[8-K] Babcock & Wilcox Enterprises, Inc. Reports Material Event
Rhea-AI Filing Summary
Babcock & Wilcox Enterprises, Inc. reported that its Board of Directors has authorized a share repurchase program of up to $50 million of common stock. The company expects to begin repurchases after filing its Form 10‑Q for the second quarter of 2026 and may buy shares in open-market or privately negotiated transactions, block trades, or under trading plans established pursuant to Rule 10b5‑1 and Rule 10b‑18. The authorization has no fixed expiration, does not require any minimum purchases, and may be suspended or discontinued, with repurchases potentially subject to approvals from senior lenders under existing credit facilities.
The company also issued a notice of redemption for $61.4 million aggregate principal amount of its 6.50% Senior Notes due 2026. On August 13, 2026, all outstanding Notes are scheduled to be redeemed at 100% of principal plus any Make‑Whole Amount and accrued and unpaid interest up to, but excluding, the redemption date. After completion of this redemption, no Notes of this series will remain outstanding and interest on them will cease to accrue.
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8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| 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) | ||
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 |
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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. Follow us on LinkedIn and learn more at babcock.com.
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