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  4. [Form 4] Babcock & Wilcox Enterprises, Inc. Insider Trading Activity

Director at Babcock & Wilcox (NYSE: BW) exercises RSUs and nets shares

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

Rhea-AI Filing Summary

Babcock & Wilcox Enterprises director Philip D. Moeller reported compensation-related share activity involving restricted stock units. He exercised or converted 85,000 restricted stock units into common stock, and 46,750 shares were settled in cash by the company to cover tax payments under the award terms. After these transactions, he directly held 235,809 shares of common stock. Moeller also received a new grant of 8,725 restricted stock units under the Amended and Restated 2021 Long-Term Incentive Plan, which are scheduled to vest on May 15, 2027 or on the date of the next annual meeting, whichever is earlier.

Positive

  • None.

Negative

  • None.
Insider Moeller Philip D
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 8,725 $0.00 --
Exercise Restricted Stock Units 85,000 $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 — 8,725 shares (Direct, null); Common Stock — 282,559 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, 2027 or date of next Annual Meeting, whichever is earlier. Vests May 15, 2026 or date of next Annual Meeting, whichever is earlier.
RSUs exercised 85,000 units Restricted Stock Units converted to common stock on May 15, 2026
Cash-settled shares for tax 46,750 shares at $21.22 Disposition to issuer to facilitate tax payments
Shares held after transactions 235,809 shares Common stock directly owned following Form 4 transactions
New RSU grant 8,725 units Restricted stock units granted under 2021 Long-Term Incentive Plan
New RSU vesting date May 15, 2027 Vests then or at next annual meeting, whichever is earlier
Implied share value for tax settlement $21.22 per share Price per share used for 46,750-share cash settlement
Restricted Stock Units financial
"Represents the settlement in cash, pursuant to the applicable award terms, by BW of a portion of the restricted stock units that vested"
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
"transaction_code_description: Disposition to issuer"
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
Amended and Restated 2021 Long-Term Incentive Plan financial
"Pursuant to Babcock & Wilcox Enterprises, Inc. Amended and Restated 2021 Long-Term Incentive Plan"
grant/award acquisition financial
"transaction_action: grant/award acquisition"
Form 4 Insider Transactions: What Each Field Means →
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*
Moeller Philip D
(Last)(First)(Middle)
1200 EAST MARKET STREET
(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$21.22282,559D
Common Stock05/15/2026D46,750(1)D$21.22235,809D
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)05/15/2026A8,725 (3) (3)Common Stock8,725$08,725D
Restricted Stock Units(2)05/15/2026M85,000 (4) (4)Common Stock85,000$00D
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, 2027 or date of next Annual Meeting, whichever is earlier.
4. Vests May 15, 2026 or date of next Annual Meeting, whichever is earlier.
/s/ John J. Dziewisz, attorney-in-fact for Philip D. Moeller05/19/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did BW director Philip Moeller report in this Form 4?

Philip D. Moeller reported exercising 85,000 restricted stock units into common stock. Of the resulting shares, 46,750 were settled in cash by Babcock & Wilcox Enterprises to facilitate his tax payments, and he received a new 8,725-unit RSU grant.

How many BW shares does Philip Moeller hold after these transactions?

After these transactions, Philip Moeller directly holds 235,809 shares of Babcock & Wilcox Enterprises common stock. This figure reflects the net position following the cash settlement of 46,750 shares used to cover tax obligations on vested restricted stock units.

Were Philip Moeller’s BW transactions open-market buys or sells?

The transactions were not open-market trades. They involved the exercise or conversion of 85,000 restricted stock units and a disposition of 46,750 shares to the issuer, settled in cash to facilitate tax payments, under the applicable equity award terms.

What new equity award did Philip Moeller receive from BW?

Moeller received a new grant of 8,725 restricted stock units under Babcock & Wilcox Enterprises’ Amended and Restated 2021 Long-Term Incentive Plan. Each unit represents a contingent right to receive one share of common stock upon vesting, subject to plan conditions.

When do Philip Moeller’s newly granted BW RSUs vest?

The newly granted 8,725 restricted stock units are scheduled to vest on May 15, 2027, or on the date of the next annual meeting of shareholders, whichever occurs earlier. Vesting remains subject to the terms of the long-term incentive plan and award agreement.

Why were 46,750 BW shares settled in cash for Philip Moeller?

The 46,750-share disposition represents settlement in cash by Babcock & Wilcox Enterprises of a portion of vested restricted stock units. This cash settlement was made under the award terms to facilitate Moeller’s tax payments triggered by the vesting event.