[Form 4/A] Babcock & Wilcox Enterprises, Inc. 8.125% Senior Notes due 2026 Amended Insider Trading Activity

Rhea-AI Filing Summary

Christopher S. Riker, Chief Operating Officer of Babcock & Wilcox Enterprises, Inc. (BWSN), was awarded 174,000 restricted stock units (RSUs). Each RSU represents a contingent right to one share of common stock under the company’s Amended and Restated Long-Term 2021 Incentive Plan. The award was granted on August 25, 2025 and vests on that same date, and the RSUs are reported as directly beneficially owned in the amended Form 4.

The amendment states the original Form 4 inadvertently omitted this award and corrects the record. The reported RSUs have a $0 per-share exercise or conversion price because they are units convertible into common stock upon vesting.

Positive

• Amendment corrects prior omission and restores accurate insider holdings disclosure
• Grant represents standard long-term incentive under the company’s 2021 Incentive Plan
• RSUs convert one-for-one into common shares, providing clear economic terms

Negative

• Initial Form 4 omitted the 174,000 RSU award, indicating a reporting oversight
• Large award size could be material to insider ownership calculations and potential dilution upon conversion

Insights

Securities Analyst

TL;DR: Officer received a sizeable RSU award that was later added via an amended Form 4 to correct an omission.

The grant of 174,000 RSUs to the COO is a routine executive compensation action but is material to insider holdings disclosure given its size. The amendment corrects an earlier reporting omission, restoring public transparency about the officer’s potential share dilution and future insider selling considerations upon vesting. Because these RSUs convert one-for-one into common shares at vesting, they represent potential future issuance rather than immediate purchases or sales.

Corporate Governance Expert

TL;DR: Correction of an omitted award highlights internal reporting control gap but the transaction itself is standard compensation.

The award aligns with long-term incentive practices under the company’s 2021 plan and vests on grant date, indicating a time-certain conversion event. The need to amend the Form 4 signals a disclosure lapse that investors and governance stakeholders may note; however, the substance—a direct RSU grant to a named executive—is consistent with customary retention and alignment objectives.

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

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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^*

Riker Christopher S

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/26/2025

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

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
Restricted Stock Units(1)	(2)	08/25/2025		A		174,000		(3)	(3)	Common Stock	174,000	$0	174,000	D

Explanation of Responses:

1. The Form 4, as originally filed, inadvertently omitted the award of 174,000 restricted stock units (RSUs) acquired by Mr. Riker on August 25, 2025 prior to the vesting of such award as reported on the original Form 4.

2. Each restricted stock unit (RSU) is granted pursuant to Babcock & Wilcox Enterprises, Inc. Amended and Restated Long-Term 2021 Incentive Plan and represents a contingent right to receive one share of BW common stock.

3. RSUs vest August 25, 2025.

	/s/ John J. Dziewsiz, attorney-in-fact for Christopher S. Riker	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 did Christopher S. Riker report on the amended Form 4 for BWSN?

The Form 4/A reports an award of 174,000 restricted stock units (RSUs) to Christopher S. Riker, COO, which were omitted from the originally filed Form 4.

When do the RSUs awarded to the COO vest?

The RSUs vest on August 25, 2025 and each RSU represents a contingent right to one share of BW common stock.

Under what plan were the RSUs granted?

The RSUs were granted pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated Long-Term 2021 Incentive Plan.

Are the reported RSUs currently exercisable or immediately convertible?

The RSUs are a contingent right to receive common stock at vesting; the report shows $0 as the price because they convert into shares upon vesting rather than representing a purchase.

Why was an amended Form 4 filed?

The amendment states the original Form 4 inadvertently omitted the award of 174,000 RSUs and the Form 4/A corrects that omission.