BWNB / Babcock & Wilcox Enterprises, Inc. - Corporate Bond/Note - Depositi SEC, Relazione annuale, dichiarazione di delega

BABCOCK & WILCOX ENTERPRISES, INC.

  Exhibit 10.1   BABCOCK & WILCOX ENTERPRISES, INC.   2021 LONG-TERM INCENTIVE PLAN   (Amended and Restated as of March 12, 2026)   Babcock & Wilcox Enterprises, Inc., a Delaware corporation, sets forth herein the terms of its 2021 Long-Term Incentive Plan (Amended and Restated as of March 12, 2026), as follows:   1. PURPOSE   The Plan is intended to enhance the Company’s and its Affiliates’ abili

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Babcock & Wilcox Enterprises, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value of $0.01 per share, issuable pursuant to the Registrant's 2021 Long-Term I

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 20, 2026

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 20, 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) (C

As filed with the Securities and Exchange Commission on May 22, 2026

As filed with the Securities and Exchange Commission on May 22, 2026 Registration No.

As filed with the Securities and Exchange Commission on May 21, 2026

As filed with the Securities and Exchange Commission on May 21, 2026 Registration No.

BABCOCK & WILCOX ENTERPRISES, INC. 1200 E. Market Street, Suite 650 Akron, OH 44305

BABCOCK & WILCOX ENTERPRISES, INC. 1200 E. Market Street, Suite 650 Akron, OH 44305 May 21, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: BABCOCK & WILCOX ENTERPRISES, INC. Request to Withdraw Registration Statement Form S-3 File No. 333-296096 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities A

Security Type

Calculation of Filing Fee Tables S-3 Babcock & Wilcox Enterprises, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36876 47-2783641 (State or other jurisdiction (Commission File (IRS Employer Identification No.) of incorporation or organization) Number) 1200 EAST MARKET STREET, SUITE 650 AKRON, OHIO

BABCOCK & WILCOX ENTERPRISES, INC. CONFLICT MINERALS REPORT YEAR ENDED DECEMBER 31, 2025

EXHIBIT 1.01 BABCOCK & WILCOX ENTERPRISES, INC. CONFLICT MINERALS REPORT YEAR ENDED DECEMBER 31, 2025 Introduction This Conflict Minerals Report (this "Report") has been prepared by management of Babcock & Wilcox Enterprises, Inc. In this Report, unless the context otherwise indicates, "B&W," "we," "us," the "Company" and "our" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiar

As filed with the Securities and Exchange Commission on May 20, 2026

As filed with the Securities and Exchange Commission on May 20, 2026 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 Babcock & Wilcox Enterprises, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry

Babcock & Wilcox Enterprises Announces Pricing of Common Stock Offering

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Announces Pricing of Common Stock Offering (AKRON, Ohio – May 15, 2026) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced that it priced an underwritten public offering of 10,810,811 shares of its common stock at a price to the public of $18.50 per share (the “Offering”), for gross proceeds of approximately $20

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

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) (C

BABCOCK & WILCOX ENTERPRISES, INC. COMMON STOCK UNDERWRITING AGREEMENT

  Exhibit 1.1    Execution Version   BABCOCK & WILCOX ENTERPRISES, INC. COMMON STOCK UNDERWRITING AGREEMENT   May 14, 2026   B. Riley Securities, Inc. As representative of the several underwriters   c/o B. Riley Securities, Inc. 1655 Fort Meyer Drive, 12th Floor Arlington, VA, 22209   Ladies and Gentlemen:   Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), proposes to is

10,810,811 Shares Babcock & Wilcox Enterprises, Inc. Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-283368 PROSPECTUS SUPPLEMENT (To prospectus dated April 8, 2025) 10,810,811 Shares Babcock & Wilcox Enterprises, Inc. Common Stock Babcock & Wilcox Enterprises, Inc. is offering 10,810,811 shares of our common stock, par value $0.01 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying prosp

SUBJECT TO COMPLETION, DATED MAY 14, 2026

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Babcock & Wilcox Enterprises Announces Proposed Public Offering of Common Stock

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

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

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) (C

1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 4, 2025, by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (together with any succ

bw-appliedxregistrationr 1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 4, 2025, by and between Babcock & Wilcox Enterprises, Inc.

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2026 Babcock & Wilcox Enterprises, Inc. All rights reserved.1 C O M PA N Y O V E R V I E W May 2026 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2026 Babcock & Wilcox Ente

bwiroverview-may2026v10 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-36876 BABCOCK & WILCO

Execution Version AMENDMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENT This Amendment and Joinder to Registration Rights Agreement (this “Amendment and Joinder”) is entered into as of March 18, 2026 (the “Effective Date”), by and among Base Electro

bw-appliedxamendmentandj Execution Version AMENDMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENT This Amendment and Joinder to Registration Rights Agreement (this “Amendment and Joinder”) is entered into as of March 18, 2026 (the “Effective Date”), by and among Base Electron, Inc.

1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE

bw-appliedxformofwarrant 1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Execution Version PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) entered into as of March 18, 2026 (the “Effective Date”), by and among APPLIED DIGITAL CORPORATION, Nevada corporation (

bw-appliedxpartialassign Execution Version PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) entered into as of March 18, 2026 (the “Effective Date”), by and among APPLIED DIGITAL CORPORATION, Nevada corporation (“Applied Digital”), BASE ELECTRON, INC.

Page 1 DESIGN-BUILD AGREEMENT This Design-Build Agreement (“Agreement”) is entered into as of February 26, 2026 (“Effective Date”) by and between Base Electron, Inc., a Nevada corporation having offices at 3811 Turtle Creek Blvd., Suite 2100, Dallas,

baseelectron-bwdesignxbu Page 1 DESIGN-BUILD AGREEMENT This Design-Build Agreement (“Agreement”) is entered into as of February 26, 2026 (“Effective Date”) by and between Base Electron, Inc.

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 EN

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

Babcock & Wilcox Enterprises Reports First Quarter 2026 Results

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Reports First Quarter 2026 Results •Revenue in the first quarter of $214.4 million, a 44% increase compared to the same period of 2025, ahead of consensus street expectations •Net loss from continuing operations was $79.6 million in the first quarter, of which $81.8 million was due to non-cash warrant and stock appreciation rights increased va

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 EN

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

ARS

ANNUAL REPORT 2025 www.babcock.com GLOBAL LEADER IN ENERGY AND ENVIRONMENTAL TECHNOLOGIES AND SERVICESUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         ) x Filed by the Registrant        ¨ Filed by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         ) x Filed by the Registrant        ¨ Filed by a Party other than the Registrant Check the appropriate box:  ¨ Preliminary Proxy Statement  ¨ Confidential, for Use of the Commission Only (as permit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

BABCOCK & WILCOX ENTERPRISES, INC. YEAR ENDED DECEMBER 31, 2025

Exhibit 21.1 BABCOCK & WILCOX ENTERPRISES, INC. SUBSIDIARIES YEAR ENDED DECEMBER 31, 2025 Name of Company Jurisdiction of Organization Percentage of Ownership Interest 1867BW, LLC Delaware 100 Americon Equipment Services, Inc. Delaware 100 Americon, LLC Delaware 100 B&W de Panama, Inc. Panama 100 Babcock & Wilcox A/S Denmark 100 Babcock and Wilcox ME Holdings Limited United Arab Emirates 100 Babco

