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

Form 4: John Dziewisz sold 2,915 BWSN shares and received 115,000 RSUs

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

Rhea-AI Filing Summary

John J. Dziewisz, General Counsel & Secretary of Babcock & Wilcox Enterprises, Inc. (BWSN), reported both a small open‑market sale and a large restricted stock unit grant. On 08/07/2025 he sold 2,915 shares of common stock at $1.34 per share pursuant to a Rule 10b5‑1 trading plan, leaving him with 239,381 shares held directly. The filing also reports an award of 115,000 restricted stock units (RSUs) under the company’s Amended and Restated Long‑Term 2021 Incentive Plan; each RSU represents a contingent right to one share.

The RSUs vest in three annual installments beginning on August 7, 2026, which ties the grant to multi‑year retention. The sale was executed under an established trading plan rather than as an ad hoc disposition.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider sold a small lot under a 10b5‑1 plan and received a substantial RSU grant that vests over three years.

The reported sale of 2,915 shares at $1.34 is a routine disposition executed under a Rule 10b5‑1 plan and reduces direct holdings to 239,381 shares. The 115,000 RSU award under the 2021 Incentive Plan is material in size and aligns long‑term executive compensation with shareholder outcomes because vesting occurs in three annual installments starting August 7, 2026. Overall, these disclosures are standard governance and compensation events rather than immediate operational signals.

TL;DR: The Form 4 shows standard insider compensation and a planned sale; governance controls (10b5‑1 plan) were used for the sale.

The sale being conducted pursuant to a Rule 10b5‑1 plan indicates pre‑planned execution, reducing informational ambiguity about timing. The RSU grant under the long‑term incentive plan is significant in magnitude and vests over multiple years, which typically supports retention and alignment. There are no disclosures of option exercises, new loans, or changes in control in this filing.

Insider Dziewisz John J
Role General Counsel & Secretary
Sold 2,915 shs ($4K)
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 115,000 $0.00 $0.00
Sale Common Stock 2,915 $1.34 $4K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 115,000 shares (Direct); Common Stock — 239,381 shares (Direct); Common Stock — 2.25 shares (Indirect, 401k Plan)
Footnotes (3)
  1. F1. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
  2. F2. 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. F3. RSUs vest in three annual installments beginning August 7, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
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*
Dziewisz John J
(Last) (First) (Middle)
1200 EAST MARKET STREET
(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)
General Counsel & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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
Common Stock 08/07/2025 S 2,915(1) D $1.34 239,381 D
Common Stock 2.25 I 401k Plan
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 Unit (2) 08/07/2025 A 115,000 (3) (3) Common Stock 115,000 $0 115,000 D
Explanation of Responses:
1. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
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 in three annual installments beginning August 7, 2026.
/s/ John J. Dziewisz 08/11/2025
** 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.

Source: View Original Filing on SEC EDGAR