STOCK TITAN

Babcock & Wilcox (BW) GC exercises RSUs as 96,285 shares withheld for tax

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

Rhea-AI Filing Summary

Babcock & Wilcox Enterprises General Counsel & Secretary John J. Dziewisz reported compensation-related equity activity in company stock. On May 29, 2026, he exercised derivative awards to acquire a total of 218,334 shares of common stock and had 96,285 shares withheld to cover tax obligations, according to the filing’s F-coded transactions. He also received a grant of 50,000 restricted stock units under the company’s Amended and Restated Long-Term 2021 Incentive Plan, while several previously granted RSUs were accelerated to vest on that same date. The transactions reflect option and RSU exercises with associated tax withholding rather than any open-market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Dziewisz John J
Role General Counsel & Secretary
Type Security Shares Price Value
Exercise Restricted Stock Unit 115,000 $0.00 --
Exercise Restricted Stock Units 53,334 $0.00 --
Grant/Award Restricted Stock Units 50,000 $0.00 --
Exercise Restricted Stock Units 50,000 $0.00 --
Exercise Common Stock 115,000 $19.18 $2.21M
Tax Withholding Common Stock 50,715 $19.18 $973K
Exercise Common Stock 53,334 $19.18 $1.02M
Tax Withholding Common Stock 23,520 $19.18 $451K
Exercise Common Stock 50,000 $19.18 $959K
Tax Withholding Common Stock 22,050 $19.18 $423K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null); Common Stock — 409,718 shares (Direct, null); Common Stock — 2.25 shares (Indirect, 401k Plan)
Footnotes (1)
  1. Represents shares of common stock withheld by the Issuer pursuant to the terms of the award to pay tax withholding obligations of the Reporting Person upon the vesting of the RSUs. 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. RSUs originally scheduled to vest in three annual installments on August 7, 2026, August, 7, 2027 and August 7, 2028. These RSUs were accelerated to vest May 29, 2026. RSUs originally scheduled to vest in two annual installments on August 5, 2026 and August 5, 2027. These RSUs were accelerated to vest May 29, 2026. RSUs vest immediately on grant date.
Derivative exercises 218,334 shares Total common shares from M-code exercises on May 29, 2026
Tax withholding shares 96,285 shares Common shares delivered for tax obligations in F-code transactions
RSU grant 50,000 RSUs New restricted stock units granted under 2021 incentive plan
401k plan holding 2.25 shares Indirect common stock holding in 401k plan
Restricted Stock Units financial
"The filing shows a grant of 50,000 restricted stock units and several RSU exercises into 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.
tax withholding obligations financial
"Represents shares of common stock withheld by the Issuer to pay tax withholding obligations of the Reporting Person."
long-term incentive plan financial
"RSUs are granted under Babcock & Wilcox Enterprises, Inc. Amended and Restated Long-Term 2021 Incentive Plan."
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
accelerated to vest financial
"These RSUs were accelerated to vest May 29, 2026."
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SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel & Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/29/2026M115,000A$19.18409,718D
Common Stock05/29/2026F50,715(1)D$19.18359,003D
Common Stock05/29/2026M53,334A$19.18412,337D
Common Stock05/29/2026F23,520(1)D$19.18388,817D
Common Stock05/29/2026M50,000A$19.18438,817D
Common Stock05/29/2026F22,050(1)D$19.18416,767D
Common Stock2.25I401k 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2)05/29/2026M115,000 (3) (3)Common Stock115,000$00D
Restricted Stock Units(2)05/29/2026M53,334 (4) (4)Common Stock53,334$00D
Restricted Stock Units(2)05/29/2026A50,000 (5) (5)Common Stock50,000$050,000D
Restricted Stock Units(2)05/29/2026M50,000 (5) (5)Common Stock50,000$00D
Explanation of Responses:
1. Represents shares of common stock withheld by the Issuer pursuant to the terms of the award to pay tax withholding obligations of the Reporting Person upon the vesting of the RSUs.
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 originally scheduled to vest in three annual installments on August 7, 2026, August, 7, 2027 and August 7, 2028. These RSUs were accelerated to vest May 29, 2026.
4. RSUs originally scheduled to vest in two annual installments on August 5, 2026 and August 5, 2027. These RSUs were accelerated to vest May 29, 2026.
5. RSUs vest immediately on grant date.
/s/ Amy M. Saus, attorney-in-fact for John J. Dziewisz06/02/2026
** Signature of Reporting PersonDate
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)

FAQ

What did BW insider John J. Dziewisz report in this Form 4 for Babcock & Wilcox (BW)?

He reported exercising equity awards to acquire common shares and settling related taxes in shares. The filing also shows a new restricted stock unit grant and accelerated vesting of prior RSU awards under the company’s long-term incentive plan.

How many Babcock & Wilcox (BW) shares were acquired through exercises in this Form 4?

The filing shows derivative exercises covering 218,334 shares of Babcock & Wilcox common stock. These were reported as M-code transactions, indicating exercises or conversions of derivative securities into common shares on May 29, 2026.

How many Babcock & Wilcox (BW) shares were withheld for taxes in this insider filing?

The Form 4 reports 96,285 shares of BW common stock withheld to satisfy tax obligations. These F-code transactions reflect payment of exercise price or tax liabilities by delivering shares, not open-market sales.

Did John J. Dziewisz sell Babcock & Wilcox (BW) shares on the open market in this Form 4?

The transactions described are tax-withholding dispositions and derivative exercises, not open-market sales. Codes M and F indicate option and RSU activity with shares delivered for taxes rather than discretionary buying or selling in the market.

What RSU activity for Babcock & Wilcox (BW) is disclosed in this Form 4?

The filing shows a grant of 50,000 restricted stock units and several RSU exercises into common stock. Footnotes explain these RSUs were issued under the company’s 2021 long-term incentive plan and that certain awards were accelerated to vest on May 29, 2026.

Was any new equity granted to John J. Dziewisz under Babcock & Wilcox (BW)’s incentive plan?

Yes. The Form 4 reports an A-code transaction for 50,000 restricted stock units. Footnotes state each RSU represents a contingent right to receive one share of BW common stock under the Amended and Restated Long-Term 2021 Incentive Plan.