PAGE 1 BABCOCK & WILCOX ENTERPRISES, INC. 1200 East Market Street Suite 650 Akron, OH 44305 December 22, 2025 Applied Digital Corporation 3811 Turtle Creek Blvd, Suite 2100 Dallas, TX 75219 Re: Amendment to Letter Agreement Reference is made to that

bwletteragreementamendme PAGE 1 BABCOCK & WILCOX ENTERPRISES, INC. 1200 East Market Street Suite 650 Akron, OH 44305 December 22, 2025 Applied Digital Corporation 3811 Turtle Creek Blvd, Suite 2100 Dallas, TX 75219 Re: Amendment to Letter Agreement Reference is made to that certain Letter Agreement, dated as of November 4, 2025 (the “Letter Agreement”), by and between Babcock & Wilcox Enterprises,

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 16, 2026 BABCOCK & WILCOX

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 16, 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)

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2026 Babcock & Wilcox Enterprises, Inc. All rights reserved.1 C O M PA N Y O V E R V I E W March 2026 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2026 Babcock & Wilcox En

bwiroverview-march2026vf B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-36876 BABCOCK & WILCOX ENT

Execution Version TENTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT This Tenth Amendment to Credit Agreement and Amendment to Security Agreement (this “Amendment”) is made as of February 25, 2026, by and among: BABCOCK & WILCOX

bw-axosxtenthamendmentto Execution Version TENTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT This Tenth Amendment to Credit Agreement and Amendment to Security Agreement (this “Amendment”) is made as of February 25, 2026, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

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 11, 2026

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 11, 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)

Babcock & Wilcox Receives Full Notice to Proceed on $2.4 Billion Power Generation Project for Base Electron to Supply Power to Applied Digital AI Factory Campuses - Project Will Deliver 1.2 GW of New Generation Capacity Through Four 300-MW Natural Ga

Exhibit 99.2 News Release Babcock & Wilcox Receives Full Notice to Proceed on $2.4 Billion Power Generation Project for Base Electron to Supply Power to Applied Digital AI Factory Campuses - Project Will Deliver 1.2 GW of New Generation Capacity Through Four 300-MW Natural Gas Boilers and Steam Turbine Generators - Siemens Energy Formally Released to Proceed with Steam Turbine Supply - Base Electr

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): February 26, 2026

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): February 26, 2026 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36876 47-2783641 (State or other jurisdiction of incorporatio

Babcock & Wilcox Reports Fourth Quarter and Full Year 2025 Results

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

Cautionary Statement Concerning Forward-Looking Information

Exhibit 99.3 Cautionary Statement Concerning Forward-Looking Information This document 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 document are forward-looking statements. You should not place undue reliance on these statements. Forward-looking sta

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): February 25, 2026

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): February 25, 2026 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36876 47-2783641 (State or other jurisdiction of incorporatio

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): January 21, 2026

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): January 21, 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

Babcock & Wilcox Enterprises, Inc. Appoints Dr. Homaira Akbari (Ph.D.) to Board of Directors

Exhibit 99.1 News Release Babcock & Wilcox Enterprises, Inc. Appoints Dr. Homaira Akbari (Ph.D.) to Board of Directors (AKRON, Ohio – January 27, 2026) – Babcock & Wilcox Enterprises, Inc. (B&W) (NYSE: BW) announced today that Dr. Homaira Akbari (Ph.D.) has been appointed to its Board of Directors, bringing the total to seven members. Dr. Akbari has served on the Board of Directors of over 25 publ

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): January 8, 2026

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): January 8, 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)

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): December 9, 2025

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): December 9, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36876 47-2783641 (State or other jurisdiction of incorporation

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 21, 2025

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 21, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

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 10, 2025 BABCOCK & WILC

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 10, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-36876 BABCOCK & W

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox Enterprises, Inc. All rights reserved.1 C O M PA N Y O V E R V I E W November 2025 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox

bwiroverview-november202 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .

Babcock & Wilcox Announces It Raised $67.5 Million Through its At-the-Market Equity Offering

Exhibit 99.1 News Release Babcock & Wilcox Announces It Raised $67.5 Million Through its At-the-Market Equity Offering · Company Pauses its ATM Based on Successful Completion of Raise · Includes $50 Million from a Single Fundamental Global Institutional Investor · Supports Growth into AI Factory and Data Center Opportunities (AKRON, Ohio – November 7, 2025) – Babcock & Wilcox Enterprises, Inc., (“

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 7, 2025

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 7, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation

Up to $200,000,000 Babcock & Wilcox Enterprises, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-283368 PROSPECTUS SUPPLEMENT (To prospectus dated April 8, 2025) Up to $200,000,000 Babcock & Wilcox Enterprises, Inc. Common Stock Babcock & Wilcox Enterprises, Inc., B. Riley Securities, Inc. (“B. Riley”) and Lake Street Capital Markets, LLC (“Lake Street” and together with B. Riley, the “Agents”) are parties to a sales agreement (the “Sales

BABCOCK & WILCOX ENTERPRISES, INC. COMMON STOCK At The Market Issuance Sales Agreement

Exhibit 1.1 BABCOCK & WILCOX ENTERPRISES, INC. COMMON STOCK At The Market Issuance Sales Agreement November 4, 2025 B. Riley Securities, Inc. 1300 North 17th Street, Suite 1300 Arlington, VA 22209 Lake Street Capital Markets, LLC 121 South 8th St, Suite 1000 Minneapolis, MN 55402 Ladies and Gentlemen: Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), confirms its agreemen

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 4, 2025

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 4, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation

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): October 31, 2025

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): October 31, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation

Babcock & Wilcox Announces AI Data Center Power Generation Solution and Signs LNTP with Applied Digital to Design and Install One Gigawatt of Electric Power

Exhibit 99.3 News Release Babcock & Wilcox Announces AI Data Center Power Generation Solution and Signs LNTP with Applied Digital to Design and Install One Gigawatt of Electric Power (AKRON, Ohio – November 4, 2025) – Babcock & Wilcox (B&W) (NYSE: BW) announced today that it has further solidified its entry into the AI Data Center power supply market utilizing efficient and available steam generat

Babcock & Wilcox Announces Full Redemption of Notes

Exhibit 99.4 Babcock & Wilcox Announces Full Redemption of Notes (AKRON, Ohio – November 4, 2025) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced today that we issued a notice of redemption (the “Redemption Notice”) for all $26 million aggregate principal amount outstanding of our 8.125% Senior Notes due 2026 (the “Notes”), which were issued pursuant to an indent

Babcock & Wilcox Announces Sale of Allen-Sherman-Hoff Business

Exhibit 99.2 News Release Babcock & Wilcox Announces Sale of Allen-Sherman-Hoff Business (AKRON, Ohio – November 4, 2025) – Babcock & Wilcox Enterprises, Inc., (“B&W,” or the “Company”) (NYSE: BW) announced it has sold its Allen-Sherman-Hoff (A-S-H) business to a subsidiary of Austria-based ANDRITZ for $29 million, subject to customary fees and adjustments. In conjunction with the transaction, B&W

# # #

Exhibit 99.1 News Release Babcock & Wilcox Announces AI Data Center Project and Reports Third Quarter 2025 Results • Signed limited notice to proceed for a more than $1.5 billion contract with Applied Digital to deliver and install one gigawatt of efficient energy for AI Data Center project • Strategic partnership announced with private equity fund, Denham Capital, to convert coal plants to natura

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): September 11, 2025

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): September 11, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporati

