重大事件
即時報告
8-K
2026-05-18
美國證券交易委員會（SEC）8-K 申報摘要 – Babcock & Wilcox Enterprises, Inc.（股票代碼：BW）
AI 繁中摘要
📄 美國證券交易委員會（SEC）8-K 申報摘要 – Babcock & Wilcox Enterprises, Inc.（股票代碼：BW）
申報日期：2026年5月14日（事件發生日期）｜ 交割日期：2026年5月18日
Babcock & Wilcox Enterprises, Inc.（「公司」）於2026年5月14日與承銷商代表 B. Riley Securities, Inc. 簽訂承銷協議，進行已對外公布的普通股公開發售（「發售」）。根據協議，公司初步發行10,810,811股普通股（每股面值0.01美元），並授予承銷商30天內可額外購買最多1,621,621股的超額配售選擇權。最終發售已於2026年5月18日完成，由於承銷商全數行使選擇權，合共發行12,432,432股普通股。
承銷協議包含慣常的陳述、保證、承諾、交割條件、賠償責任（包括《1933年證券法》下的責任）及終止條款。該發售乃根據公司先前提交並已生效的 S-3 表格儲架註冊聲明（編號333-283368）進行，並附有2026年5月14日的初步及最終招股章程補充文件。
此外，公司於2026年5月15日發布新聞稿公布定價詳情（新聞稿作為99.1附件提交），但此8-K申報中的披露（包括附件）不被視為根據《1934年證券交易法》第18條「已提交」，亦不納入公司其他申報文件的引用。
🔑 對投資者的潛在影響：是次發售為公司注入額外股本資金，有助支持營運及未來發展。然而，發行逾1,240萬股新股將攤薄現有股東權益。投資者應留意公司是否披露資金用途及最新財務狀況。相關承銷協議及法律意見已隨本8-K一併呈交。
展開英文正文
false 0001630805 DE OH 0001630805 2026-05-14 2026-05-14 0001630805 us-gaap:CommonStockMember 2026-05-14 2026-05-14 0001630805 BW:SeriesA7.75PercentageCumulativePerpetualPreferredStockMember 2026-05-14 2026-05-14 0001630805 BW:SeniorNotes6.50PercentageDue2026Member 2026-05-14 2026-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2026 BABCOCK & WILCOX ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36876 47-2783641 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1200 EAST MARKET STREET, SUITE 650 AKRON, OHIO 44305 (Address of principal executive offices) (Zip Code) Registrant’s Telephone Number, including Area Code: (330) 753-4511 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on which Registered Common stock, $0.01 par value per share BW New York Stock Exchange 7.75% Series A Cumulative Perpetual Preferred Stock BW PRA New York Stock Exchange 6.50% Senior Notes due 2026 BWNB New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 1.01Entry into a Material Definitive Agreement On May 14, 2026, Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) entered into an an underwriting agreement, dated May 14, 2026 (the “Underwriting Agreement”), by and among the Company and B. Riley Securities, Inc., as representative of the several underwriters (the “Underwriters”), relating to its previously announced underwritten offering (the “Offering”) of 10,810,811 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to 1,621,621 additional shares of Common Stock. The Offering was consummated on May 18, 2026. At the closing, the Company issued 12,432,432 shares of Common Stock, inclusive of 1,621,621 shares of Common Stock issued pursuant to the full exercise of the Underwriters’ option to purchase Common Stock. The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933 (the “Securities Act”), other obligations of the parties and termination provisions. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-283368) initially filed with the Securities and Exchange Commission (the “Commission”) on November 21, 2024 and declared effective by the Commission on April 8, 2025 (the “Registration Statement”), including the prospectus forming a part of the Registration Statement, as supplemented by a preliminary prospectus supplement, dated May 14, 2026, and a final prospectus supplement, dated May 14, 2026, each filed with the SEC pursuant to Rule 424(b) under the Securities Act. Item 7.01Regulation FD Disclosure On May 15, 2026, the Company issued a press release announcing the pricing of the offering of Common Stock. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Item 7.01, including Exhibits 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act. Item 9.01.Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated May 14, 2026 5.1 Opinion of O’Melveny & Myers LLP 23.1 Consent of O’Melveny & Myers LLP (included in Exhibit 5.1) 99.1 Pricing Press Release dated May 15, 2026 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BABCOCK & WILCOX ENTERPRISES, INC. May 18, 2026 By: /s/ Cameron Frymyer Cameron Frymyer Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Duly Authorized Representative)