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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):
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) |
|
(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 |
| 6.50% Senior Notes due 2026 |
BWNB |
New York Stock Exchange |
| 7.75% Series A Cumulative Perpetual Preferred Stock |
BW PRA |
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On January 21, 2026, the board of directors (the
“Board”) of Babcock & Wilcox Enterprises, Inc. (the “Company”) appointed Dr. Homaira Akbari to serve on the
Board, effective as of January 26, 2026.
In connection with her appointment, Dr. Akbari
is expected to receive an annual cash retainer and an annual stock award in accordance with the Company’s director compensation
policy for non-employee directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on April 21, 2025. Dr. Akbari will also enter into the Company’s standard form of indemnification agreement,
which is filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 31, 2025. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify
Dr. Akbari for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action
or proceeding arising out of her service as a director.
Dr. Akbari has no family relationship with any
of the executive officers or directors of the Company. There are no arrangements or understandings between Dr. Akbari and any other person
pursuant to which she was appointed as a director of the Company. In addition, Dr. Akbari has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On January 27, 2026, the Company issued a press
release announcing the appointment of Dr. Akbari to the Board. A copy of the press release is attached as Exhibit 99.1, and the information
contained in Exhibit 99.1 is incorporated herein by reference.
The information furnished pursuant to this Item
7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit
No. |
Description |
| 99.1 |
Press
release dated January 27, 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. |
| |
|
| January 27, 2026 |
By: |
/s/ Cameron Frymyer |
| |
|
Cameron Frymyer |
| |
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer and Duly Authorized Representative) |