Babcock & Wilcox Enterprises Regains Compliance With NYSE Continued Listing Standard

Exhibit 99.1 Babcock & Wilcox Enterprises Regains Compliance With NYSE Continued Listing Standard (AKRON, Ohio – September 3, 2025) - Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced that on September 2, 2025, the Company received written confirmation from the New York Stock Exchange (the “NYSE”) that the Company’s average stock price for the 30-trading days ended A

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): September 3, 2025

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): September 3, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

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 28, 2025

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 28, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

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 21, 2025

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 21, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

Babcock & Wilcox Announces Results of Its Cash Tender Offers For Two Series of Notes

Exhibit 99.1 Babcock & Wilcox Announces Results of Its Cash Tender Offers For Two Series of Notes (AKRON, Ohio – August 15, 2025) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced today the expiration and results of its previously announced offers to purchase for cash (the “Cash Offers”) up to a maximum $70 million aggregate amount (the “Offer Cap”) of Tender Consi

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 15, 2025

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 15, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

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

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

Execution Version JOINDER AND SEVENTH AMENDMENT TO CREDIT AGREEMENT This Joinder and Seventh Amendment to Credit Agreement (this “Amendment”) is made as of May 19, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “B

final-seventhamendmentxx Execution Version JOINDER AND SEVENTH AMENDMENT TO CREDIT AGREEMENT This Joinder and Seventh Amendment to Credit Agreement (this “Amendment”) is made as of May 19, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

Execution Copy 4928-5552-6734 v.3 AMENDMENT TO CREDIT AGREEMENT This Amendment to Credit Agreement (this “Amendment”) is made as of June 18, 2025, by and among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”), the Persons n

babcockaxosjune2025amend Execution Copy 4928-5552-6734 v.3 AMENDMENT TO CREDIT AGREEMENT This Amendment to Credit Agreement (this “Amendment”) is made as of June 18, 2025, by and among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”), the Persons named on Schedule I hereto (the “Guarantors”), B. Riley Financial, Inc. (the “Specified Guarantor”), the LENDERS party hereto,

EXECUTION COPY NINTH AMENDMENT TO CREDIT AGREEMENT This Ninth Amendment to Credit Agreement (this “Amendment”) is made as of August 8, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”); the Persons named

inescrow-xfinalxxnintham EXECUTION COPY NINTH AMENDMENT TO CREDIT AGREEMENT This Ninth Amendment to Credit Agreement (this “Amendment”) is made as of August 8, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

Babcock & Wilcox Enterprises Reports Second Quarter 2025 Results

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Reports Second Quarter 2025 Results •31% increase in Global Parts & Services revenues compared to the second quarter of 2024, due to increased baseload generation usage and demand from artificial intelligence and data centers •Net Loss from Continuing Operations of $6.1 million •Adjusted EBITDA including Diamond Power International of $21.6 mi

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox Enterprises, Inc. All rights reserved.1 C O M PA N Y O V E R V I E W August 2025 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox E

bwiroverview-august2025 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .

EXECUTION COPY EIGHTH AMENDMENT TO CREDIT AGREEMENT This Eighth Amendment to Credit Agreement (this “Amendment”) is made as of July 3, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”); the Persons named

final-xeighthamendmentxx EXECUTION COPY EIGHTH AMENDMENT TO CREDIT AGREEMENT This Eighth Amendment to Credit Agreement (this “Amendment”) is made as of July 3, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-36876 BABCOCK & WILCOX

Babcock & Wilcox Closes Sale of its Diamond Power International Business

Exhibit 99.2 News Release Babcock & Wilcox Closes Sale of its Diamond Power International Business (AKRON, Ohio – July 31, 2025) – Babcock & Wilcox Enterprises, Inc. (NYSE: BW) announced today the closing of the previously announced sale of its Diamond Power International business to Austria-based Andritz AG for $177 million, subject to customary adjustments and expenses. About Babcock & Wilcox He

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): July 31, 2025

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): July 31, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (

BABCOCK & WILCOX ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATION

Exhibit 99.1 BABCOCK & WILCOX ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATION For year ended December 31, 2024 For quarter ended March 31, 2025 Company Historical Divestiture Group Company Historical Divestiture Group (in thousands, except per share amounts) as Reported Pro Forma as Reported Pro Forma Revenues $ 717,333 $ 98,238 $ 181,194 $ 25,389 Costs and expenses: Cost

First Amendment to Membership Interest, Share and Asset Purchase Agreement, dated July 31, 2025, by and among Andritz (USA) Inc., Andritz China Ltd., Andritz Canada Inc., Andritz AG, The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation, and Babcock & Wilcox Canada Corp.

Exhibit 10.2 FIRST AMENDMENT TO MEMBERSHIP INTEREST, SHARE AND ASSET PURCHASE AGREEMENT This First Amendment to Membership Interest, Share and Asset Purchase Agreement (this “Amendment”) is effective as of July 28, 2025, and amends that certain Membership Interest, Share and Asset Purchase Agreement dated as of June 4, 2025 (the “Agreement”) by and among (i) ANDRITZ (USA) INC., a Georgia corporati

Membership Interest, Share and Asset Purchase Agreement, dated June 4, 2025, by and among Andritz (USA) Inc., Andritz China Ltd., Andritz Canada Inc., The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation, and Babcock & Wilcox Canada Corp.#

Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]” Execution Version Membership Interest, Share and Asset Purchase Agreement by and among Andritz (U

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 3, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

Other Events

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): June 13, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (

Up to $50,000,000 Babcock & Wilcox Enterprises, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-283368 PROSPECTUS SUPPLEMENT (To prospectus dated April 8, 2025) Up to $50,000,000 Babcock & Wilcox Enterprises, Inc. Common Stock Babcock & Wilcox Enterprises, Inc., Lake Street Capital Markets, LLC (“Lake Street”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”, and together with Lake Street the “Agents”) are parties to a sales agreement (

Submission of Matters to a Vote of Security Holders

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): June 4, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

Financial Statements and Exhibits, Other Events

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): June 5, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

Babcock & Wilcox Commences Cash Tender Offer For Two Series of Notes

Exhibit 99.1 News Release Babcock & Wilcox Commences Cash Tender Offer For Two Series of Notes (AKRON, Ohio – June 5, 2025) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced today offers to purchase for cash (the “Cash Offers”) up to a maximum $70 million aggregate amount (the “Offer Cap”) of Tender Consideration (as defined below) of the Company’s 8.125% Senior No

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): June 4, 2025

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): June 4, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

Babcock & Wilcox Announces Agreement to Sell Its Diamond Power International Business

Exhibit 99.1 News Release Babcock & Wilcox Announces Agreement to Sell Its Diamond Power International Business - $177 million in total consideration subject to customary fees and adjustments - Industrial, utility and data center power demand is increasing globally - B&W now well-capitalized and poised to leverage growth in 2025 and beyond (AKRON, Ohio – June 5, 2025) – Babcock & Wilcox Enterprise

LETTER

June 4, 2025 Cameron Frymyer Executive Vice President and Chief Financial Officer Babcock & Wilcox Enterprises, Inc.

May 30, 2025

May 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549-7010 Attn: Andrew Blume Kevin Woody RE: Babcock & Wilcox Enterprises, Inc. Comment Letter dated May 6, 2025 Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 31, 2025 File No. 001-36876 Dear Mr. Blume and Mr. Woody, We hereb

BABCOCK & WILCOX ENTERPRISES, INC. CONFLICT MINERALS REPORT YEAR ENDED DECEMBER 31, 2024

EXHIBIT 1.01 BABCOCK & WILCOX ENTERPRISES, INC. CONFLICT MINERALS REPORT YEAR ENDED DECEMBER 31, 2024 Introduction This Conflict Minerals Report (this "Report") has been prepared by management of Babcock & Wilcox Enterprises, Inc. In this Report, unless the context otherwise indicates, "B&W," "we," "us," the "Company" and "our" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36876 47-2783641 (State or other jurisdiction (Commission File (IRS Employer Identification No.) of incorporation or organization) Number) 1200 EAST MARKET STREET, SUITE 650 AKRON, OHIO

Indenture, dated as of May 19, 2025, by and among Babcock & Wilcox Enterprises, Inc., certain of its subsidiaries, as guarantors, and GLAS Trust Company LLC, as trustee and collateral agent (including form of 8.75% Senior Secured Second Lien Notes due 2030).

Exhibit 4.1 This Instrument and the rights and obligations evidenced hereby, and any collateral security with respect thereto, are subordinate to the 1st Lien Obligations (as defined in the Intercreditor Agreement referred to below) and the liens securing the 1st Lien Obligations, respectively, in each case in the manner and to the extent set forth in that certain Intercreditor Agreement dated as

Security and Pledge Agreement, dated as of May 19, 2025, by and among Babcock & Wilcox Enterprises, Inc., GLAS Trust Company LLC and the other parties party thereto.

Exhibit 10.1 Execution Version This INSTRUMENT and the rights and obligations evidenced hereby, and any collateral security with respect thereto, are subordinate to the 1st Lien Obligations (as defined in the Intercreditor Agreement referred to below) and the liens securing the 1st Lien Obligations, respectively, in each case in the manner and to the extent set forth in that certain Intercreditor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 19, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

May 14, 2025

May 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Andrew Blume Kevin Woody RE: Babcock & Wilcox Enterprises, Inc. Comment Letter dated May 6, 2025 Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 31, 2025 File No. 001-36876 Dear Mr. Blume and Mr. Woody, Babcock

Babcock & Wilcox Enterprises Reports First Quarter 2025 Results

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Reports First Quarter 2025 Results •Announced a bond exchange of $131.8 million of bonds into $100.8 million of new five-year second lien notes •Revenue of $181.2 million and Operating Income of $5.9 million exceeded expectations •Adjusted EBITDA of $14.3 million significantly outperformed expectations •Achieved the highest Q1 bookings, revenu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36876 BABCOCK & WIL

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 EN

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

Babcock & Wilcox Announces Private Bond Exchanges to Reduce Outstanding Debt, Lower Annual Interest Expense and Extend Debt Maturity to 2030

News Release Babcock & Wilcox Announces Private Bond Exchanges to Reduce Outstanding Debt, Lower Annual Interest Expense and Extend Debt Maturity to 2030 (AKRON, Ohio – May 12, 2025) – Babcock & Wilcox Enterprises, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox Enterprises, Inc. All rights reserved.1 C O M PA N Y O V E R V I E W May 2025 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox Ente

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox Enterprises, Inc. All rights reserved.1 C O M PA N Y O V E R V I E W May 2025 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox Enterprises, Inc. All rights reserved.2 Babcock & Wilcox Enterprises, Inc. (“B&W Enterprises” or “B&W”) cautions that this presentation contains forward-l

Tilpas og benyt forsiden til venstre, eller vælg en eksisterende forside (forsiden til venstre vil ikke blive benyttet). Project Timber Closing binder 29 April 2025 Table of Contents Business Transfer Agreement Description Page Business Transfer Agre

Tilpas og benyt forsiden til venstre, eller vælg en eksisterende forside (forsiden til venstre vil ikke blive benyttet).

LETTER

May 6, 2025 Cameron Frymyer Executive Vice President and Chief Financial Officer Babcock & Wilcox Enterprises, Inc.

BABCOCK & WILCOX ENTERPRISES, INC. Unaudited CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND INFORMATION

Exhibit 99.1 BABCOCK & WILCOX ENTERPRISES, INC. Unaudited CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND INFORMATION On April 29, 2025, Babcock & Wilcox A/S (“BWAS”), a subsidiary of Babcock & Wilcox Enterprises, Inc. (the “Company”), sold a majority of its assets, including intellectual property, specific project contracts as well as related agreements with suppliers and certain tangible assets

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): April 29, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         ) x Filed by the Registrant        ¨ Filed by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         ) x Filed by the Registrant        ¨ Filed by a Party other than the Registrant Check the appropriate box:  ¨ Preliminary Proxy Statement  ¨ Confidential, for Use of the Commission Only (as permit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

ARS

ANNUAL REPORT GLOBAL LEADER IN ENERGY AND ENVIRONMENTAL TECHNOLOGIES AND SERVICES 2024UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

Babcock & Wilcox Enterprises Receives Continued Listing Standard Notice from NYSE Notice Has No Immediate Impact on the Listing or Trading of Babcock & Wilcox Common Stock

Exhibit 99.1 Babcock & Wilcox Enterprises Receives Continued Listing Standard Notice from NYSE Notice Has No Immediate Impact on the Listing or Trading of Babcock & Wilcox Common Stock (AKRON, Ohio – April 10, 2025) - Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced that on April 4, 2025, the Company received notice from the New York Stock Exchange (the “NYSE”) that

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): April 4, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (

Letter from Deloitte & Touche LLP dated April 10, 2025

Exhibit 16.1 April 10, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Babcock & Wilcox Enterprises, Inc.’s Form 8-K dated April 10, 2025, and have the following comments: 1. We agree with the statements made in the first sentence of the first paragraph, as well as the second, third, fourth, and fifth paragraphs. 2.

April 4, 2025

April 4, 2025 VIA EDGAR Eranga Dias Office of Manufacturing Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36876 BABCOCK & WILCOX E

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

Babcock & Wilcox Enterprises Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Reports Fourth Quarter and Full Year 2024 Results •Revenue from Continuing Operations in Q4 2024 of $200.8 million increased 15% Year over Year •Operating Income from Continuing Operations in Q4 2024 of $11.6 million increased $14.8 million compared to Q4 2023 •Announced Full Year 2024 Bookings from Continuing Operations of $889.6 million, a 3

1 CONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT (“Agreement”) is agreed upon as of the date last signed below by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation having an office at 1200 E. Market Street, Suite 650, Akron, OH 4

1 CONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT (“Agreement”) is agreed upon as of the date last signed below by and between Babcock & Wilcox Enterprises, Inc.

POLICY SUBJECT: Insider Trading POLICY NO: B&W 0800-09 REVISION NO: 4 EFFECTIVE DATE: 01/21/2025 INITIATOR: John J. Dziewisz SUPERSEDES: Revision 3 APPROVED BY: John J. Dziewisz POLICY OWNER: General Counsel PURPOSE: To express the Company's position

POLICY SUBJECT: Insider Trading POLICY NO: B&W 0800-09 REVISION NO: 4 EFFECTIVE DATE: 01/21/2025 INITIATOR: John J.

