false2025FY0001630805P8YP3Y11486168020001Implemented0iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesbw:segmentxbrli:pureiso4217:DKKbw:power_plantbw:Megawattutr:Y00016308052025-01-012025-12-310001630805us-gaap:CommonStockMember2025-01-012025-12-310001630805bw:SeniorNotes650Due2026Member2025-01-012025-12-310001630805us-gaap:SeriesAPreferredStockMember2025-01-012025-12-3100016308052025-06-3000016308052026-03-0900016308052024-01-012024-12-3100016308052023-01-012023-12-3100016308052025-12-3100016308052024-12-310001630805bw:SeniorNotesDueExcluding2030NotesMember2025-12-310001630805bw:SeniorNotesDueExcluding2030NotesMember2024-12-310001630805bw:SeniorNotes8.75Due2030Member2025-12-310001630805bw:SeniorNotes8.75Due2030Member2024-12-310001630805us-gaap:CommonStockMember2022-12-310001630805us-gaap:PreferredStockMember2022-12-310001630805us-gaap:AdditionalPaidInCapitalMember2022-12-310001630805us-gaap:TreasuryStockCommonMember2022-12-310001630805us-gaap:RetainedEarningsMember2022-12-310001630805us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001630805us-gaap:NoncontrollingInterestMember2022-12-3100016308052022-12-310001630805us-gaap:RetainedEarningsMember2023-01-012023-12-310001630805us-gaap:NoncontrollingInterestMember2023-01-012023-12-310001630805us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001630805us-gaap:CommonStockMember2023-01-012023-12-310001630805us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001630805us-gaap:TreasuryStockCommonMember2023-01-012023-12-310001630805us-gaap:CommonStockMember2023-12-310001630805us-gaap:PreferredStockMember2023-12-310001630805us-gaap:AdditionalPaidInCapitalMember2023-12-310001630805us-gaap:TreasuryStockCommonMember2023-12-310001630805us-gaap:RetainedEarningsMember2023-12-310001630805us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001630805us-gaap:NoncontrollingInterestMember2023-12-3100016308052023-12-310001630805us-gaap:RetainedEarningsMember2024-01-012024-12-310001630805us-gaap:NoncontrollingInterestMember2024-01-012024-12-310001630805us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001630805us-gaap:CommonStockMember2024-01-012024-12-310001630805us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001630805us-gaap:TreasuryStockCommonMember2024-01-012024-12-310001630805us-gaap:CommonStockMember2024-12-310001630805us-gaap:PreferredStockMember2024-12-310001630805us-gaap:AdditionalPaidInCapitalMember2024-12-310001630805us-gaap:TreasuryStockCommonMember2024-12-310001630805us-gaap:RetainedEarningsMember2024-12-310001630805us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001630805us-gaap:NoncontrollingInterestMember2024-12-310001630805us-gaap:RetainedEarningsMember2025-01-012025-12-310001630805us-gaap:NoncontrollingInterestMember2025-01-012025-12-310001630805us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310001630805us-gaap:CommonStockMember2025-01-012025-12-310001630805us-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310001630805us-gaap:TreasuryStockCommonMember2025-01-012025-12-310001630805us-gaap:CommonStockMember2025-12-310001630805us-gaap:PreferredStockMember2025-12-310001630805us-gaap:AdditionalPaidInCapitalMember2025-12-310001630805us-gaap:TreasuryStockCommonMember2025-12-310001630805us-gaap:RetainedEarningsMember2025-12-310001630805us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001630805us-gaap:NoncontrollingInterestMember2025-12-310001630805country:CA2025-01-012025-12-310001630805country:ID2025-01-012025-12-310001630805us-gaap:ForeignTaxJurisdictionOtherMember2025-01-012025-12-310001630805srt:MinimumMemberus-gaap:BuildingMember2025-12-310001630805srt:MaximumMemberus-gaap:BuildingMember2025-12-310001630805srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2025-12-310001630805srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2025-12-310001630805us-gaap:TransferredAtPointInTimeMember2024-01-012024-12-310001630805us-gaap:TransferredAtPointInTimeMember2023-01-012023-12-310001630805us-gaap:TransferredAtPointInTimeMember2025-01-012025-12-310001630805us-gaap:TransferredOverTimeMember2024-01-012024-12-310001630805us-gaap:TransferredOverTimeMember2023-01-012023-12-310001630805us-gaap:TransferredOverTimeMember2025-01-012025-12-310001630805us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbw:VlundMember2025-04-290001630805us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbw:VlundMember2025-04-292025-04-290001630805us-gaap:RelatedPartyMember2025-04-290001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:VlundMember2025-04-292025-04-290001630805us-gaap:AccumulatedTranslationAdjustmentMember2025-04-292025-04-290001630805us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbw:DiamondPowerMember2025-07-310001630805us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbw:DiamondPowerMember2025-07-312025-07-310001630805us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbw:AllenShermanHoffLLCMember2025-10-312025-10-310001630805us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbw:BabcockWilcoxRenewableServiceASBWRSMember2024-06-282024-06-280001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:BabcockWilcoxRenewableServiceASBWRSMember2025-01-012025-12-310001630805us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbw:SPIGAndGMABMember2024-10-302024-10-300001630805us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbw:SPIGMember2024-01-012024-09-300001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:BWSolarMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:BabcockWilcoxRenewableServiceASBWRSMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:VlundMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:DiamondPowerMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:AllenShermanHoffLLCMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:BWSolarMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:BabcockWilcoxRenewableServiceASBWRSMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:SPIGMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:GMABMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:VlundMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:DiamondPowerMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:AllenShermanHoffLLCMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMember2024-01-012024-12-310001630805bw:OMServiceMember2024-07-012024-09-300001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:BWSolarMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:BabcockWilcoxRenewableServiceASBWRSMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:SPIGMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:GMABMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:VlundMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:DiamondPowerMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMemberbw:AllenShermanHoffLLCMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldForSaleOrDisposedOfBySaleMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:BWSolarMember2024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:VlundMember2024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:DiamondPowerMember2024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:AllenShermanHoffLLCMember2024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMember2024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:BWSolarMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:VlundMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:DiamondPowerMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:AllenShermanHoffLLCMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMember2025-01-012025-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:BWSolarMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:BabcockWilcoxRenewableServiceASBWRSMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:SPIGMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:GMABMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:VlundMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:DiamondPowerMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:AllenShermanHoffLLCMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMember2024-01-012024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:BWSolarMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:BabcockWilcoxRenewableServiceASBWRSMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:SPIGMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:GMABMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:VlundMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:DiamondPowerMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:AllenShermanHoffLLCMember2023-01-012023-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMember2023-01-012023-12-310001630805bw:PartsMemberbw:BWMember2025-01-012025-12-310001630805bw:PartsMemberbw:BWMember2024-01-012024-12-310001630805bw:PartsMemberbw:BWMember2023-01-012023-12-310001630805bw:ProjectsMemberbw:BWMember2025-01-012025-12-310001630805bw:ProjectsMemberbw:BWMember2024-01-012024-12-310001630805bw:ProjectsMemberbw:BWMember2023-01-012023-12-310001630805us-gaap:ConstructionMemberbw:BWMember2025-01-012025-12-310001630805us-gaap:ConstructionMemberbw:BWMember2024-01-012024-12-310001630805us-gaap:ConstructionMemberbw:BWMember2023-01-012023-12-310001630805bw:BWMember2025-01-012025-12-310001630805bw:BWMember2024-01-012024-12-310001630805bw:BWMember2023-01-012023-12-310001630805country:US2025-01-012025-12-310001630805country:US2024-01-012024-12-310001630805country:US2023-01-012023-12-310001630805country:CA2025-01-012025-12-310001630805country:CA2024-01-012024-12-310001630805country:CA2023-01-012023-12-310001630805country:GB2025-01-012025-12-310001630805country:GB2024-01-012024-12-310001630805country:GB2023-01-012023-12-310001630805country:ID2025-01-012025-12-310001630805country:ID2024-01-012024-12-310001630805country:ID2023-01-012023-12-310001630805country:PH2025-01-012025-12-310001630805country:PH2024-01-012024-12-310001630805country:PH2023-01-012023-12-310001630805bw:AllOtherCountriesMember2025-01-012025-12-310001630805bw:AllOtherCountriesMember2024-01-012024-12-310001630805bw:AllOtherCountriesMember2023-01-012023-12-310001630805country:US2025-12-310001630805country:US2024-12-310001630805country:MX2025-12-310001630805country:MX2024-12-310001630805bw:AllOtherCountriesMember2025-12-310001630805bw:AllOtherCountriesMember2024-12-310001630805bw:OneCustomerMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-12-3100016308052026-01-012025-12-3100016308052027-01-012025-12-3100016