, projected to range between $850.0 million to $1.0 billion through specific opportunities across all segments,” Young added. “Interest across our ClimateBrightTM decarbonization platform continues to develop as highlighted in the recent contract award from NorthStar Clean Energy, which is the first phase of a large-scale project to use our SolveBrightTM carbon dioxide capture process to convert a coal-fired power plant to biomass fuel. We are also excited about the continued progress to commercialize our BrightLoop hydrogen generation technology and pleased to report several key developments associated with the previously announced projects in Louisiana and Wyoming. To accelerate and ensure successful execution of our initial commercial projects, we have announced a dedicated BrightLoop organization, led by our Chief Strategy and Technology Officer Brandy Johnson. For our upcoming small- and medium-scale projects, we’ve outlined projected development plans with a timeline for initial hydrogen production starting in late 2024. We look forward to continuing to expand our BrightLoop commercial activities in the years ahead, with targeted bookings of approximately $1.0 billion by 2028, which represents less than 1% of the estimated global market for hydrogen production.”

“The traction we’ve experienced in customer adoption for our clean energy solutions follows the global demand we recognize for decarbonization technologies during this clean energy transition period. In addition, we continue to play a vital role in supporting global energy security and efficiency through our Thermal segment as we see continued global expansion, gas conversions, and strong parts and services opportunities.”

Q2 2023 Financial Summary

Consolidated revenues in the second quarter of 2023 were $305.2 million, a 38% improvement compared to the second quarter of 2022, primarily attributable to higher volumes in our Renewable segment due to B&W Renewable Service and our Solar-based business, higher overall volume in our Environmental segment and increasing Thermal segment volume due to a higher level of construction and parts activity. Net loss in the second quarter of 2023 was $5.0 million, compared to a net lo

EX-99.1

2 tm2315174d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

News Release

Babcock & Wilcox Enterprises Reports First Quarter 2023 Results

·Revenues, bookings, backlog, and Adjusted EBITDA significantly improved compared to the first quarter of 2022 and exceeded Company expectations

Q1 2023 Highlights and Outlook:

–Revenues of $257.2 million, a 26% improvement compared to the first quarter of 2022

–Net loss of $12.5 million, compared to a net loss of $8.7 million in the first quarter of 2022

–Loss per share of $0.18, compared to a loss per share of $0.14 in the first quarter of 2022

–Consolidated adjusted EBITDA of $14.2 million, compared to $12.5 million in the first quarter of 2022

–Bookings of $266 million, an 11% improvement compared to first quarter bookings in 2022

–Ending backlog of $663 million, over a 15% increase compared to backlog at the end of the first quarter of 2022

–Reiterates Full Year 2023 Adjusted EBITDA target of $100 million to $120 million

(AKRON, Ohio – May 10, 2023) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced results for the first quarter of 2023.

"We exceeded our first quarter expectations delivering strong results highlighted by increased volumes across our Renewable and Environmental segments, which helped drive consolidated revenue and adjusted EBITDA above expectations,” said Kenneth Young, B&W's Chairman and Chief Executive Officer. “Our parts and services bookings within all our segments was the highest since 2016. We also realized double digit revenue growth across all our segments. Our progress through the first quarter further supports the advancement of our strategic growth initiatives and positions us well to achieve our previously stated full-year adjusted EBITDA targets.”

“As we continue to execute our long-term strategic plans within our Renewable and Environmental businesses, we are pleased with the significant traction our BrightLoop™ technology has received to date. Most notably, we recently announced a commercial project with Black Hills Energy (BHE) in which B&W’s BrightLoop™ hydrogen generation technology was selected for a proposed project to produce hydrogen gas from coal and capture carbon dioxide emissions,” added Kenneth Young. “This project not only highlights the transformational technology we possess but also demonstrates utility market interest in our clean power production and carbon capture capabilities. We look forward to scaling this product offering and working in tandem with our customers to provide the solutions they need to enhance energy security and deliver efficient energy to their customers, while also significantly reducing green-house gas emissions.”

“While supply chain pressures continue, our success in qualifying additional suppliers has enabled us to capitalize on growing customer demand across all of our business segments and reinforces our expectations for an improved full-year performance. We remain committed to being a leader in the global clean energy transition and energy security and see continued opportunities for growth as we pursue our expanded pipeline of $8 billion in identified global project opportunities.”

Q1 2023 Financial Summary

Consolidated revenues in the first quarter of 2023 were $257.2 million, a 26% improvement compared to the first quarter of 2022, primarily attributable to higher volumes in our Renewable segment due to B&W Renewable parts and services and our project-based business, higher overall volume in our Environmental segment, increased Thermal segment volume and a higher level of construction activity. Net loss in the first quarter of 2023 was $12.5 million, compared to net loss of $8.7 million in the first quarter of 2022, primarily related to foreign exchange losses in the current period and non-cash expense related to pensions. Loss per share in the first quarter of 2023 was $0.18 compared to a loss per share of $0.14 in the first quarter of 2022. GAAP operating income in the first quarter of 2023 was $1.4 million compared to operating loss of $6.8 million in the first quarter of 2022. Adjusted EBITDA was $14.2 million compared to $12.5 million in the first quarter of 2022. Bookings in the first quarter of 2023 were $266 million, an 11% increase compared to first quarter bookings in 2022. Ending backlog was $663 million, over a 15% increase compared to backlog at the end of the first quarter of 2022. All amounts referred to in this release are on a continuing operations basis, unless otherwise noted. Reconciliations of net income, the most directly comparable GAAP measure, to adjusted EBITDA for the Company's segments, are provided in the exhibits to this release.