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox Enterprises, Inc. All rights reserved.1 C O M PA N Y O V E R V I E W March 31, 2025 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilco

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox Enterprises, Inc. All rights reserved.1 C O M PA N Y O V E R V I E W March 31, 2025 B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . © 2025 Babcock & Wilcox Enterprises, Inc. All rights reserved.2 Babcock & Wilcox Enterprises, Inc. (“B&W Enterprises” or “B&W”) cautions that this presentation contains for

EXECUTION COPY WAIVER AND FIFTH AMENDMENT TO CREDIT AGREEMENT This Waiver and Fifth Amendment to Credit Agreement (this “Amendment”) is made as of February 28, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borro

EXECUTION COPY WAIVER AND FIFTH AMENDMENT TO CREDIT AGREEMENT This Waiver and Fifth Amendment to Credit Agreement (this “Amendment”) is made as of February 28, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

EXECUTION COPY SIXTH AMENDMENT TO CREDIT AGREEMENT This Sixth Amendment to Credit Agreement (this “Amendment”) is made as of March 25, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”); the Persons named

EXECUTION COPY SIXTH AMENDMENT TO CREDIT AGREEMENT This Sixth Amendment to Credit Agreement (this “Amendment”) is made as of March 25, 2025, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

Rodney E. Carlson Vice President and Corporate Treasurer

Rodney E. Carlson Vice President and Corporate Treasurer

BABCOCK & WILCOX ENTERPRISES, INC. YEAR ENDED DECEMBER 31, 2024

Exhibit 21.1 BABCOCK & WILCOX ENTERPRISES, INC. SUBSIDIARIES YEAR ENDED DECEMBER 31, 2024 Name of Company Jurisdiction of Organization Percentage of Ownership Interest 1867BW, LLC Delaware 100 Americon Equipment Services, Inc. Delaware 100 Americon, LLC Delaware 100 B&W de Panama, Inc. Panama 100 B&W PGG Luxembourg Canada Holdings SARL Luxembourg 100 B&W PGG Luxembourg Finance SARL Luxembourg 100

PART I - REGISTRANT INFORMATION Babcock & Wilcox Enterprises, Inc. Full Name of Registrant Former Name if Applicable 1200 East Market Street, Suite 650 Address of Principal Executive Office (Street and Number) Akron, Ohio 44305 City, State and Zip Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC File Number Washington, D.C. 20549 001-36876 FORM 12b-25 CUSIP Number 05614L209 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra

Other Events

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, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

Amended and Restated Bylaws of Babcock & Wilcox Enterprises, Inc.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF BABCOCK & WILCOX ENTERPRISES, INC. Table of Contents Page Article I STOCKHOLDERS 1 Section 1.1 Annual Meetings 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meetings 1 Section 1.4 Fixing Date for Determination of Stockholders of Record 2 Section 1.5 List of Stockholders Entitled To Vote 3 Section 1.6 Adjournments 3 Section 1.7 Quorum 3 Section 1.

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): February 27, 2025

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): February 27, 2025 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

Other Events

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): December 11, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): December 2, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation

THIRD AMENDMENT TO CONSULTING AGREEMENT

Exhibit 99.1 THIRD AMENDMENT TO CONSULTING AGREEMENT This Third Amendment (the “Third Amendment”) to the Consulting Agreement between The Babcock & Wilcox Company (“B&W”) and Henry Bartoli (the “Consultant”) dated November 5th, 2020, amended on January 1, 2022 and on January 1, 2024 (collectively the “Consulting Agreement”) is effective as of January 1, 2025 (the “Effective Date”). RECITALS WHEREA

LETTER

November 26, 2024 Kenneth Young Chief Executive Officer Babcock & Wilcox Enterprises, Inc.

Form of Debt Securities Indenture.

    Exhibit 4.3       BABCOCK & WILCOX ENTERPRISES, INC.       INDENTURE   Dated as of , 20[]       [Trustee],   Trustee             TABLE OF CONTENTS       Page       ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 5 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. TH

Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Babcock & Wilcox Enterprises, Inc.

As filed with the Securities and Exchange Commission on November 21, 2024

As filed with the Securities and Exchange Commission on November 21, 2024 Registration No.

Babcock & Wilcox Enterprises Reports Third Quarter 2024 Results

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Reports Third Quarter 2024 Results •Announced divestiture of two assets as we continue to pursue strategic sales and debt refinancing to further improve the balance sheet and support future growth •Announced total YTD implied bookings of $810.5 million, including $543.9 million of bookings, a 27% increase compared to same period of 2023 •Exclu

Execution Version November 8, 2024 Babcock & Wilcox Enterprises, Inc. 1200 E. Market Street, Suite 650 Akron, Ohio 44305 Fourth Amendment Fee Letter Ladies and Gentlemen: Reference is made to (a) that certain Credit Agreement, dated as of January 18,

Execution Version November 8, 2024 Babcock & Wilcox Enterprises, Inc. 1200 E. Market Street, Suite 650 Akron, Ohio 44305 Fourth Amendment Fee Letter Ladies and Gentlemen: Reference is made to (a) that certain Credit Agreement, dated as of January 18, 2024 (as amended (including pursuant to the Fourth Amendment referred to below), modified, extended, restated, replaced, amended and restated, or sup

Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT This Fourth Amendment to Credit Agreement (this “Amendment”) is made as of November 8, 2024, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”); the Persons

Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT This Fourth Amendment to Credit Agreement (this “Amendment”) is made as of November 8, 2024, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

1 EXECUTION VERSION BABCOCK & WILCOX ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 10, 2024 among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), a

1 EXECUTION VERSION BABCOCK & WILCOX ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 10, 2024 among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and B. Riley Financial Inc., a Delaware corporation (the “Investor”), and each other Person who executes a Joinder as an “Other Holder” (collectively,

EXECUTION COPY SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (this “Amendment”) is made as of July 3, 2024, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”); the Persons named

EXECUTION COPY SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (this “Amendment”) is made as of July 3, 2024, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36876 BABCOCK &

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 8th day of November (the “Agreement Date”) and will become effective the 1st day of December 2024 (the “Effective Date”), by and betwee

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 8th day of November (the “Agreement Date”) and will become effective the 1st day of December 2024 (the “Effective Date”), by and between Babcock & Wilcox Enterprises, Inc.

EXECUTION COPY THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (this “Amendment”) is made as of August 7, 2024, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”); the Persons named

EXECUTION COPY THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (this “Amendment”) is made as of August 7, 2024, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

© 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. N O V E M B E R 1 2 , 2 0 2 4 COMPANY OVERVIEW © 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B

© 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. N O V E M B E R 1 2 , 2 0 2 4 COMPANY OVERVIEW © 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R S TAT E M E N T B&W Enterprises cautions that this presentation contains forward-looking statements within the meaning of federal securities laws

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): October 30, 2024

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): October 30, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation

Babcock & Wilcox Announces Closing of Previously Announced Sale of its Italian and Swedish Businesses

Exhibit 99.2 News Release Babcock & Wilcox Announces Closing of Previously Announced Sale of its Italian and Swedish Businesses (AKRON, Ohio – October 31, 2024) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced the closing of the previously announced sale of the Italy-based SPIG S.p.A. (SPIG) group of companies and Sweden-based Babcock & Wilcox Vølund AB — formerly

BABCOCK & WILCOX ENTERPRISES, INC. INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED PRO FORMA FINANCIAL INFORMATION

Exhibit 99.1 BABCOCK & WILCOX ENTERPRISES, INC. INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information, which is based upon estimates by our management, is presented for informational purposes only. It is not intended to be indicative of the actual consolidated

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): October 8, 2024

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): October 8, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

Babcock & Wilcox Reaches Agreement to Sell its Italian and Swedish Businesses

Exhibit 99.1 News Release Babcock & Wilcox Reaches Agreement to Sell its Italian and Swedish Businesses - B&W to receive approximately $40 Million in cash at closing, subject to customary adjustments and expenses - Action aligns with company’s stated strategy to reduce long-term debt and optimize capital structure (AKRON, Ohio – October 10, 2024) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the

BW / Babcock & Wilcox Enterprises, Inc. / CastleKnight Master Fund LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

US05614L4077 / BABCOCK and WILCOX ENTERPRISES INC SER A 7.75% PERP PFD / B. Riley Financial, Inc. - AMENDMENT NO. 18 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614L100 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-37

Independent Contractor Agreement, dated September 20, 2024, between Babcock & Wilcox Enterprises, Inc. and Kenny Young.