308052028-01-012025-12-310001630805us-gaap:LandMember2025-12-310001630805us-gaap:LandMember2024-12-310001630805us-gaap:BuildingMember2025-12-310001630805us-gaap:BuildingMember2024-12-310001630805us-gaap:MachineryAndEquipmentMember2025-12-310001630805us-gaap:MachineryAndEquipmentMember2024-12-310001630805us-gaap:ConstructionInProgressMember2025-12-310001630805us-gaap:ConstructionInProgressMember2024-12-310001630805us-gaap:DiscontinuedOperationsHeldforsaleMemberbw:DiamondPowerMember2025-07-3100016308052025-10-010001630805us-gaap:CustomerRelationshipsMember2025-12-310001630805us-gaap:CustomerRelationshipsMember2024-12-310001630805us-gaap:UnpatentedTechnologyMember2025-12-310001630805us-gaap:UnpatentedTechnologyMember2024-12-310001630805us-gaap:PatentedTechnologyMember2025-12-310001630805us-gaap:PatentedTechnologyMember2024-12-310001630805us-gaap:TradeNamesMember2025-12-310001630805us-gaap:TradeNamesMember2024-12-310001630805us-gaap:OtherIntangibleAssetsMember2025-12-310001630805us-gaap:OtherIntangibleAssetsMember2024-12-310001630805us-gaap:SellingGeneralAndAdministrativeExpensesMember2025-01-012025-12-310001630805us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-01-012024-12-310001630805us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-12-310001630805us-gaap:SegmentContinuingOperationsMember2025-01-012025-12-310001630805us-gaap:SegmentContinuingOperationsMember2024-01-012024-12-310001630805us-gaap:SegmentContinuingOperationsMember2023-01-012023-12-310001630805srt:MaximumMembercountry:CA2011-01-012011-12-310001630805srt:MinimumMembercountry:CA2011-01-012011-12-310001630805us-gaap:PensionPlansDefinedBenefitMember2024-12-310001630805us-gaap:PensionPlansDefinedBenefitMember2023-12-310001630805us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-12-310001630805us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-12-310001630805us-gaap:PensionPlansDefinedBenefitMember2025-01-012025-12-310001630805us-gaap:PensionPlansDefinedBenefitMember2024-01-012024-12-310001630805us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-01-012025-12-310001630805us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-01-012024-12-310001630805us-gaap:PensionPlansDefinedBenefitMember2025-12-310001630805us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-12-310001630805us-gaap:FixedIncomeFundsMember2025-12-310001630805us-gaap:EquityFundsMember2025-12-310001630805us-gaap:FixedIncomeFundsMember2024-12-310001630805us-gaap:EquityFundsMember2024-12-310001630805us-gaap:PensionPlansDefinedBenefitMember2023-01-012023-12-310001630805us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-01-012023-12-310001630805us-gaap:USGovernmentAgenciesDebtSecuritiesMember2025-12-310001630805us-gaap:USGovernmentAgenciesDebtSecuritiesMember2024-12-310001630805us-gaap:EquityMember2025-12-310001630805us-gaap:EquityMember2024-12-310001630805bw:PrivateCreditMember2025-12-310001630805bw:PrivateCreditMember2024-12-310001630805us-gaap:HedgeFundsMember2025-12-310001630805us-gaap:HedgeFundsMember2024-12-310001630805us-gaap:DerivativeMember2025-12-310001630805us-gaap:DerivativeMember2024-12-310001630805bw:DefinedBenefitPlanAlternativeLiquidCreditAndDirectLendingFundsMember2025-12-310001630805bw:DefinedBenefitPlanAlternativeLiquidCreditAndDirectLendingFundsMember2024-12-310001630805us-gaap:FixedIncomeSecuritiesMember2024-12-310001630805us-gaap:FixedIncomeSecuritiesMember2025-12-310001630805us-gaap:DefinedBenefitPlanEquitySecuritiesMember2024-12-310001630805us-gaap:DefinedBenefitPlanEquitySecuritiesMember2025-12-310001630805bw:UKAndCanadianPlansMemberus-gaap:FixedIncomeInvestmentsMember2025-12-310001630805bw:UKAndCanadianPlansMemberus-gaap:FixedIncomeInvestmentsMember2024-12-310001630805bw:UKAndCanadianPlansMemberus-gaap:OtherInvestmentsMember2025-12-310001630805bw:UKAndCanadianPlansMemberus-gaap:OtherInvestmentsMember2024-12-310001630805us-gaap:BondsMemberbw:CanadianPlanMember2025-12-310001630805us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel12And3Member2025-12-310001630805us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2025-12-310001630805us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001630805us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel3Member2025-12-310001630805us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel12And3Member2025-12-310001630805us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001630805us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001630805us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001630805us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel12And3Member2025-12-310001630805us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001630805us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001630805us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001630805bw:PrivateCreditMemberus-gaap:FairValueInputsLevel12And3Member2025-12-310001630805bw:PrivateCreditMemberus-gaap:FairValueInputsLevel1Member2025-12-310001630805bw:PrivateCreditMemberus-gaap:FairValueInputsLevel2Member2025-12-310001630805bw:PrivateCreditMemberus-gaap:FairValueInputsLevel3Member2025-12-310001630805us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel12And3Member2025-12-310001630805us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