公司同時提醒投資者，新聞稿中包含前瞻性陳述，受多項風險和不確定因素影響，實際結果可能與預期有重大差異。完整風險因素請參閱公司最新10-K年報及10-Q季報。

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 7.01 Regulation
 FD Disclosure.

 

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

  

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

 

Forward-Looking Statements

 

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

 

 
 Item 9.01.
 Financial Statements and Exhibits.

 
 

(d) Exhibits.

 

 
 Exhibit No.
  
 Description

 
 99.1
 Press Release dated May 14, 2026

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

 
 

 

  

 

 

Signatures

 

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

 

 
  
 BABCOCK & WILCOX ENTERPRISES, INC.

 
  
  
  

 
 May 14, 2026
 By:
 /s/ Cameron Frymyer

 
  
  
 Cameron Frymyer

 
  
  
 Executive Vice President and Chief Financial Officer

(Principal Accounting Officer and Duly Authorized Representative)