Exhibit 10.1 INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is effective as of 20th of September, 2024 by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation having an office at 1200 E. Market Street, Suite 650, Akron, OH 44305 (hereinafter called “B&W” or the “Company”) and OpenSky, LLC, an independent contractor with offices at 3939 Fordha

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): September 20, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporati

Other Events

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): September 9, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

---oOo---

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

© 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. A U G U S T 8 , 2 0 2 4 COMPANY OVERVIEW © 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R S

© 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. A U G U S T 8 , 2 0 2 4 COMPANY OVERVIEW © 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R S TAT E M E N T B&W Enterprises cautions that this presentation contains forward-looking statements within the meaning of federal securities laws. All

Babcock & Wilcox Enterprises, Inc. Long-Term Cash Incentive Plan (“LTCIP”) Summary Guide (2024) Effective January 1, 2024

Babcock & Wilcox Enterprises, Inc. Long-Term Cash Incentive Plan (“LTCIP”) Summary Guide (2024) Effective January 1, 2024 This Guide provides only a summary of key elements and the administration of The Babcock & Wilcox Long Term Cash Incentive Plan. Please be advised that this document and the financial goals set forth in this guide are strictly confidential and should not be disclosed outside of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-36876 BABCOCK & WILCOX

Babcock & Wilcox Enterprises Reports Second Quarter 2024 Results, Earnings Growth Driven By Strong Operating Performance

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Reports Second Quarter 2024 Results, Earnings Growth Driven By Strong Operating Performance •Revenue of $233.6 million, Net Income of $25.4 million, and Operating Income of $42.2 million, which exceeded expectations •Adjusted EBITDA of $23.3 million, $24.6 million excluding BrightLoopTM and ClimateBrightTM expenses, ahead of expectations •Reit

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

US05614L4077 / BABCOCK and WILCOX ENTERPRISES INC SER A 7.75% PERP PFD / B. Riley Financial, Inc. - AMENDMENT NO. 17 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614L100 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-37

Registration Rights Agreement, among Babcock & Wilcox Enterprises, Inc. and B. Riley Financial, Inc., dated July 11, 2024

Exhibit 5 EXECUTION VERSION BABCOCK & WILCOX ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 11, 2024 among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and B. Riley Financial Inc., a Delaware corporation (the “Investor”), and each other Person who executes a Joinder as an “Other Holder” (collec

Entry into a Material Definitive Agreement

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): July 11, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (

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): July 3, 2024 BABCOCK & WILCOX EN

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): July 3, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

BABCOCK & WILCOX ENTERPRISES, INC. INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BABCOCK & WILCOX ENTERPRISES, INC. INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information, which is based upon estimates by our management, is presented for informational purposes only. It is not intended to be indicative of the actual consolidated results of o

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): June 28, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (

Babcock & Wilcox Announces Agreement to Sell its Denmark-Based Renewable Parts and Services Subsidiary –B&W received $87 million cash at closing, subject to customary adjustments and fees –The sale aligns with B&W’s comprehensive business strategy to

News Release Babcock & Wilcox Announces Agreement to Sell its Denmark-Based Renewable Parts and Services Subsidiary –B&W received $87 million cash at closing, subject to customary adjustments and fees –The sale aligns with B&W’s comprehensive business strategy to reduce long-term debt and optimize capital structure –Company reiterates its Full Year 2024 Adjusted EBITDA target range of $105 million to $115 million, excluding BrightLoop™ and ClimateBright™ expenses (AKRON, Ohio – July 1, 2024) – Babcock & Wilcox Enterprises, Inc.

Other Events

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): June 10, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (

BABCOCK & WILCOX ENTERPRISES, INC. CONFLICT MINERALS REPORT YEAR ENDED DECEMBER 31, 2023

EXHIBIT 1.01 BABCOCK & WILCOX ENTERPRISES, INC. CONFLICT MINERALS REPORT YEAR ENDED DECEMBER 31, 2023 Introduction This Conflict Minerals Report (this "Report") has been prepared by management of Babcock & Wilcox Enterprises, Inc. In this Report, unless the context otherwise indicates, "B&W," "we," "us," the "Company" and "our" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36876 47-2783641 (State or other jurisdiction (Commission File (IRS Employer Identification No.) of incorporation or organization) Number) 1200 EAST MARKET STREET, SUITE 650 AKRON, OHIO

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 15, 2024

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 15, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

Regulation FD Disclosure, Financial Statements and Exhibits

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (Co

© 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. M A Y 9 , 2 0 2 4 CO M PA N Y OV E RV IEW © 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R

© 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. M A Y 9 , 2 0 2 4 CO M PA N Y OV E RV IEW © 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R S TAT E M E N T B&W Enterprises cautions that this presentation contains forward-looking statements within the meaning of federal securities laws. All

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 6, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (Co

EXECUTION COPY April 30, 2024 Babcock & Wilcox Enterprises, Inc. 1200 E. Market Street, Suite 650 Akron, Ohio 44305 First Amendment Fee Letter Ladies and Gentlemen: Reference is made to (a) that certain Credit Agreement, dated as of January 18, 2024

EXECUTION COPY April 30, 2024 Babcock & Wilcox Enterprises, Inc. 1200 E. Market Street, Suite 650 Akron, Ohio 44305 First Amendment Fee Letter Ladies and Gentlemen: Reference is made to (a) that certain Credit Agreement, dated as of January 18, 2024 (as amended (including pursuant to the First Amendment referred to below), modified, extended, restated, replaced, amended and restated, or supplement

EXECUTION COPY FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (this “Amendment”) is made as of April 30, 2024, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “ Borrower”); the Persons named

EXECUTION COPY FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (this “Amendment”) is made as of April 30, 2024, by and among: BABCOCK & WILCOX ENTERPRISES, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36876 BABCOCK & WIL

Babcock & Wilcox Enterprises Reports First Quarter 2024 Results

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Reports First Quarter 2024 Results •Exceeded expectations with Revenue of $207.6 million and Operating Income of $4.3 million •Increased Full Year 2024 Adjusted EBITDA target range to $105.0 million to $115.0 million, excluding BrightLoopTM and ClimateBrightTM expenses •Announced 2024 contract signings and awards of approximately $500.0 millio

BWSN / Babcock & Wilcox Enterprises, Inc. - Preferred Security / B. Riley Financial, Inc. - AMENDMENT NO. 16 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0204032-13da16brileybab.htm AMENDMENT NO. 16 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614L100 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc.