001630805us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001630805us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001630805us-gaap:HedgeFundsMemberus-gaap:FairValueInputsLevel12And3Member2025-12-310001630805us-gaap:HedgeFundsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001630805us-gaap:HedgeFundsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001630805us-gaap:HedgeFundsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001630805us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel12And3Member2025-12-310001630805us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001630805us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001630805us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001630805us-gaap:FairValueInputsLevel12And3Member2025-12-310001630805us-gaap:FairValueInputsLevel1Member2025-12-310001630805us-gaap:FairValueInputsLevel2Member2025-12-310001630805us-gaap:FairValueInputsLevel3Member2025-12-310001630805us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2025-12-310001630805us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001630805us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2024-12-310001630805us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001630805us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel3Member2024-12-310001630805us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001630805us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001630805us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001630805us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001630805us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001630805us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001630805us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001630805us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001630805bw:PrivateCreditMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001630805bw:PrivateCreditMemberus-gaap:FairValueInputsLevel1Member2024-12-310001630805bw:PrivateCreditMemberus-gaap:FairValueInputsLevel2Member2024-12-310001630805bw:PrivateCreditMemberus-gaap:FairValueInputsLevel3Member2024-12-310001630805us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001630805us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001630805us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001630805us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001630805us-gaap:HedgeFundsMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001630805us-gaap:HedgeFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001630805us-gaap:HedgeFundsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001630805us-gaap:HedgeFundsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001630805us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310001630805us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001630805us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001630805us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001630805us-gaap:FairValueInputsLevel12And3Member2024-12-310001630805us-gaap:FairValueInputsLevel1Member2024-12-310001630805us-gaap:FairValueInputsLevel2Member2024-12-310001630805us-gaap:FairValueInputsLevel3Member2024-12-310001630805us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2024-12-310001630805us-gaap:FairValueInputsLevel3Member2025-01-012025-12-310001630805country:USus-gaap:PensionPlansDefinedBenefitMember2025-12-310001630805country:USus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-12-310001630805us-gaap:ForeignPlanMemberus-gaap:PensionPlansDefinedBenefitMember2025-12-310001630805us-gaap:ForeignPlanMemberus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-12-3100016308052024-07-012024-09-300001630805bw:ThriftMember2025-01-012025-12-310001630805bw:ThriftMember2024-01-012024-12-310001630805bw:ThriftMember2023-01-012023-12-310001630805bw:CanadaDefinedContributionMember2023-01-012023-12-310001630805bw:CanadaDefinedContributionMember2025-01-012025-12-310001630805bw:CanadaDefinedContributionMember2024-01-012024-12-310001630805bw:BoilermakerBlacksmithNationalPensionTrustMember2025-01-012025-12-310001630805bw:BoilermakerBlacksmithNationalPensionTrustMember2024-01-012024-12-310001630805bw:BoilermakerBlacksmithNationalPensionTrustMember2023-01-012023-12-310001630805bw:OtherMember2025-01-012025-12-310001630805bw:OtherMember2024-01-012024-12-310001630805bw:OtherMember2023-01-012023-12-310001630805bw:SeniorNotes650Due2026Memberus-gaap:SeniorNotesMember2025-12-310001630805bw:SeniorNotes8125Due2026Memberus-gaap:SeniorNotesMember2025-12-310001630805bw:SeniorNotes8125Due2026Memberus-gaap:SeniorNotesMember2024-12-310001630805bw:SeniorNotes650Due2026Memberus-gaap:SeniorNotesMember2024-12-310001630805us-gaap:SeniorNotesMember2024-12-310001630805bw:SeniorNotes8125Due2026Memberus-gaap:SeniorNotesMember2025-06-300001630805bw:SeniorNotes650Due2026Memberus-gaap:SeniorNotesMember2025-06-300001630805bw:SeniorNotes8125Due2026Memberus-gaap:SeniorNotesMember2025-07-012025-09-300001630805us-gaap:SeniorNotesMember2025-07-012025-09-300001630805bw:SeniorNotes8125Due2026Memberbw:BAndWPensionPlanMemberus-gaap:SeniorNotesMember2025-07-012025-09-300001630805bw:SeniorNotes650Due2026Memberbw:BAndWPensionPlanMemberus-gaap:SeniorNotesMember2