STOCK TITAN

Babcock & Wilcox (NYSE: BW) director reports RSU exercise, cash tax settlement

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Babcock & Wilcox Enterprises director Naomi Louise Boness reported compensation-related equity activity involving restricted stock units and common stock. On May 15, 2026, she exercised or converted derivative securities into 85,000 shares of common stock and received a new grant of 8,725 restricted stock units under the company’s Amended and Restated 2021 Long-Term Incentive Plan.

A portion of the vested restricted stock units representing 46,750 shares was settled in cash by the company to facilitate her tax payments, classified as a disposition to the issuer. Following these transactions, she directly owned 189,530 shares of common stock. The new restricted stock units are scheduled to vest on May 15, 2026 and May 15, 2027, or on the date of the next annual meeting in each case, whichever is earlier.

Positive

  • None.

Negative

  • None.
Insider Boness Naomi Louise
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 85,000 $0.00 --
Grant/Award Restricted Stock Units 8,725 $0.00 --
Exercise Common Stock 85,000 $21.22 $1.80M
Disposition Common Stock 46,750 $21.22 $992K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 189,530 shares (Direct, null)
Footnotes (1)
  1. Represents the settlement in cash, pursuant to the applicable award terms, by BW of a portion of the restricted stock units that vested to facilitate tax payments by the reporting person. Pursuant to Babcock & Wilcox Enterprises, Inc. Amended and Restated 2021 Long-Term Incentive Plan and represents a contingent right to receive one share of common stock. Vests May 15, 2026 or date of next Annual Meeting, whichever is earlier. Vests May 15, 2027 or date of next Annual Meeting, whichever is earlier.
Shares disposed to issuer 46,750 shares Disposition to issuer at $21.22 per share on May 15, 2026
Disposition price $21.22 per share Price per share for 46,750-share disposition to issuer
Shares from derivative exercise 85,000 shares Common stock acquired via exercise or conversion on May 15, 2026
New RSU grant 8,725 units Restricted stock units granted, each convertible into one common share
Post-transaction holdings 189,530 shares Total BW common stock directly owned after transactions
RSU vesting date 1 May 15, 2026 First scheduled vesting date or earlier date of next annual meeting
RSU vesting date 2 May 15, 2027 Second scheduled vesting date or earlier date of next annual meeting
Restricted Stock Units financial
"The filing reports transactions involving Restricted Stock Units linked to common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Disposition to issuer financial
"A 46,750-share transaction is classified as a Disposition to issuer."
Exercise or conversion of derivative security financial
"One transaction is described as Exercise or conversion of derivative security."
Long-Term Incentive Plan financial
"Awards were made under the Amended and Restated 2021 Long-Term Incentive Plan."
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
vests financial
"The restricted stock units vest May 15, 2026 and May 15, 2027 or the next Annual Meeting."
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Boness Naomi Louise

(Last)(First)(Middle)
1200 E. MARKET STREET
SUITE 650

(Street)
AKRON OHIO 44305

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc. [ BW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026M85,000A$21.22189,530D
Common Stock05/15/2026D46,750(1)D$21.22142,780D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)05/15/2026M85,000 (3) (3)Common Stock85,000$00D
Restricted Stock Units(2)05/15/2026A8,725 (4) (4)Common Stock8,725$08,725D
Explanation of Responses:
1. Represents the settlement in cash, pursuant to the applicable award terms, by BW of a portion of the restricted stock units that vested to facilitate tax payments by the reporting person.
2. Pursuant to 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. Vests May 15, 2026 or date of next Annual Meeting, whichever is earlier.
4. Vests May 15, 2027 or date of next Annual Meeting, whichever is earlier.
/s/ John J. Dziewisz, attorney-in-fact for Naomi Louise Boness05/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Naomi Louise Boness report for BW on May 15, 2026?

Naomi Louise Boness reported exercising or converting derivative securities into 85,000 BW common shares, receiving 8,725 new restricted stock units, and a 46,750-share cash settlement to cover tax obligations, all on May 15, 2026.

How many Babcock & Wilcox (BW) shares does Naomi Boness hold after these transactions?

After the reported transactions, Naomi Boness directly holds 189,530 shares of BW common stock. This total reflects her position following the derivative exercise, cash settlement for taxes, and related restricted stock unit activity recorded on May 15, 2026.

Were the BW insider transactions by Naomi Boness open-market buys or sells?

The reported BW transactions were not open-market trades. They involved exercise or conversion of derivative securities, a cash settlement of 46,750 RSU-equivalent shares for tax payments, and a grant of 8,725 restricted stock units as compensation.

What restricted stock unit grants did Naomi Boness receive from Babcock & Wilcox (BW)?

Naomi Boness received a grant of 8,725 restricted stock units tied to BW common stock. These units were issued under the Amended and Restated 2021 Long-Term Incentive Plan as a contingent right to receive one share of common stock per unit upon vesting.

When will Naomi Boness’s new BW restricted stock units vest?

The new BW restricted stock units held by Naomi Boness are scheduled to vest on May 15, 2026 and May 15, 2027, or on the date of the next annual shareholder meeting in each respective year, whichever occurs earlier, according to the award terms.

Why did Babcock & Wilcox settle 46,750 RSU-equivalent shares in cash for Naomi Boness?

Babcock & Wilcox settled 46,750 restricted stock units in cash to facilitate Naomi Boness’s tax payments. This settlement was executed under the applicable award terms and is classified as a disposition to the issuer rather than an open-market share sale.