Sales Agreement, among Babcock & Wilcox Enterprises, Inc., B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC, dated April 10, 2024. (incorporated by reference to Exhibit 1.1 to Babcock & Wilcox Enterprises, Inc.’s Current Report on Form 8-K, filed with the SEC on April 10, 2024)

Exhibit 1.1 BABCOCK & WILCOX ENTERPRISES, INC. COMMON STOCK At Market Issuance Sales Agreement April 10, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 Seaport Global Securities LLC 360 Madison Avenue, 22nd Floor New York, NY 10017 Craig-Hallum Capital Group LLC 222 South 9th Street, Suite 350 Minneapolis, MN 55402 Lake Street Capital Markets, LLC 920 Second Av

Up to $50,000,000 Babcock & Wilcox Enterprises, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-260854 PROSPECTUS SUPPLEMENT (To prospectus dated November 22, 2021) Up to $50,000,000 Babcock & Wilcox Enterprises, Inc. Common Stock Babcock & Wilcox Enterprises, Inc. has entered into a sales agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”), Seaport Global Securities LLC (“Seaport Global”), Craig-Hallu

###

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 mi

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): April 10, 2024

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): April 10, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

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): April 10, 2024

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): April 10, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

ARS

2023 ANNUAL REPORT Global Leader in Energy and Environmental Technologies and Services UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3687

Clawback Policy.

Exhibit 97.1 BABCOCK & WILCOX ENTERPRISES, INC. DODD-FRANK CLAWBACK POLICY The Board of Directors (the “Board”) of Babcock & Wilcox Enterprises, Inc. (the “Company”), upon recommendation of the Compensation Committee (the “Compensation Committee”) of the Board, has adopted on November 7, 2023 the following Dodd-Frank Clawback Policy (this “Policy”), effective as of October 2, 2023 (the “Effective

Second Amendment to the Consulting Agreement between The Babcock & Wilcox Company and Henry Bartoli dated November 5, 2020, and is effective as of January 1, 2024 (incorporated by reference to Exhibit 10.46 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

SECOND AMENDMENT TO CONSULTING AGREEMENT This Second Amendment (the ”Second Amendment”) to the Consulting Agreement between The Babcock & Wilcox Company (“B&W”) and Henry Bartoli (the “Consultant”) dated November 5th, 2020 (“Consulting Agreement”) is effective as of January 1, 2024 (the “Effective Date”).

Fourth Amendment to Reimbursement Security Agreement and Consent Letter by and among Babcock & Wilcox Enterprises, Inc., MSD PCOF Partners XLV, LLC and B. Riley Financial, Inc., dated March 15, 2024 (incorporated by reference to Exhibit 10.68 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

Execution Version B. RILEY FINANCIAL, INC. 11100 Santa Monica Blvd Suite 800 Los Angeles, CA 90025 March 15, 2024 Babcock & Wilcox Enterprises, Inc. 1200 East Market Street Akron, Ohio 44305 Attention: Lou Salamone Re: Consent Letter relating to Fourth Amendment to Reimbursement Agreement Ladies and Gentlemen: Reference is made to (i) that certain Reimbursement, Guaranty and Security Agreement (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36876 BABCOCK & WILCOX E

© 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. M A R C H 1 5 , 2 0 2 4 COMPANY OVERVIEW © 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R S

bwinvestor © 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. M A R C H 1 5 , 2 0 2 4 COMPANY OVERVIEW © 2024 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R S TAT E M E N T B&W Enterprises cautions that this presentation contains forward-looking statements within the meaning of federal securities

Credit Agreement among Babcock & Wilcox Enterprises, Inc. and Axos Bank, dated as of January 18, 2024 (incorporated by reference to Exhibit 10.63 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

EXECUTION COPY CREDIT AGREEMENT Dated as of January 18, 2024 among BABCOCK & WILCOX ENTERPRISES, INC.

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 15, 2024 BABCOCK & WILCOX

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 15, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

Second Amendment to Letter of Credit Issuance and Reimbursement and Guaranty Agreement; Partial Release of Cash Collateral; and Agreement Regarding Revolving Credit, Guaranty and Security Agreement, dated as of November 30, 2023 (incorporated by reference to Exhibit 10.62 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

Third Amendment to the Executive Services Agreement between Babcock & Wilcox Enterprises, Inc. and BRPI Executive Consulting, LLC dated November 19, 2018, made and entered into as of December 29, 2023 (incorporated by reference to Exhibit 10.43 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876))

THIRD AMENDMENT TO EXECUTIVE SERVICES AGREEMENT This Third Amendment (the “Third Amendment”) to the Executive Services Agreement between Babcock & Wilcox Enterprises, Inc.

Security and Pledge Agreement among Babcock & Wilcox Enterprises, Inc., and Axos Bank, dated as of January 18, 2024 (incorporated by reference to Exhibit 10.64 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

EXECUTION COPY SECURITY AND PLEDGE AGREEMENT THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of January 18, 2024 among BABCOCK & WILCOX ENTERPRISES, INC.

Significant Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

Exhibit 21.1 BABCOCK & WILCOX ENTERPRISES, INC. SUBSIDIARIES YEAR ENDED DECEMBER 31, 2023 Name of Company Jurisdiction of Organization Percentage of Ownership Interest 1867BW, LLC Delaware 100 Americon Equipment Services, Inc. Delaware 100 Americon, LLC Delaware 100 B&W de Panama, Inc. Panama 100 B&W PGG Luxembourg Canada Holdings SARL Luxembourg 100 B&W PGG Luxembourg Finance SARL Luxembourg 100

Fee Letter (Supplement to the Credit Agreement) among Babcock & Wilcox Enterprises, Inc., and Axos Bank, dated January 18, 2024 (incorporated by reference to Exhibit 10.65 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

EXECUTION VERSION January 18, 2024 Babcock & Wilcox Enterprises, Inc. 1200 E. Market Street, Suite 650 Akron, Ohio 44305 Fee Letter Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of the date hereof (as amended, modified, extended, restated, replaced, amended and restated, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein an

Severance and Release of Claims Agreement made between The Babcock & Wilcox Company and its parent, subsidiary, related and affiliated entities, and Joseph Buckler, signed and dated November 20, 2023 (incorporated by reference to Exhibit 10.47 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

SEVERANCE AGREEMENT AND RELEASE OF CLAIMS This Severance Agreement and Release of Claims ("Agreement") is made and entered into by and between The Babcock & Wilcox Company, and its parent, subsidiary, related, and affiliated entities ("Company"), and Joseph Buckler ("Employee").

Fee and Reimbursement Agreement Babcock & Wilcox Enterprises, Inc. and B. Riley Financial, Inc., dated as of January 18, 2024 (incorporated by reference to Exhibit 10.67 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

Execution Version 1 47597714v16 B. RILEY FINANCIAL, INC. 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 Babcock & Wilcox Enterprises, Inc. 1200 E Market Street – Suite 650 Akron, OH 44305 USA January 18, 2024 Fee and Reimbursement Agreement Ladies and Gentlemen: This Fee and Reimbursement Agreement (this “Agreement”) is delivered in connection with that certain Guaranty, dated as the dat

Guaranty by B. Riley Financial, Inc. in favor of Axos Bank, in its capacity as administrative agent for the Secured Parties (as defined in the Credit Agreement) dated January 18, 2024 (incorporated by reference to Exhibit 10.66 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K filed March 15, 2024 (File No. 001-36876)).

EXECUTION COPY GUARANTY GUARANTY (this “Guaranty”), dated as of January 18, 2024, by B.