025-07-012025-09-300001630805bw:SeniorNotes8.75Due2030Memberbw:BAndWPensionPlanMemberus-gaap:SeniorNotesMember2025-07-012025-09-300001630805bw:SeniorNotes8.75Due2030Memberus-gaap:SeniorNotesMember2025-12-310001630805bw:SeniorNotes8125Due2026Memberus-gaap:SeniorNotesMember2025-10-012025-12-310001630805bw:SeniorNotes650Due2026Memberus-gaap:SeniorNotesMember2025-10-012025-12-310001630805bw:SeniorNotes8.75Due2030Memberus-gaap:SeniorNotesMember2025-05-310001630805bw:SeniorNotes8.75Due2030Memberus-gaap:SeniorNotesMember2025-05-012025-05-310001630805bw:SeniorNotes8.75Due2030Memberus-gaap:SeniorNotesMember2025-01-012025-12-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMemberus-gaap:LineOfCreditMember2024-01-310001630805us-gaap:LetterOfCreditMemberus-gaap:LineOfCreditMember2024-01-310001630805us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberbw:CreditFacilityMemberbw:DebtInstrumentCovenantOneMember2024-01-012024-01-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMemberbw:DebtInstrumentCovenantOneMember2024-01-310001630805us-gaap:SecuredOvernightFinancingRateSofrMemberbw:CreditFacilityMemberbw:DebtInstrumentCovenantTwoMember2024-01-012024-01-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMemberbw:DebtInstrumentCovenantTwoMember2024-01-310001630805us-gaap:RevolvingCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMemberbw:CreditFacilityMember2024-01-012024-01-310001630805us-gaap:RevolvingCreditFacilityMemberbw:DailySimpleSecuredOvernightFinancingRateSOFRMemberbw:CreditFacilityMember2024-01-012024-01-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMember2024-01-012024-01-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMemberus-gaap:LineOfCreditMember2024-01-012024-01-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMember2024-01-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMemberus-gaap:SubsequentEventMember2026-02-250001630805us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-12-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMember2025-12-310001630805us-gaap:LetterOfCreditMemberbw:CreditFacilityMember2025-12-310001630805bw:CreditFacilityMember2025-12-310001630805us-gaap:LetterOfCreditMember2021-06-300001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMemberus-gaap:LineOfCreditMember2024-01-012024-12-310001630805bw:PerformanceLettersOfCreditMember2025-12-310001630805bw:PerformanceLettersOfCreditMember2024-12-310001630805bw:FinancialLettersOfCreditMember2025-12-310001630805bw:FinancialLettersOfCreditMember2024-12-310001630805bw:BackstoppedBondsMember2025-12-310001630805bw:BackstoppedBondsMember2024-12-310001630805us-gaap:SuretyBondMember2025-12-310001630805us-gaap:SuretyBondMember2024-12-310001630805bw:LettersOfCreditSubjectToForeignCurrencyRevaluationMember2025-12-310001630805bw:LettersOfCreditSubjectToForeignCurrencyRevaluationMember2024-12-310001630805bw:LetterOfCreditNonDomesticFacilitiesMember2025-12-310001630805bw:LetterOfCreditNonDomesticFacilitiesMember2024-12-310001630805bw:SaleLeasebackFinancingTransactionsMember2025-12-310001630805bw:SaleLeasebackFinancingTransactionsMember2024-12-310001630805bw:StateOfWestVirginiaMemberbw:ForgivableLoanMember2025-12-310001630805bw:SeniorNotesDue2026Memberus-gaap:SeniorNotesMember2025-01-012025-12-310001630805bw:SeniorNotesDue2026Memberus-gaap:SeniorNotesMember2024-01-012024-12-310001630805bw:SeniorNotesDue2026Memberus-gaap:SeniorNotesMember2023-01-012023-12-310001630805bw:SeniorNotes8.75Due2030Memberus-gaap:SeniorNotesMember2024-01-012024-12-310001630805bw:SeniorNotes8.75Due2030Memberus-gaap:SeniorNotesMember2023-01-012023-12-310001630805us-gaap:RevolvingCreditFacilityMember2025-01-012025-12-310001630805us-gaap:RevolvingCreditFacilityMember2024-01-012024-12-310001630805us-gaap:RevolvingCreditFacilityMember2023-01-012023-12-310001630805us-gaap:SeriesAPreferredStockMember2025-12-310001630805bw:AtTheMarketOfferingMember2025-01-012025-12-310001630805bw:AtTheMarketOfferingMember2024-01-012024-12-310001630805bw:TwoThousandTwentyFiveSalesAgreementMember2025-11-300001630805bw:TwoThousandTwentyFiveSalesAgreementMember2025-01-012025-12-310001630805bw:AppliedDigitalMember2025-11-040001630805us-gaap:PrivatePlacementMember2025-11-042025-11-040001630805us-gaap:PrivatePlacementMember2025-11-040001630805bw:InitialWarrantsMember2025-11-040001630805us-gaap:MeasurementInputRiskFreeInterestRateMember2025-12-310001630805us-gaap:MeasurementInputPriceVolatilityMember2025-12-310001630805us-gaap:MeasurementInputExercisePriceMember2025-12-310001630805us-gaap:MeasurementInputExpectedTermMember2025-12-310001630805bw:AdditionalWarrantsMember2025-11-040001630805bw:CashandCashEquivalentsForeignOperationsMember2025-12-310001630805bw:CashandCashEquivalentsForeignOperationsMember2024-12-310001630805bw:CashandCashEquivalentsForeignOperationsMember2023-12-310001630805country:US2025-12-310001630805country:US2024-12-310001630805country:US2023-12-310001630805bw:CashHeldToMeetReinsuranceReserveRequirementsMember2025-12-310001630805bw:CashHeldToMeetReinsuranceReserveRequirementsMember2024-12-310001630805bw:CashHeldToMeetReinsuranceReserveRequirementsMember2023-12-310001630805bw:ProjectIndemnityCollateralMember2025-12-310001630805bw:ProjectIndemnityCollateralMember2024-12-310001630805bw:ProjectIndemnityCollateralMember2023-12-310001630805bw:BankGuaranteeCollateralMember2025-12-310001630805bw:BankGuaranteeCollateralMember2024-12-310001630805bw:BankGuaranteeCollateralMember2023-12-310001630805bw:LettersOfCreditCollateralMember2025-12-310001630805bw:LettersOfCreditCollateralMember2024-12-310001630805bw:LettersOfCreditCollateralMember2023-12-310001630805bw:HoldBackForAcquisitionPurchasePriceMember2025-12-310001630805bw:HoldBackForAcquisitionPurchasePriceMember2024-12-310001630805bw:HoldBackForAcquisitionPurchasePriceMember2023-12-310001630805bw:EscrowMember2025-12-310001630805bw:EscrowMember2024-12-310001630805bw:EscrowMember2023-12-310001630805us-gaap:RestrictedStockMember2024-12-310001630805us-gaap:RestrictedStockMember2025-01-012025-12-310001630805us-gaap:RestrictedStockMember2025-12-310001630805bw:RestrictedStockUnitsWithMarketConditionsMember2022-07-012022-07-310001630805bw:RestrictedStockUnitsWithMarketConditionsMember2025-01-012025-12-310001630805bw:RestrictedStockUnitsWithMarketConditionsMember2024-12-310001630805bw:RestrictedStockUnitsWithMarketConditionsMember2025-12-3100016308052018-12-012018-12-310001630805us-gaap:StockAppreciationRightsSARSMember2025-01-012025-12-310001630805us-gaap:StockAppreciationRightsSARSMember2024-01-012024-12-310001630805us-gaap:StockAppreciationRightsSARSMember2025-12-310001630805us-gaap:StockAppreciationRightsSARSMember2024-12-310001630805country:LU2025-01-012025-12-310001630805country:PA2025-01-012025-12-310001630805country:US2025-01-012025-12-310001630805us-gaap:DomesticCountryMember2025-12-310001630805us-gaap:StateAndLocalJurisdictionMember2025-12-310001630805us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-12-310001630805us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-12-310001630805us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-12-310001630805us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2025-01-012025-12-310001630805us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-01-012024-12-310001630805us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-01-012023-12-310001630805us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2025-12-310001630805us-gaap:AccumulatedTranslationAdjustmentMember2022-12-310001630805us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-310001630805us-gaap:AccumulatedTranslationAdjustmentMember2023-01-012023-12-310001630805us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-01-012023-12-310001630805us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001630805us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310001630805us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-12-310001630805us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-12-310001630805us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310001630805us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-310001630805us-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-12-310001630805us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-01-012025-12-310001630805us-gaap:AccumulatedTranslationAdjustmentMember2025-12-310001630805us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-12-310001630805us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310001630805us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001630805us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001630805us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel1Member2025-12-310001630805us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel1Member2024-12-310001630805us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-12-310001630805us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-12-310001630805srt:MinimumMember2025-12-310001630805srt:MaximumMember2025-12-310001630805bw:BabcockWilcoxEnterprisesInc.Memberbw:B.RileyCapitalManagementLLCMember2025-01-012025-12-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMemberbw:AnnualFeeMember2024-01-310001630805us-gaap:RevolvingCreditFacilityMemberbw:CreditFacilityMemberbw:AnnualFeeMember2024-01-012024-01-310001630805bw:BRileySecuritiesIncMembersrt:AffiliatedEntityMember2025-11-300001630805bw:BRileySecuritiesIncMembersrt:AffiliatedEntityMember2024-04-300001630805bw:FinancialAdvisoryServicesMembersrt:AffiliatedEntityMemberbw:BPRIExecutiveConsultingLLCMember2024-12-120001630805bw:FinancialAdvisoryServicesMembersrt:AffiliatedEntityMemberbw:BPRIExecutiveConsultingLLCMember2025-01-012025-12-310001630805bw:SeniorNotes650Due2026Memberus-gaap:SeniorNotesMemberus-gaap:SubsequentEventMember2026-03-060001630805us-gaap:SubsequentEventMember2026-01-012026-03-060001630805bw:BaseElectronMemberus-gaap:SubsequentEventMember2026-02-260001630805bw:BaseElectronMemberus-gaap:SubsequentEventMember2026-02-262026-02-2600016308052025-10-012025-12-310001630805us-gaap:InventoryValuationReserveMember2024-12-310001630805us-gaap:InventoryValuationReserveMember2023-12-310001630805us-gaap:InventoryValuationReserveMember2022-12-310001630805us-gaap:InventoryValuationReserveMember2025-01-012025-12-310001630805us-gaap:InventoryValuationReserveMember2024-01-012024-12-310001630805us-gaap:InventoryValuationReserveMember2023-01-012023-12-310001630805us-gaap:InventoryValuationReserveMember2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36876

