Bryant R. Riley sells 1,155,382 Babcock & Wilcox (BW) shares

Rhea-AI Filing Summary

Babcock & Wilcox Enterprises 10% owner Bryant R. Riley reported a significant insider sale of common stock. On February 11, 2026, Riley executed an open-market sale of 1,155,382 shares of B&W common stock at $9 per share, reducing his directly held position to zero.

According to the filing, these shares were held directly by Riley and were sold to satisfy repayment of debt as described in a related Schedule 13D. The Form 4 is filed jointly with BRC Group Holdings, BRF Investments, and B. Riley Securities, which report large indirect holdings through affiliated entities and accounts.

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

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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^*

BRC Group Holdings, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES CA 90025

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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

	Form filed by One Reporting Person
X	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, $0.01 par value per share	02/11/2026	02/11/2026	S		1,155,382	D	$9	0	D(3)
Common Stock, $0.01 par value per share								11,873,160	I	By BRF Investments, LLC(1)(2)
Common Stock, $0.01 par value per share								15,573,362	I	By B. Riley Securities, Inc.(1)(2)
Common Stock, $0.01 par value per share								37,353	I	Held in Bryant R. Riley's 401(k)account(1)(2)
Common Stock, $0.01 par value per share								45,801	I	By Bryant R. Riley, as UTMA custodian for Charlie Riley(1)(2)
Common Stock, $0.01 par value per share								43,810	I	By Bryant R. Riley, as UTMA custodian for Susan Riley(1)(2)
Common Stock, $0.01 par value per share								45,436	I	By Bryant R. Riley, as UTMA custodian for Abigail Riley(1)(2)
Common Stock, $0.01 par value per share								45,431	I	By Bryant R. Riley, as UTMA custodian for Eloise Riley(1)(2)

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

1. Name and Address of Reporting Person^*

BRC Group Holdings, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BRF Investments, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

B. Riley Securities, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last) (First) (Middle)

11100 SANTA MONICA BLVD.,

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is being filed jointly by BRC Group Holdings, Inc., a Delaware corporation ("BRC"), BRF Investments, LLC ("BRFI"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), and Bryant R. Riley.

2. BRC is the parent company of BRFI and the majority shareholder of B. Riley Securities Holdings, Inc. ("BRSH"). BRS is a wholly owned subsidiary of BRSH. As a result, BRC may be deemed to indirectly beneficially own the shares held by BRFI and BRS. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRC. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRFI and BRS. Each of BRC, BRFI, BRS, and Bryant R. Riley disclaims beneficial ownership of the outstanding shares of Common Stock reported herein, except to the extent of its/his respective pecuniary interest therein.

3. Represents shares held directly by Bryant R. Riley that were sold to satisfy repayment of debt as further described in Schedule 13D.

	BRC Group Holdings, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer	02/13/2026
	BRF Investments, LLC, by: /s/ Bryant R. Riley,	02/13/2026
	B. Riley Securities, Inc., by: /s/ Frank J. Pigott, General Counsel and Secretary	02/13/2026
	by: /s/ Bryant R. Riley	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction was reported for Babcock & Wilcox (BW)?

A major insider sale was reported. Bryant R. Riley sold 1,155,382 shares of Babcock & Wilcox common stock at $9 per share on February 11, 2026, according to a jointly filed Form 4.

Who sold Babcock & Wilcox (BW) shares in the latest Form 4 filing?

The sale involved shares held directly by Bryant R. Riley, a reported 10% owner of Babcock & Wilcox. The Form 4 is filed jointly with BRC Group Holdings, BRF Investments, and B. Riley Securities, which report additional indirect holdings.

How many Babcock & Wilcox (BW) shares did Bryant R. Riley sell and at what price?

Bryant R. Riley sold 1,155,382 shares of Babcock & Wilcox common stock at a price of $9 per share. After this transaction, the Form 4 shows that his directly held common stock position was reduced to zero shares.

Why were Bryant R. Riley’s Babcock & Wilcox (BW) shares sold?

The Form 4 footnotes state that the 1,155,382 shares sold by Bryant R. Riley represented shares held directly by him and were sold to satisfy repayment of debt, with further details referenced in a related Schedule 13D.

Does Bryant R. Riley still have indirect exposure to Babcock & Wilcox (BW) stock?

Yes. The filing shows large indirect holdings through BRF Investments, B. Riley Securities, a 401(k) account, and several UTMA custodial accounts, even though his direct holding after the reported sale is listed as zero shares.

Which entities jointly filed the Form 4 for Babcock & Wilcox (BW)?

The Form 4 was filed jointly by BRC Group Holdings, Inc., BRF Investments, LLC, B. Riley Securities, Inc., and Bryant R. Riley. The structure reflects corporate relationships and indirect beneficial ownership through these affiliated entities.