BW (NYSE: BW) CEO exercises 150,000 PSUs, withholds shares for tax

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Babcock & Wilcox Enterprises, Inc. Chief Executive Officer Kenneth M. Young exercised 150,000 performance stock units into common shares on March 5, 2026 at a transaction price of $13.29 per share.

To cover tax withholding obligations tied to the PSUs’ vesting, 75,150 common shares were withheld by the company. After these transactions, Young directly owned 1,519,137 common shares, and 272,767 additional shares were held indirectly through the Kenneth M. Young Revocable Trust. The PSUs were granted under the company’s Amended and Restated 2021 Long-Term Incentive Plan and vest in full if the stock reaches $12.00 per share on any trading day between July 28, 2022 and July 27, 2027.

Insider Trade Summary

150,000 shares exercised/converted

Mixed 4 txns

Insider Young Kenneth M

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Performance Units	150,000	$0.00	--
Exercise	Common Stock	150,000	$13.29	$1.99M
Tax Withholding	Common Stock	75,150	$13.29	$999K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Units — 0 shares (Direct); Common Stock — 1,594,287 shares (Direct); Common Stock — 272,767 shares (Indirect, See Note)

Footnotes (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. Held of record by the Kenneth M. Young Revocable Trust U/A 5/8/15. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/09/2026 - 04:35 PM

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^*

Young Kenneth M

(Last)

(First)

(Middle)

1200 EAST MARKET STREET

(Street)

AKRON

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2026		M		150,000	A	$13.29	1,594,287	D
Common Stock	03/05/2026		F		75,150⁽¹⁾	D	$13.29	1,519,137	D
Common Stock								272,767	I	See Note⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units	⁽³⁾	03/05/2026		M			150,000	⁽⁴⁾	07/27/2027	Common Stock	150,000	$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. Held of record by the Kenneth M. Young Revocable Trust U/A 5/8/15.

3. 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.

4. 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, attorney-in-fact for Kenneth M. Young	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.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BW CEO Kenneth M. Young report on this Form 4?

Kenneth M. Young reported exercising 150,000 performance stock units into common stock and a related tax-withholding share disposition. These actions reflect equity compensation settling into shares rather than an open-market purchase or sale, clarifying his updated ownership position in Babcock & Wilcox Enterprises.

How many BW shares does CEO Kenneth M. Young own after these transactions?

After the reported transactions, Kenneth M. Young directly owned 1,519,137 shares of Babcock & Wilcox Enterprises common stock. An additional 272,767 shares were held indirectly through the Kenneth M. Young Revocable Trust, providing a combined view of his direct and trust-related equity interests in the company.

What happened to the 150,000 performance stock units reported by BW on this Form 4?

The 150,000 performance stock units were exercised into 150,000 shares of Babcock & Wilcox Enterprises common stock. These PSUs were granted under the company’s Amended and Restated 2021 Long-Term Incentive Plan and convert on a one-to-one basis into common shares upon vesting conditions being met.

Why were 75,150 BW shares disposed of in connection with the CEO’s PSU vesting?

The 75,150 Babcock & Wilcox Enterprises shares were withheld by the company to satisfy tax withholding obligations triggered by the PSU vesting. This tax-withholding disposition did not represent an open-market sale and is a common mechanism for covering equity award-related tax liabilities.

What performance condition applies to the BW performance stock units exercised by the CEO?

The performance stock units vest 100% if Babcock & Wilcox’s common stock closes at or above $12.00 per share at the end of any trading day between July 28, 2022 and July 27, 2027. Meeting this market-price hurdle triggers full vesting of the awarded PSUs.

How are the indirectly held BW shares of CEO Kenneth M. Young structured?

The indirectly held Babcock & Wilcox Enterprises shares are recorded under the Kenneth M. Young Revocable Trust U/A 5/8/15. This trust structure means those 272,767 shares are held of record by the trust rather than directly in the CEO’s name, as disclosed in the Form 4 footnotes.