false
0001630805
0001630805
2025-08-21
2025-08-21
0001630805
us-gaap:CommonStockMember
2025-08-21
2025-08-21
0001630805
BW:SeniorNotes8.125PercentageDue2026Member
2025-08-21
2025-08-21
0001630805
BW:SeriesA7.75PercentageCumulativePerpetualPreferredStockMember
2025-08-21
2025-08-21
0001630805
BW:SeniorNotes6.50PercentageDue2026Member
2025-08-21
2025-08-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) |
