BW director exercises 85K RSUs, updates holdings

Babcock & Wilcox Enterprises director Alan B. Howe reported several equity compensation-related transactions in company stock.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Babcock & Wilcox Enterprises director Alan B. Howe reported several equity compensation-related transactions in company stock. On May 15, 2026, he exercised 85,000 Restricted Stock Units, which converted into an equal number of common shares at a stated value of $21.22 per share. The filing notes that a portion of the vested restricted stock units was settled in cash by Babcock & Wilcox to facilitate his tax payments, rather than through open-market sales.

Following these transactions, Howe held 165,994 shares of common stock directly, in addition to indirect holdings of 72,606 shares through the Alan & Penny Howe Trust, where he serves as trustee, and 13,000 shares in an IRA. He also received a new grant of 8,725 Restricted Stock Units under the company’s Amended and Restated 2021 Long-Term Incentive Plan, representing a contingent right to receive common stock, with vesting tied to future dates or the next annual meeting.

Insider Trade Summary

85,000 shares exercised/converted

Exercise 6 txns

Insider Howe Alan B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	8,725	$0.00	$0.00
Exercise	Restricted Stock Units	85,000	$0.00	$0.00
Exercise	Common Stock	85,000	$21.22	$1.80M
Disposition	Common Stock	46,750	$21.22	$992K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 8,725 contracts (Direct); Common Stock — 165,994 shares (Direct); Common Stock — 72,606 shares (Indirect, Alan & Penny Howe Trust); Common Stock — 13,000 shares (Indirect, IRA)

Footnotes (5)

F1. 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.
F2. These securities are owned by the Alan & Penny Howe Trust (dated November 2012), of which the reporting person is a trustee.
F3. 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.
F4. Vests May 15, 2027 or date of next Annual Meeting, whichever is earlier.
F5. Vests May 15, 2026 or date of next Annual Meeting, whichever is earlier.

Key Figures

RSUs exercised: 85,000 units Exercise reference price: $21.22 per share Disposition to issuer: 46,750 shares +4 more

7 metrics

RSUs exercised 85,000 units Restricted Stock Units converted to common stock on May 15, 2026

Exercise reference price $21.22 per share Stated value for 85,000 common shares from RSU exercise

Disposition to issuer 46,750 shares Common stock disposition to Babcock & Wilcox to settle part of vested RSUs

Direct common shares after transactions 165,994 shares Alan B. Howe direct ownership following May 15, 2026 transactions

Trust-held shares 72,606 shares Indirect ownership via Alan & Penny Howe Trust

IRA-held shares 13,000 shares Indirect ownership in IRA account

New RSU grant 8,725 units Restricted Stock Units granted under 2021 Long-Term Incentive Plan

Key Terms

Restricted Stock Units, Disposition to issuer, Amended and Restated 2021 Long-Term Incentive Plan, contingent right to receive one share of common stock, +1 more

5 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units" with underlying 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

"transaction_code_description: "Disposition to issuer" for 46,750 shares"

Amended and Restated 2021 Long-Term Incentive Plan financial

"Pursuant to Babcock & Wilcox Enterprises, Inc. Amended and Restated 2021 Long-Term Incentive Plan"

indirect ownership financial

"ownership_type: "indirect" for trust and IRA-held common stock"

FAQ

What insider transactions did Alan B. Howe report for Babcock & Wilcox (BW)?

Alan B. Howe reported equity compensation-related transactions in Babcock & Wilcox common stock. He exercised 85,000 Restricted Stock Units into shares and had part of the vested award settled in cash by the company to cover tax payments, plus received a new RSU grant.

How many Babcock & Wilcox shares does Alan B. Howe hold after the May 2026 Form 4?

After the reported transactions, Alan B. Howe held 165,994 Babcock & Wilcox common shares directly. He also had 72,606 shares held indirectly through the Alan & Penny Howe Trust and 13,000 shares in an IRA, according to the filing’s ownership tables.

What was the size and price of the RSU exercise reported by Alan B. Howe at BW?

The Form 4 shows an exercise of 85,000 Restricted Stock Units into Babcock & Wilcox common shares at a stated value of $21.22 per share. These units converted on May 15, 2026 as part of his director equity compensation.

Did Alan B. Howe sell Babcock & Wilcox (BW) shares on the open market?

The filing records a disposition to the issuer and a cash settlement of part of the vested restricted stock units to facilitate tax payments. It does not describe open-market sales, instead characterizing the disposition as to Babcock & Wilcox itself under award terms.

What new Restricted Stock Units did Alan B. Howe receive from Babcock & Wilcox?

Alan B. Howe received a grant of 8,725 Restricted Stock Units under Babcock & Wilcox’s Amended and Restated 2021 Long-Term Incentive Plan. Each unit represents a contingent right to receive one share of common stock, with vesting tied to specified future dates or the next annual meeting.

How are the trust-held BW shares attributed in Alan B. Howe’s Form 4?

The Form 4 notes that 72,606 Babcock & Wilcox shares are owned by the Alan & Penny Howe Trust dated November 2012. Howe is a trustee of this trust, so these shares are reported as indirect beneficial ownership associated with his position.

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Accepted by SEC EDGAR 05/19/2026 - 04:21 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
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^*

Howe Alan B

(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)

X	Director	10% 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)

X	Form 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)
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	05/15/2026		M		85,000	A	$21.22	212,744	D
Common Stock	05/15/2026		D		46,750⁽¹⁾	D	$21.22	165,994	D
Common Stock								72,606	I⁽²⁾	Alan & Penny Howe Trust
Common Stock								13,000	I	IRA

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)
Restricted Stock Units	⁽³⁾	05/15/2026		A		8,725		⁽⁴⁾	⁽⁴⁾	Common Stock	8,725	$0	8,725	D
Restricted Stock Units	⁽³⁾	05/15/2026		M			85,000	⁽⁵⁾	⁽⁵⁾	Common Stock	85,000	$0	0	D

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. These securities are owned by the Alan & Penny Howe Trust (dated November 2012), of which the reporting person is a trustee.

3. 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.

4. Vests May 15, 2027 or date of next Annual Meeting, whichever is earlier.

5. Vests May 15, 2026 or date of next Annual Meeting, whichever is earlier.

	/s/ John J Dziewisz, attorney-in-fact for Alan B. Howe	05/19/2026
	** 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.
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