Babcock & Wilcox (BW) CFO converts 75,000 PSUs, 33,450 shares withheld

Rhea-AI Filing Summary

Babcock & Wilcox Enterprises, Inc. Chief Financial Officer Cameron M. Frymyer reported equity award activity involving performance stock units and common shares. On March 5, 2026, 75,000 performance stock units were exercised into 75,000 shares of common stock at a stated price of $13.29 per share. To cover tax withholding obligations upon vesting of these units, 33,450 common shares were withheld by the company. Following these transactions, Frymyer directly owned 198,208 shares of Babcock & Wilcox common stock.

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

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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^*

Frymyer Cameron M

(Last) (First) (Middle)

1200 E. MARKET STREET, SUITE 650

(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)
	Chief Financial 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		M		75,000	A	$13.29	231,658	D
Common Stock	03/05/2026		F		33,450(1)	D	$13.29	198,208	D

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)	07/28/2027	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, Attorney-in-Fact for Cameron M. Frymyer	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).
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FAQ

What insider transaction did BW CFO Cameron Frymyer report on this Form 4?

Cameron M. Frymyer reported exercising 75,000 performance stock units into 75,000 shares of Babcock & Wilcox common stock. The transaction reflects an equity award vesting under the company’s long-term incentive plan, rather than an open-market stock purchase or sale.

How many BW shares did the CFO dispose of for tax withholding?

The Form 4 shows 33,450 Babcock & Wilcox common shares were withheld to satisfy tax obligations. These shares were withheld by the issuer upon vesting of the performance stock units, classified as a tax-withholding disposition rather than a discretionary market sale.

What is the net share increase for the BW CFO from these transactions?

The CFO acquired 75,000 common shares through PSU vesting and had 33,450 shares withheld for taxes, for a net increase of 41,550 shares. After these transactions, his direct ownership stood at 198,208 Babcock & Wilcox common shares.

At what price were the BW performance stock units converted to common stock?

The conversion of performance stock units into Babcock & Wilcox common shares is reported at $13.29 per share. This price appears in the Form 4 as the transaction price for the 75,000 common shares received upon exercise of the performance stock units.

What conditions governed vesting of the BW performance stock units?

Each performance stock unit represented a right to one BW common share and vested 100% if the stock reached $12.00 per share at the end of any trading day between July 28, 2022 and July 27, 2027. This market-based condition triggered the reported vesting event.

Under which plan were the BW performance stock units granted?

The performance stock units were granted under the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2021 Long-Term Incentive Plan. Each PSU provided a contingent right to receive one share of common stock upon satisfaction of the plan’s specified vesting conditions.