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): February 2526, 2026

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)
(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
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
6.50% Senior Notes due 2026	BWNB	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 1.01 Entry into a Material Definitive Agreement.

On February 2526, 2026, Babcock & Wilcox Enterprises, Inc. (the “Company”), ~~with~~through ~~certain~~its ~~subsidiaries~~wholly-owned ~~of the Company as guarantors~~subsidiary, ~~BRC~~The ~~Group~~Babcock ~~Holdings,~~& ~~Inc.~~Wilcox ~~(formerly~~Company ~~known as B. Riley Financial, Inc.)~~ (“~~BRC~~BWC”), ~~the~~entered ~~lenders~~into a ~~party~~definitive toDesign-Build ~~the Credit~~ Agreement (asthe ~~defined~~“Definitive ~~below~~Agreement”), ~~and~~with ~~Axos~~Base ~~Bank (“Axos”)~~Electron, as ~~administrative agent~~Inc., ~~entered~~an ~~into~~Applied ~~the~~Digital ~~Tenth~~Company ~~Amendment to Credit Agreement and Amendment to Security Agreement~~ (~~the~~ “~~Tenth Amendment~~Base Electron”)~~, to~~ that ~~certain~~supersedes ~~Credit~~and ~~Agreement,~~replaces ~~dated~~the aslimited ofnotice ~~January~~to ~~18,~~proceed ~~2024~~previously ~~(as~~disclosed ~~amended,~~by ~~restated,~~the ~~modified,~~Company. orThe ~~supplemented~~Definitive ~~from~~Agreement provides ~~time~~for ~~to time,~~ the ~~“Credit~~ ~~Agreement”).~~design ~~Capitalized~~and ~~terms~~installation ~~have~~of ~~the~~four ~~meaning~~300-megawatt asnatural ~~defined~~gas-fired inboilers ~~the~~and ~~Tenth~~steam ~~Amendment.~~turbine ~~Pursuant~~systems to ~~the~~offset ~~Tenth~~all ~~Amendment,~~power ~~Axos~~being ~~and~~used ~~the~~at ~~Lenders~~an ~~party~~Applied toDigital ~~the~~artificial ~~Credit~~intelligence ~~Agreement~~data ~~agreed~~center toin ~~amend~~exchange ~~certain~~for ~~provisions~~total consideration of ~~the~~up ~~Credit Agreement~~ to, ~~among~~$2.4 ~~other things~~billion, comprised of: (i) ~~increase~~a ~~the~~fixed ~~amounts~~fee ~~available~~in tothe beamount ~~borrowed~~of ~~based~~$434,806,756, onas ~~inventory~~may ~~and~~be ~~receivables~~adjusted in accordance with the ~~borrowing~~General ~~base~~Conditions ~~under~~set ~~the~~forth ~~Credit~~in the Definitive Agreement; (ii) ~~extend~~Variable ~~the~~Charges ~~maturity~~(as ~~date~~defined ofin the ~~Credit~~Definitive Agreement) tobased ~~January~~on ~~18,~~work ~~2028;~~performed and (iii) ~~suspend~~certain ~~the~~other ~~PBGC~~amounts ~~Reserve (provided that the PBGC Reserve~~payable ~~shall~~under ~~be re-imposed in~~ the ~~amount~~Definitive ofAgreement. ~~$3,000,000~~The onDefinitive ~~January~~Agreement 1,also ~~2027~~contains ~~unless~~standard ~~the~~provisions ~~Company~~for ~~has~~termination ~~provided~~of ~~evidence~~or tosuspension ~~Axos~~of ~~that the $3,000,000~~performance ~~installment~~under ~~due to~~ the ~~PBGC~~Definitive onAgreement, orand ~~prior~~provides tofor ~~September~~certain 15indemnification, ~~2026~~schedule ~~has~~and ~~been~~delay ~~paid);~~liquidated ~~(iv)~~damages, ~~modify~~performance ~~the covenants relating to deposit account control~~guarantees ~~agreements~~ and ~~institutions~~other torepresentations ~~allow for certain holdings in foreign currencies;~~ and ~~(v)~~warranties ~~release~~consistent ~~BRC~~with asthe aCompany’s ~~specified~~contracting ~~guarantor thereunder~~practices.

~~Item~~The ~~2.03~~above ~~Creation~~summary ofdoes not purport to be a ~~Direct~~complete description ~~Financial~~of ~~Obligation~~the orDefinitive anAgreement, ~~Obligation~~and ~~under~~is anqualified ~~Off-Balance~~in ~~Sheet~~its ~~Arrangement~~entirety by reference to the complete text of athe ~~Registrant~~Definitive Agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2026.

~~The information set forth in~~ Item 12.0102 Results of ~~this~~Operations ~~Current~~and ~~Report~~Financial ~~on Form 8-K is incorporated herein by reference into this Item 2~~Condition.~~03.~~

~~Signatures~~On March 4, 2026, the Company issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference and shall be deemed filed for purposes of the Exchange Act of 1934, as amended.

~~Pursuant~~This toselected consolidated financial data has been prepared by, and is the ~~requirements~~responsibility of, ~~the~~our ~~Securities~~management. ~~Exchange~~Our ~~Act~~independent ofregistered ~~1934~~public accounting firm, ~~the~~ ~~registrant~~BDO USA, P.C. (“BDO”), has ~~duly~~not ~~caused~~audited, ~~this~~reviewed, ~~report~~examined, compiled, nor applied agreed-upon procedures with respect to bethe ~~signed~~preliminary onfinancial ~~its~~information. Accordingly, ~~behalf~~BDO bydoes not express an opinion or any other form of assurance with respect thereto. Complete results as of and for the ~~undersigned~~quarter and ~~thereunto~~year ~~duly~~ended ~~authorized~~December 31, 2025 will be included in our Annual Report on Form 10-K.

	BABCOCK & WILCOX ENTERPRISES, INC.
March 3, 2026	By:	/s/ Cameron Frymyer
		Cameron Frymyer
		Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Duly Authorized Representative)

Item 7.01 Regulation FD Disclosure.

On March 4, 2026, the Company issued a press release announcing the Definitive Agreement, a copy of which is attached as Exhibit 99.2. The information contained in Exhibit 99.2 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

The Company has included certain preliminary financial information responsive to Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Form 10-K for the fiscal year ended December 31, 2025 in Exhibit 99.3 attached hereto. The preliminary financial results discussed in Exhibit 99.3 represent the most current information available to management. Actual results when disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2025 may differ from these preliminary results as a result of the completion of the Company’s financial closing procedures; final adjustments; completion of the review by the Company’s independent registered accounting firm; and other developments that may arise between now and the filing of the Company’s Form 10-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated March 4, 2026, announcing fourth quarter earnings
99.2		Press Release dated March 4, 2026, announcing entry into the Definitive Agreement
99.3		Management’s Discussion and Analysis of Financial Condition and Results of Operations
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

March 4, 2026	By:	/s/ Cameron Frymyer
		Cameron Frymyer
		Executive Vice President and Chief Financial Officer
		(Principal Accounting Officer and Duly Authorized Representative)

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