Babcock & Wilcox Renewable segment revenues were $100.1 million for the first quarter of 2023, an increase of 47% compared to $68.0 million in the first quarter of 2022. The increase in revenue is primarily due to higher volume of new-build projects and the increase in revenues associat

EX-99.1

2 tm239622d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

News Release

Babcock & Wilcox Enterprises Reports Fourth Quarter and Full Year 2022 Results

•Achieved 2022 Adjusted EBITDA of $72.4 million which exceeded analysts' consensus

•Reiterates Full Year 2023 Adjusted EBITDA target of $100 million to $120 million

•Annual Bookings increased to $908 million; highest since 2017

•Year-end backlog of $704 million, a 19% increase over 2021

•Pipeline expands to $8 billion of identified opportunities

•Generated $37 million in cash flow before financing activities in the fourth quarter 2022

Q4 2022 Highlights and Outlook:

–Revenues of $250 million, a 30% improvement compared to the fourth quarter of 2021

–Net income of $5.7 million, compared to $30.2 million in the fourth quarter of 2021, primarily related to non-cash items including a $15.2 million tax benefit and $7.8 million positive mark-to-market adjustment compared to 2021

–Earnings per share of $0.02 compared to $0.30 in the fourth quarter of 2021

–Consolidated adjusted EBITDA of $26.7 million, compared to $27.9 million in the fourth quarter of 2021

–Bookings in fourth quarter were $197.0 million, in line with strong bookings in the fourth quarter 2021

Full Year 2022 Highlights:

–Revenues of $889.8 million, a 23% improvement compared to 2021

–Net loss of $26.6 million, compared to net income of $31.5 million in 2021, including non-cash items of $31.1 million primarily related to provisions for income tax, mark-to-market and pension benefits

–Loss per share of $(0.43) compared to earnings per share of $0.26 in 2021

–Consolidated adjusted EBITDA of $72.4 million, compared to $70.6 million in 2021

–Bookings of $908 million, an increase of 17% compared to full year 2021 bookings

–Ending backlog of $704 million, a 19% increase compared to the end of 2021

(AKRON, Ohio – March 15, 2023) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced results for the fourth quarter and full year 2022.

"We delivered seasonally strong fourth quarter results, which improved significantly on a sequential basis, and enabled us to meet our revised adjusted EBITDA target for the full year 2022,” said Kenneth Young, B&W’s Chairman and Chief Executive Officer. “While industry challenges and the negative impacts of the global supply chain pressures remain, we are seeing strong customer demand across all our business segments coupled with significant backlog and bookings momentum which reinforce our conviction for an improved full-year performance and continued growth in 2023. Supported by a growing pipeline of quality projects within our backlog, B&W is well positioned to capitalize on the rising demand for thermal base load generation and clean energy technology solutions. The applications and opportunities for our new technologies are expanding as we continue our commercialization activities."

“More specifically, we are continuing to diversify our environmental and renewable businesses, leveraging our ClimateBrightTM decarbonization platform and the supportive industry legislation, and we look forward to providing our partners with the technologies necessary to enable a more sustainable future,” Young added. “With our recent new-build award wins and notable project developments, we’re strategically positioning the Company to deploy these technologies at scale and further develop our suite of carbon-capture technologies.”

"Looking forward, our commitment to driving profitable growth and enhancing shareholder value through our strategic objectives remains consistent,” Young stated. “Given our current visibility for new booking opportunities, we reiterate our full-year 2023 adjusted EBITDA target of $100 million to $120 million. We remain excited about the growth prospects stemming from our robust pipeline of more than $8 billion of identified project and upgrade opportunities and continue to focus on becoming a leader in the global clean energy transition."

Q4 2022 Financial Summary

Consolidated revenues in the fourth quarter of 2022 were $249.9 million, a 30% improvement compared to the fourth quarter of 2021, primarily attributable to higher overall volumes and previously completed acquisitions, while partially offset by a lower level of construction activity in our Thermal segment. The continued inflationary pressures as well as the negative impacts on the global economy as a result of the ongoing Russia-Ukraine military conflict and other supply chain pressures continue to adversely impact each of our segments, causing shortages of supplies and materials and affecting the timing of revenue on several projects. We have taken steps to mitigate some of this impact by qualifying new alternative suppliers to expand our sourcing base. Net income in the fourth quarter of 2022 was $5.7 million, a decrease of $24.5 million compared to $30.2 million in the fourth quarter of 2021, primarily related to non-cash items including a $15.2 mill

bw-20221108

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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): November 8, 2022

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On November 8, 2022, the Company issued a press release announcing our financial results for the third quarter ended September 30, 2022. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On November 8, 2022, the Company posted a company overview presentation on the investor relations section of its website at babcock.com. A copy of the presentation is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1

Press Release dated November 8, 2022.