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)


Delaware						47-2783641
(State or other Jurisdiction of Incorporation or Organization)						(I.R.S. 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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant on the last business day of the registrant's most recently completed second fiscal quarter (based on the closing sales price on the New York Stock Exchange on June 30, 2025) was approximately $63.5 million.

The number of shares of the registrant's common stock outstanding at March 9, 2026 was 135,256,006.

DOCUMENTS INCORPORATED BY REFERENCE

In accordance with General Instruction G(3) of Form 10-K, certain information required by Part III hereof will either be incorporated into this Form 10-K by reference to our Definitive Proxy Statement for our Annual Meeting of Shareholders filed within 120 days of December 31, 2025 or will be included in an amendment to this Form 10-K filed within 120 days of December 31, 2025.

TABLE OF CONTENTS


		PAGE
	PART I
Item 1.	Business	7
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	29
Item 1C.	Cybersecurity	29
Item 2.	Properties	31
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	31
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities	31
Item 6.	Reserved	32
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	32
	Business Overview	33
	Results of Operations - Years Ended December 31, 2025, 2024 and 2023	35
	Liquidity and Capital Resources	40
	Critical Accounting Policies and Estimates	42
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 8.	Consolidated Financial Statements and Supplemental Data	45
	Report of Independent Registered Public Accounting Firms	45
	Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023	49
	Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023	50
	Consolidated Balance Sheets as of December 31, 2025 and 2024	51
	Consolidated Statement of Stockholders' Deficit for the Years Ended December 31, 2025, 2024, and 2023	52
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023	53
	Notes to Consolidated Financial Statements	55
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	100
Item 9A.	Controls and Procedures	100
	Evaluation of Disclosure Controls and Procedures	100
	Management's Report on Internal Control Over Financial Reporting	101
	Changes in Internal Control Over Financial Reporting	102
	Report of Independent Registered Public Accounting Firm	102
Item 9B.	Other Information	103
	Insider Trading Arrangements	103
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	103
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	104
Item 11.	Executive Compensation	104
Item 12.	Security Ownership of Beneficial Owners and Management and Related Stockholder Matters	105
Item 13.	Certain Relationships and Related Transactions, and Director Independence	105
Item 14.	Principal Accountant Fees and Services	105
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	105
Item 16.	Form 10-K Summary	114
Signatures		114

Definitions

In this Annual Report on Form 10-K, or this "Annual Report," unless the context otherwise indicates, "B&W," "we," "us," "our" or the "Company" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiaries. Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations.


