Babcock & Wilcox (NYSE: BW) clears path to repurchase 2026 notes

Rhea-AI Filing Summary

Babcock & Wilcox Enterprises, Inc. reported that its Board of Directors has authorized a debt repurchase program for its outstanding 8.125% Senior Notes due 2026 and 6.50% Senior Notes due 2026. The company may buy back any or all of the remaining principal amounts of these notes over time.

The notes can be repurchased through open market purchases, privately negotiated transactions, Rule 10b5-1 trading plans or other techniques. The authorization does not require a minimum amount of repurchases and can be modified, suspended or terminated at any time, with actual activity depending on trading prices, market conditions and other corporate considerations.

Insights

Credit and capital structure analyst

BW gains flexibility to reduce 2026 debt but with no set size or timeline.

Babcock & Wilcox Enterprises has Board approval to repurchase outstanding 8.125% and 6.50% Senior Notes due 2026. This authorization covers the remaining principal amounts of both note issues and allows multiple execution methods, including open market and privately negotiated transactions, as well as Rule 10b5-1 trading plans.

The move adds optionality around managing the company’s 2026 debt maturities, but the language explicitly states there is no minimum repurchase requirement and the program may be modified, suspended or terminated at any time. The extent and timing of any buybacks will depend on trading prices, volumes, market conditions and other investment opportunities, so actual deleveraging will only be clear once future transactions are disclosed.

From an investor perspective, this is a neutral governance step that permits, but does not commit to, debt reduction. Subsequent disclosures of executed note repurchases, if any, would provide more concrete insight into how actively the company uses this authorization ahead of the 2026 maturities.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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Accepted by SEC EDGAR 08/27/2025 - 06:31 AM Learn about SEC filing dates

FAQ

What did Babcock & Wilcox Enterprises (BW) announce regarding its debt?

The Board authorized a Debt Repurchase Authorization allowing the company to repurchase up to the remaining outstanding principal amounts of its 8.125% Senior Notes due 2026 and 6.50% Senior Notes due 2026.

Which specific Babcock & Wilcox notes are covered by the new repurchase authorization?

The authorization covers the company’s 8.125% Senior Notes due 2026 (February 2026 Notes) and its 6.50% Senior Notes due 2026 (December 2026 Notes).

Is Babcock & Wilcox required to repurchase a minimum amount of its 2026 notes?

No. The company states that the Debt Repurchase Authorization does not require it to repurchase a minimum amount of notes and it may be modified, suspended or terminated at any time without prior notice.

How can Babcock & Wilcox execute repurchases of its 2026 notes?

The company may repurchase notes through open market repurchases, privately negotiated transactions, Rule 10b5-1 trading plans or other techniques.

What factors will influence any future repurchases of Babcock & Wilcox notes?

The extent, amount and timing of any repurchases will depend on trading prices, trading volume, general market conditions, alternative investment opportunities and other considerations.

Does this Babcock & Wilcox authorization include forward-looking statements?

Yes. The company notes that statements about future repurchases of notes are forward-looking statements subject to risks and uncertainties described in its Form 10-K and Form 10-Q filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2025

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36876		47-2783641
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1200 East Market Street Suite 650 Akron, Ohio		44305
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, including Area Code: (330) 753-4511

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common stock, $0.01 par value per share	BW	New York Stock Exchange
8.125% Senior Notes due 2026	BWSN	New York Stock Exchange
6.50% Senior Notes due 2026	BWNB	New York Stock Exchange
7.75% Series A Cumulative Perpetual Preferred Stock	BW PRA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01 Other Events

On August 21, 2025, the Board of Directors of Babcock & Wilcox Enterprises, Inc. (the “Company”) authorized the Company to repurchase (the “Debt Repurchase Authorization”) up to the remaining outstanding principal amounts of each of the Company’s outstanding 8.125% Senior Notes due 2026 (the “February 2026 Notes”) and 6.50% Senior Notes due 2026 (the “December 2026 Notes” and, together with the February 2026 Notes, the “Notes”). Under the Debt Repurchase Authorization, the Company may repurchase the Notes from time to time through open market repurchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans or through the use of other techniques. The extent of such repurchases, including the amount and timing of any repurchases, will depend on a variety of factors, including trading prices, trading volume and general market conditions, alternative investment opportunities and other considerations. This Debt Repurchase Authorization does not require us to repurchase a minimum amount of Notes, and it may be modified, suspended or terminated at any time without prior notice.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating to future repurchases of Notes. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties. For a more complete discussion of these risk factors, see our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BABCOCK & WILCOX ENTERPRISES, INC.
August 27, 2025	By:	/s/ Cameron Frymyer
		Cameron Frymyer
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Representative)