Babcock & Wilcox (NYSE: BW) sells 12,432,432 shares in offering
Rhea-AI Filing Summary
Babcock & Wilcox Enterprises entered into an underwriting agreement for an underwritten public offering of 10,810,811 shares of common stock at $18.50 per share. Underwriters received a 30‑day option for 1,621,621 additional shares, and closing on May 18, 2026 resulted in 12,432,432 shares issued in total, for gross proceeds of approximately $200 million before fees.
All shares are being offered by the Company under its effective shelf registration statement on Form S‑3. B&W plans to use net proceeds primarily to prepay amounts under its Credit Agreement, then reborrow to fund project capital and working capital, including AI data center power generation projects, potential acquisitions, growth initiatives, balance sheet strengthening and general corporate purposes.
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Insights
Babcock & Wilcox raises about $200M in new equity to refinance debt and fund growth.
Babcock & Wilcox Enterprises completed an underwritten public offering of 10,810,811 common shares at $18.50 each, with underwriters fully exercising a 1,621,621‑share option, bringing total issuance to 12,432,432 shares and gross proceeds of about $200 million.
The transaction is a primary equity raise under an existing shelf registration, meaning cash flows to the Company rather than selling shareholders. Net proceeds are earmarked to prepay its Credit Agreement, then potentially reborrow to fund project capital, AI data center power generation initiatives, technology commercialization, acquisitions and other corporate purposes.
This mix of debt prepayment and planned reborrowing suggests a recapitalization aimed at managing near‑term obligations while funding growth projects. The overall impact for investors will depend on how effectively the new capital is deployed relative to the dilution from issuing 12,432,432 new shares.
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
shelf registration statement on Form S-3 regulatory
prospectus supplement regulatory
Credit Agreement financial
forward-looking statements regulatory
cumulative perpetual preferred stock financial
Offering Details
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 1.01 | Entry 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 7.01 | Regulation 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) | ||
Exhibit 99.1
News Release
Babcock & Wilcox Enterprises Announces Pricing
of Common
Stock Offering
(AKRON, Ohio – May 15, 2026) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced that it priced an underwritten public offering of 10,810,811 shares of its common stock at a price to the public of $18.50 per share (the “Offering”), for gross proceeds of approximately $200 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company has granted the underwriters a 30-day option to purchase up to an additional 15% of its common stock sold in the Offering at the public offering price, less underwriting discounts and commissions. All of the shares in the Offering are being offered by B&W. The Offering is expected to close on May 18, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds of the Offering to prepay amounts outstanding under its Credit Agreement and subsequently reborrow such amounts under its Credit Agreement and use any such reborrowed amounts to fund project-related capital and working capital needs to influence steam turbine and boiler production capacity, support growth initiatives, including AI data center power generation projects and BrightLoopTM technology commercialization, potential acquisitions of aftermarket or other energy businesses, strengthen the Company’s balance sheet and for general corporate purposes.
B. Riley Securities is serving as the lead book-running manager for the Offering. Craig-Hallum and Lake Street Capital Markets are acting as joint book-running managers for the Offering. Northland Capital Markets is acting as co-manager for the Offering.
The shares of common stock were offered under the Company’s shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (“SEC”) on April 8, 2025. The Offering was made only by means of a preliminary prospectus supplement and accompanying base prospectus, which were filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying base prospectus for the Offering may be obtained on the SEC’s website at www.sec.gov, or by contacting B. Riley Securities, Inc. at 1655 Fort Myer Drive, Suite 1200, Arlington, Virginia 22209, Attention: Syndicate Prospectus Department, by telephone at 703-312-9580 or by email at prospectuses@brileysecurities.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this release are forward-looking statements. These forward-looking statements include, without limitation, statements regarding the Company’s public offering of common stock and intended use of net proceeds. You should not place undue reliance on these statements. Forward-looking statements include words such as “expect,” “intend,” “plan,” “likely,” “seek,” “believe,” “project,” “forecast,” “target,” “goal,” “potential,” “estimate,” “may,” “might,” “will,” “would,” “should,” “could,” “can,” “have,” “due,” “anticipate,” “assume,” “contemplate,” “continue” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events.
The forward-looking statements included herein are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, but not limited to: the potential for further conditions that could raise substantial doubt as to our ability to continue as a going concern, which has occurred in the past; our obligation to refinance or repay our 6.50% Senior Notes due 2026 prior to their maturity; risks associated with contractual pricing in our industry; disputes with customers with long-term contracts; the performance of third parties and subcontractors on whom we rely; disruptions at our or third-party manufacturing facilities; our ability to execute our growth strategy; our evaluation of strategic alternatives; our ability to deliver our backlog on time or at all; professional liability, product liability, warranty or other claims; inadequate insurance coverage; our ability to compete successfully against current and future competitors; our development of new products; cyclical and economic impacts on demand for our products; compliance with government regulations; legislative and regulatory developments impacting our business; supply chain issues; the financial and other covenants in our debt agreements; our ability to maintain adequate bonding and letter of credit capacity; impairment to our goodwill or other indefinite-lived intangible assets; our exposure to credit risk; disruptions in, or failures of, our information technology systems, including those related to cybersecurity; failure to comply with data and privacy laws, regulations and standards, or if we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems or defend against cybersecurity attacks, we may be subject to government or private actions due to breaches; failure to protect our intellectual property rights, or inability to obtain or renew licenses to use intellectual property of third parties; uncertainty over tariffs and their impacts; sanctions and export controls; international political, economic and other uncertainties; fluctuations in the value of foreign currencies could harm our profitability; volatility of the market price and trading volume of our common stock; dilution of our common shareholders' ownership or voting power; the significant influence of BRC Group Holdings, Inc. over us; anti-takeover provisions in our corporate documents; changes in tax rates or tax law; our ability to use net operating losses and certain tax credits; failure to maintain effective internal control over financial reporting; new accounting pronouncements or changes in existing accounting standards and practices; our ability to attract and maintain key personnel; our relationship with labor unions; pension and medical expenses associated with our retirement benefits; natural disasters or other events beyond our control; and the risks and uncertainties described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K and Part II, Item 1A of our Quarterly Reports on Form 10-Q as such risk factors may be amended, supplemented, or superseded from time to time by other reports we file with the SEC.
These forward-looking statements are made based upon detailed assumptions and reflect management’s current expectations and beliefs. While we believe that these assumptions underlying the forward-looking statements are reasonable, forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements.
About Babcock & Wilcox Enterprises
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.
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| Investor Contact: | Media Contact: |
| Cameron Frymyer, Chief Financial Officer | Ryan Cornell, Public Relations Lead |
| Babcock & Wilcox Enterprises, Inc. | Babcock & Wilcox Enterprises, Inc. |
| 330.860.6176 | investors@babcock.com | 330.860.1345 | rscornell@babcock.com |