Babcock & Wilcox (BW) counsel converts 75,000 PSUs and withholds shares for taxes

Rhea-AI Filing Summary

Babcock & Wilcox Enterprises General Counsel & Secretary John J. Dziewisz exercised performance stock units and received common shares. On March 5, 2026, he converted 75,000 performance stock units into 75,000 shares of common stock at a stated price of $13.29 per share.

To cover tax withholding obligations upon vesting, 33,513 common shares were withheld by the company, a non–open-market disposition. After these transactions, he directly held 280,868 common shares and indirectly held 2.25 common shares through a 401k Plan.

Insights

Equity compensation analyst

Equity award vesting drove an internal share issuance and tax withholding.

The General Counsel converted 75,000 performance stock units into the same number of Babcock & Wilcox Enterprises common shares at a stated price of $13.29. This reflects the vesting of a prior equity award rather than an open-market purchase.

A portion, 33,513 common shares, was withheld by the company to satisfy tax obligations tied to the vesting, consistent with the footnote describing tax-withholding. Following these internal transactions, the executive’s direct holdings rose to 280,868 common shares, with an additional 2.25 shares held indirectly via a 401k Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dziewisz John J

(Last) (First) (Middle)

1200 EAST MARKET STREET

(Street)

AKRON OH 44305

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc. [ BW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		M		75,000	A	$13.29	314,381	D
Common Stock	03/05/2026		F		33,513(1)	D	$13.29	280,868	D
Common Stock								2.25	I	401k Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(2)	03/05/2026		M			75,000	(3)	07/27/2027	Common Stock	75,000	$0	0	D

Explanation of Responses:

1. Represents shares of common stock withheld by the Issuer pursuant to the terms of the award to pay tax withholding obligations of the Reporting Person upon the vesting of the PSUs.

2. Each performance stock unit (PSU) is granted pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2021 Long-Term Incentive Plan and represents a contingent right to receive one share of common stock.

3. 100% of PSUs vest immediately upon the company's common stock achieving a market price of $12.00 per share at the end of any trading day during the period from July 28, 2022 to July 27, 2027.

	/s/ John J. Dziewisz	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did BW General Counsel John J. Dziewisz report on March 5, 2026?

He reported exercising 75,000 performance stock units into 75,000 Babcock & Wilcox Enterprises common shares at a stated price of $13.29 per share, reflecting the vesting and conversion of an existing equity award rather than an open-market stock purchase or sale.

How many Babcock & Wilcox (BW) shares were withheld for taxes in this Form 4 filing?

The filing shows 33,513 BW common shares were withheld by the company to satisfy tax withholding obligations triggered by the vesting of performance stock units, as described in the footnote explaining that these shares were retained to cover associated tax liabilities.

How many Babcock & Wilcox (BW) shares does John J. Dziewisz own after these transactions?

After the March 5, 2026 transactions, he directly owns 280,868 BW common shares. The filing also reports an additional 2.25 BW common shares held indirectly through a 401k Plan, reflecting a small retirement-plan position separate from his direct shareholdings.

What are the performance stock units mentioned in the BW Form 4 for John J. Dziewisz?

Each performance stock unit represents a contingent right to receive one BW common share under the company’s Amended and Restated 2021 Long-Term Incentive Plan, with vesting tied to the company’s common stock achieving a specified market price during a defined performance period.

What triggers vesting of the Babcock & Wilcox (BW) performance stock units in this Form 4?

The performance stock units vest 100% if BW’s common stock reaches a market price of $12.00 per share at the end of any trading day during the period from July 28, 2022 to July 27, 2027, according to the filing’s footnote disclosure.