Form 8-K

8-K — Babcock & Wilcox Enterprises, Inc.

Accession: 0001104659-26-082840

Filed: 2026-07-13

Period: 2026-07-13

CIK: 0001630805

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

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2620294d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2620294d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2620294d1_ex99-2.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 13, 2026

BABCOCK & WILCOX ENTERPRISES,

INC.

(Exact name of registrant as specified in its charter)

DELAWARE

001-36876

47-2783641

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1200 EAST MARKET STREET,

SUITE 650

AKRON, OHIO

44305

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, including

Area Code: (330) 753-4511

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol

Name

of Each Exchange on which

Registered

Common stock, $0.01 par value per share

New York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred Stock

BW PRA

New York Stock Exchange

6.50% Senior Notes due 2026

BWNB

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01

Regulation FD Disclosure

Share Repurchase Program

On July 13, 2026, the Company issued a press

release announcing that its Board of Directors (the “Board”) has authorized a share repurchase program of up to $50 million

of the Company’s common stock. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein

by reference.

Redemption of 6.50% Notes due 2026

On July 13, 2026, the Company issued a press

release announcing that its Board has approved, and the Company has issued, a notice of redemption (the “Redemption Notice”)

for all approximately $61.4 million aggregate principal amount outstanding of its 6.50% Senior Notes due 2026 (the “Notes”).

A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.

The information in this Item 7.01, including Exhibits

99.1 and 99.2, 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.

Item 8.01

Other Events

Share Repurchase Program

On July 13, 2026, the Company announced that

its Board of Directors has authorized a share repurchase program of up to $50 million of the Company’s common stock. The Company

expects to begin repurchases following the filing of its Quarterly Report on Form 10-Q for the second quarter of 2026.

Under the program, the Company may repurchase

shares from time to time in open-market transactions, in privately negotiated transactions, through block trades, or pursuant to trading

plans established in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act, based on market conditions, share price,

and other factors. The program does not obligate the Company to purchase any shares, has no fixed expiration date, and may be suspended

or discontinued at any time. Repurchases under the program may also be subject to customary approvals from the Company's senior lenders

under its credit facilities.

Redemption of 6.50% Notes due 2026

On July 13, 2026, Company issued the Redemption

Notice for all approximately $61.4 million aggregate principal amount outstanding of the Notes, which were issued pursuant to an indenture,

dated as of February 12, 2021, as supplemented by the First Supplemental indenture, dated as of February 12, 2021, and further

supplemented by the Second Supplemental indenture, dated as of December 13, 2021, between the Company and The Bank of New York Mellon

Trust Company, N.A., as trustee (the “Redemption”).

Pursuant to the Redemption Notice, on August 13,

2026 (the “Redemption Date”), the Company will redeem all Notes at a redemption price equal to 100% of the principal amount

of such Notes (the “Redemption Price”) together with any make-whole amount and accrued and unpaid interest up to, but excluding,

the Redemption Date. On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed and interest

thereon will cease to accrue on and after the Redemption Date. Upon completion of the Redemption, no Notes will remain outstanding.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1

Share Repurchase Press Release dated July 13, 2026

99.2

Redemption of 6.50% Notes Press Release dated July 13, 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.

July 13, 2026

By:

/s/ Cameron Frymyer

Cameron Frymyer

Executive Vice President and Chief Financial Officer

(Principal Accounting Officer and Duly Authorized Representative)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620294d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

News

Release

Babcock &

Wilcox Board Authorizes Share Repurchase Program of Up to $50 Million

Repurchases

to begin following the filing of the Company's Form 10-Q for the second quarter of 2026

(AKRON, Ohio –

July 13, 2026) — Babcock & Wilcox Enterprises, Inc. (NYSE: BW) (“B&W” or the “Company”)

today announced that its Board of Directors has authorized a share repurchase program of up to $50 million of the Company's outstanding

common stock. The Company expects to begin repurchases following the filing of its Quarterly Report on Form 10-Q for the second

quarter of 2026.

Under the program,

the Company may repurchase shares from time to time in open-market transactions, in privately negotiated transactions, through block

trades, or pursuant to trading plans established in accordance with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange

Act of 1934, as amended, based on market conditions, share price, and other factors. The program does not obligate the Company to purchase

any shares, has no fixed expiration date, and may be suspended or discontinued at any time. Repurchases under the program may also be

subject to customary approvals from the Company's senior lenders under its credit facilities.

“This authorization

reflects the Board's confidence in our balance sheet and the value we are building for shareholders,” said Kenneth Young, Chairman

and Chief Executive Officer. “Repurchasing shares when we believe they represent compelling value, alongside our continued investment

to support our growth and demand, is an opportunistic use of our financial position.”

About Babcock &

Wilcox

Headquartered

in Akron, Ohio, Babcock & Wilcox Enterprises, Inc. (NYSE: BW) is a leader in energy and environmental technologies and

services for the power and industrial markets. Learn more at babcock.com.

Forward-Looking

Statements

This

release contains forward-looking statements regarding the share repurchase program and the timing, amount, and method of repurchases.

Actual results may differ materially due to market conditions, the Company's liquidity and capital needs, and other risks described in

B&W's SEC filings. The program may be suspended, modified, or terminated at any time, and B&W undertakes no obligation to update

these statements except as required by law.

Investor Contact:

Media Contact:

Investor Relations

Ryan Cornell

Babcock & Wilcox

Public Relations

704.625.4944

Babcock & Wilcox

investors@babcock.com

330.860.1345

rscornell@babcock.com

###

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2620294d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

Babcock & Wilcox Announces

Full Redemption of Notes

(AKRON, Ohio – July 13, 2026)

– 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 $61.4 million aggregate principal amount outstanding

of our 6.50% Senior Notes due 2026 (the “Notes”), which were issued pursuant to an indenture, dated as of February 12,

2021, as supplemented by the First Supplemental indenture, dated as of February 12, 2021 (the “First Supplemental Indenture”),

and further supplemented by the Second Supplemental indenture, dated as of December 13, 2021 (the “Second Supplemental Indenture”)

between us and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Redemption”).

Pursuant to the Redemption Notice, on

August 13, 2026 (the “Redemption Date”), we will redeem all Notes at a redemption price equal to 100% of the principal

amount of such Notes (the “Redemption Price”) together with any Make-Whole Amount and accrued and unpaid interest up to,

but excluding, the Redemption Date. On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed

and interest thereon will cease to accrue on and after the Redemption Date. Upon completion of the Redemption, no Notes will remain outstanding.

Forward-Looking Statements

B&W cautions that this release contains

forward-looking statements, including, without limitation, statements relating to the redemption of Notes. 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 release, and we undertake no obligation to update or revise any forward-looking statement, except to the extent required

by applicable law.

About Babcock & Wilcox

Headquartered in Akron, Ohio, Babcock &

Wilcox Enterprises, Inc. is a leader in energy and environmental products and services for power and industrial markets worldwide.

Investor Contact:

Investor Relations

Babcock & Wilcox

704.625.4944

investors@babcock.com

Media Contact

Ryan Cornell

Public Relations

Babcock & Wilcox

330.860.1345

rscornell@babcock.com

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