Babcock & Wilcox Enterprises Reports Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Reports Fourth Quarter and Full Year 2023 Results •Revenues from Continued Operations increased 18% Year over Year, led by double-digit revenue growth across all business segments •Reiterates Full Year 2024 Adjusted EBITDA target of $100.0 million to $110.0 million, excluding BrightLoopTM and ClimateBrightTM expenses •Completed new $150 millio

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

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

Other Events

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 12, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

BW / Babcock & Wilcox Enterprises, Inc. / Neuberger Berman Group LLC Passive Investment

SC 13G/A 1 formsc13ga-02122024070211.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common (Title of Class of Securities) 05614L209 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

BW / Babcock & Wilcox Enterprises, Inc. / B. Riley Financial, Inc. - AMENDMENT NO. 15 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614L100 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-37

Fee and Reimbursement Agreement, dated January 18, 2024, between B. Riley Financial, Inc. and Babcock & Wilcox Enterprises, Inc.

Exhibit 3 B. RILEY FINANCIAL, INC. 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 Babcock & Wilcox Enterprises, Inc. 1200 E Market Street – Suite 650 Akron, OH 44305 USA January 18, 2024 Fee and Reimbursement Agreement Ladies and Gentlemen: This Fee and Reimbursement Agreement (this “Agreement”) is delivered in connection with that certain Guaranty, dated as the date hereof (as amended,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 18, 2024 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation

Babcock & Wilcox Enterprises Announces New $150 Million Senior Secured Credit Facility; Reaffirmed Credit Rating of BB+

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Announces New $150 Million Senior Secured Credit Facility; Reaffirmed Credit Rating of BB+ · Establishes new revolving credit facility that replaces its prior facilities to enhance the Company’s liquidity and growth initiatives · Refinancing expected to provide annual interest cost savings of approximately $4 million · Company and its Senior U

BW / Babcock & Wilcox Enterprises, Inc. / FMR LLC Passive Investment

SCHEDULE 13G Amendment No.4 BABCOCK &WILCOX ENTERPRISES INC COMMON STOCK Cusip #05614L209 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #05614L209 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 3,551,682 Item 6: 0 Item 7: 3,553,092 Item 8: 0 Item 9: 3,553,092

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): December 29, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

BW / Babcock & Wilcox Enterprises, Inc. / B. Riley Financial, Inc. - AMENDMENT NO. 14 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea190652-13da14brileybab.htm AMENDMENT NO. 14 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614L100 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 1

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): December 8, 2023

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): December 8, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 30, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

© 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. N O V E M B E R 9 , 2 0 2 3 COMPANY OVERVIEW © 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O

© 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. N O V E M B E R 9 , 2 0 2 3 COMPANY OVERVIEW © 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R S TAT E M E N T B&W Enterprises cautions that this presentation contains forward-looking statements within the meaning of federal securities laws.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36876 BABCOCK &

Babcock & Wilcox Enterprises Reports Third Quarter 2023 Results and Announces Strategic Business Realignment

Exhibit 99.1 News Release Babcock & Wilcox Enterprises Reports Third Quarter 2023 Results and Announces Strategic Business Realignment •Improved continuing operations revenues and adjusted EBITDA compared to the third quarter of 2022, led by Thermal Revenues increasing 17% •Announced a commitment for a $150 million Senior Secured Credit facility refinancing •Signed memorandum of understanding “MoU

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation

BW / Babcock & Wilcox Enterprises Inc / FMR LLC Passive Investment

SCHEDULE 13G Amendment No.3 BABCOCK &WILCOX ENTERPRISES INC COMMON STOCK Cusip #05614L209 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #05614L209 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 8,041,073 Item 6: 0 Item 7: 8,041,891 Item 8: 0 Item 9: 8,041,891

Other Events

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): September 8, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-36876 BABCOCK & WILCOX

Section 1350 certification of Chief Financial Officer.

EXHIBIT 32.2 BABCOCK & WILCOX ENTERPRISES, INC. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Louis Salamone, Chief Financial Officer of Bab

© 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 2 SAFE HARBOR STATEMENT B&W Enterprises cautions that this presentation contains forward-looking statements within the meaning of federal securities law

Exhibit 99.2 © 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. AUGUST 8, 2023 COMPANY OVERVIEW © 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 2 SAFE HARBOR STATEMENT B&W Enterprises cautions that this presentation contains forward-looking statements within the meaning of federal securities laws. All statements other than statements of

Section 1350 certification of Chief Executive Officer.

EXHIBIT 32.1 BABCOCK & WILCOX ENTERPRISES, INC. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Kenneth M. Young, President and Chief Executiv

Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer.

EXHIBIT 31.2 CERTIFICATION I, Louis Salamone, certify that: 1.I have reviewed this quarterly report on Form 10-Q of Babcock & Wilcox Enterprises, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadin

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, 2023

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, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation)

Babcock & Wilcox Enterprises Reports Second Quarter 2023 Results

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 wi

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): June 26, 2023

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): June 26, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (

, 2023, by and among Babcock & Wilcox Enterprises, Inc. and PNC Bank, National Association, as administrative agent, lender and swing loan lender,

Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT TO REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of June 26, 2023, is entered into by and among BABCOCK & WILCOX ENTERPRISES, INC. (the “Borrower”), certain Guarantors from time to time party to the Credit Agreement referred to below (the “Guar

BABCOCK & WILCOX ENTERPRISES, INC. CONFLICT MINERALS REPORT YEAR ENDED DECEMBER 31, 2022

EXHIBIT 1.01 BABCOCK & WILCOX ENTERPRISES, INC. CONFLICT MINERALS REPORT YEAR ENDED DECEMBER 31, 2022 Introduction This Conflict Minerals Report (this "Report") has been prepared by management of Babcock & Wilcox Enterprises, Inc. In this Report, unless the context otherwise indicates, "B&W," "we," "us," the "Company" and "our" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36876 47-2783641 (State or other jur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36876 47-2783641 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation or organization) 1200 EAST MARKET STREET, SUITE 650 AKRON, OHIO

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 22, 2023

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 22, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

Certificate of Amendment of Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BABCOCK & WILCOX ENTERPRISES, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Babcock & Wilcox Enterprises, Inc., a corporation organized and existing under the laws of the State of Delawar

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 18, 2023

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 18, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-36876 BABCOCK & WILCO

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 10, 2023

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 10, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (C

Amendment No. 3 to Revolving Credit, Guaranty and Security Agreement, dated as of May 9, 2023, by and among Babcock & Wilcox Enterprises, Inc. and PNC Bank, National Association, as administrative agent, lender and swing loan lender, filed herein.

redacted-amend3xthirdame EXECUTION VERSION [Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and marked with asterisks ([***]).

Babcock & Wilcox Enterprises Reports First Quarter 2023 Results

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

© 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. M A Y 1 0 , 2 0 2 3 COMPANY OVERVIEW © 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R S TAT

Exhibit 99.2 © 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. M A Y 1 0 , 2 0 2 3 COMPANY OVERVIEW © 2023 Babcock & Wilcox Enterprises, Inc. All rights reserved. B A B C O C K & W I L C O X E N T E R P R I S E S , I N C . 2 S A F E H A R B O R S TAT E M E N T B&W Enterprises cautions that this presentation contains forward-looking statements within the meaning of federal securities l

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 2, 2023

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 2, 2023 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36876 47-2783641 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ¨ Filed by a Party other t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

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GLOBAL LEADER IN ENERGY AND ENVIRONMENTAL TECHNOLOGIES AND SERVICES 2022 ANNUAL REPORT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as