99.2

Company Overview

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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.

November 8, 2022 By:

/s/ Louis Salamone

Louis Salamone

Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative)

3

EX-99.1

2 tm2228995d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

News Release

Babcock & Wilcox Introduces 2023 Adjusted EBITDA Target and

Provides Revised 2022 Adjusted EBITDA Target; Sets Third Quarter 2022 Conference Call for Tuesday, November 8, 2022, at 5 p.m. ET

·Full Year 2023 Adjusted EBITDA target of $100 million to $120 million

·Full Year 2022 Adjusted EBITDA target reduced, now $70 million to $80 million, primarily due to global supply chain pressures and shortages caused by geopolitical issues and the war in Ukraine

·Demand remains strong with an expected third quarter ending backlog of $724 million and bookings of $226 million, over 30% improvement in both backlog and bookings compared to third quarter of 2021

·Fourth Quarter 2022 Adjusted EBITDA target of $25 million to $30 million

·Third Quarter 2022 earnings call and webcast set for Tuesday, November 8, 2022 at 5 p.m. ET

(AKRON, Ohio – October 27, 2022) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) today introduced a full year 2023 adjusted EBITDA target and outlook and announced a revised full year 2022 adjusted EBITDA target. Management will discuss financial results for the third quarter ended September 30, 2022 and outlook on a conference call and webcast on Tuesday, November 8, 2022, at 5 p.m. Eastern Time.

Despite near-term macroeconomic and geopolitical headwinds, demand

remains elevated, supported by a strong backlog and a robust pipeline of more than $7.5 billion of identified global project opportunities. The Company anticipates that full year 2023 adjusted EBITDA will range from $100 million to $120 million.

“We are seeing strong demand coupled with a significant backlog level. Looking forward, we remain confident in our visibility for new booking opportunities,” said B&W Chairman and Chief Executive Officer Kenneth Young. “This supports our expectations for continued growth in 2023 with our stated target of $100 million to $120 million in adjusted EBITDA.”

Full year 2022 adjusted EBITDA target is now expected to be $70 million to $80 million. This lowered adjustment reflects the delay of revenue recognition on certain projects, primarily due to global supply chain pressures and shortages caused by geopolitical issues and the war in Ukraine. The Company expects a stronger fourth quarter with adjusted EBITDA of $25 million to $30 million.

“While we continue to work relentlessly to mitigate the current market challenges that impacted our near-term expectations, we are seeing signs of recovery across all our segments,” Young continued. “Importantly, our revised target is not due to project performance-related issues but primarily the impact of the timing of projects, parts and services due to supply chain headwinds that impact our customers as well as B&W, thus deferring the expected timing of our revenue recognition. Domestically, we are seeing strong recovery towards a normalized trend in our Parts and Services business. We are also seeing signs of recovery from some of the global supply chain challenges affecting B&W and our customers.”

B&W Chairman and Chief Executive Officer, Kenneth Young, and B&W Chief Financial Officer, Louis Salamone, will discuss the Company’s third quarter 2022 results on Tuesday, November 8, 2022. A news release detailing the results is expected to be issued after the market closes the day of the conference call and webcast.

The listen-only audio of the conference call will be broadcast live

via the Internet on B&W’s Investor Relations site. The dial-in number for participants in the U.S. is (844) 200-6205; the dial-in number for participants in Canada is (833) 950-0062; the dial-in number for participants in all other locations is (929) 526-1599. The conference ID for all participants is 544177. A replay of this conference call will remain accessible in the investor relations section of the Company’s website for a limited time.

A reconciliation of adjusted EBITDA targets to the most comparable GAAP targets is not available without unreasonable efforts.

About Babcock & Wilcox

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.

Forward-Looking Statements

B&W cautions that this release contains forward-looking statements, including, without limitation, statements relating to the expected and potential impact of macroeconomic and geopolitical headwinds, expected demand for our products and projected backlog and project pipeline, the highly competitive nature of the Company’s businesses and ability to win work, including identified project opportunities in the pipeline, general economic and business conditions, including changes in interest rates and currency exchange rates, cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings, the

bw-20220308

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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): March 8, 2022

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3687647-2783641

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron,Ohio44305

(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 ClassTrading SymbolName of Each Exchange on which Registered

Common stock, $0.01 par value per shareBWNew York Stock Exchange

8.125% Senior Notes due 2026BWSNNew York Stock Exchange

6.50% Senior Notes due 2026BWNBNew York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred StockBW PRANew 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 2.02               Results of Operations and Financial Condition

On March 8, 2022, the Company issued a press release announcing our financial results for the fourth quarter ended December 31, 2021. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On March 8, 2022, the Company posted an investor presentation on the investor relations section of its website at babcock.com. A copy of the presentation is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1

Press Release dated March 8, 2022.

99.2 Investor Presentation

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

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.

March 8, 2022 By:

/s/ Louis Salamone

Louis Salamone

Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative)

3