Abbreviation or acronym						Term
6.50% Senior Notes						6.50% Senior Notes due December 31, 2026 issued by Babcock & Wilcox Enterprises, Inc. in 2021
8.125% Senior Notes						8.125% Senior Notes due February 28, 2026 issued by Babcock & Wilcox Enterprises, Inc. in 2021
8.75% Senior Notes						8.75% Senior Secured Notes due June 30, 2030 issued by Babcock & Wilcox Enterprises, Inc. in 2025
Agents						Collectively, B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC
2025 Agents						Collectively, B. Riley and Lake Street Capital Markets, LLC Group LLC
AI						Artificial intelligence
AOCI						Accumulated Other Comprehensive Income (loss)
Applied Digital						Applied Digital Corporation
ASC						Accounting Standards Codification
ASH						Allen-Sherman-Hoff Division
ASU						Accounting Standards Update
Axos						Axos Bank, an affiliate of Axos Financial, Inc.
B&W Solar						Babcock & Wilcox Solar Energy, Inc., formerly known as Fosler Construction Company, Inc.
B. Riley						B. Riley Financial, Inc. and its affiliates, a related party
BWRS						Babcock & Wilcox Renewable Service A/S
BWXT						BWX Technologies, Inc., NYSE Ticker "BWXT"
CODM						Chief Operating Decision Maker, who is our chief executive officer
CO2						Carbon dioxide
Credit Agreement						Credit Agreement between us, with certain of our subsidiaries as guarantors, the lenders party thereto from time to time and Axos Bank, as administrative agent, swingline lender and letter of credit issuer on January 18, 2024 (as amended from time to time)
Credit Facility						Revolving credit facility
CTA						Currency translation adjustment
Debt Facilities						Collectively, the Revolving Credit Agreement and Letter of Credit Agreement
Diamond Power						Diamond Power International, LLC
DTAs						Deferred Tax Assets
EBITDA						Earnings before interest, taxes, depreciation and amortization
ESP						Electrostatic precipitators
Exchange Act						The Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
GAAP						Generally Accepted Accounting Principles in the United States of America
GMAB						Babcock & Wilcox Vølund AB f/k/a Gӧtaverken Miljӧ AB
IPP						Independent power producer
IRC						U.S. Internal Revenue Code of 1986, as amended
IT						Information technology
Letter of Credit Agreement						Letter of Credit agreement with PNC
MSD						MSD Partners and affiliates, including MSD PCOF Partners XLV, LLC
MTM						Mark-to-Market
NOL						Net operating losses


Abbreviation or acronym						Term
Notes Due 2026 or Senior Notes Due 2026						Collectively, the 8.125% Senior Notes due February 28, 2026 and the 6.50% Senior Notes due December 31, 2026
NYSE						New York Stock Exchange
Over time						Refers to fixed long-term pricing in contract term revenue
O&M						Operational & Maintenance contract
PBGC						Pension Benefit Guaranty Corporation
PNC						PNC Bank, National Association
Preferred Stock						7.75% Series A Cumulative Perpetual Preferred Stock
Revolving Credit Agreement						Revolving credit agreement with PNC
Registration Rights Agreement						Registration rights agreement with B. Riley
Reimbursement Agreement						Reimbursement, guaranty and security agreement with MSD
Sales Agreement						Sales agreement with B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC
2025 Sales Agreement						Sales agreement with B. Riley Securities, Inc. and Lake Street Capital Markets, LLC
SEC						United States Securities and Exchange Commission
Securities Act						The Securities Act of 1933, as amended
SG&A						Selling, general and administrative expenses
SOFR						The Secured Overnight Financing Rate
Specified Transactions						The Company's engagement in certain specified sales of the assets of specified subsidiaries of the Company
SPIG						SPIG S.p.A
U.S. Plan						Retirement Plan for Employees of Babcock & Wilcox Commercial Operations

Note: Rounding of figures in this Annual Report may result in computational discrepancies.

PART I

***** Cautionary Statement Concerning Forward-Looking Information *****

This Annual Report on Form 10-K, including Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical or current fact included in this Annual Report are forward-looking statements. You should not place undue reliance on these statements. Forward-looking statements may include words such as "expect," "intend," "plan," "likely," "seek," "believe," "project," "forecast," "target," "goal," "potential," "estimate," "may," "might," "will," "would," "should," "could," "can," "have," "due," "anticipate," "assume," "contemplate," "continue" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events.

The forward-looking statements included herein are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law. These forward-looking statements are based on management's current expectations and involve a number of risks and uncertainties, including, but not limited to the risks and uncertainties listed under "Summary Risk Factors" below and further described under the heading "Risk Factors" in Part I, Item 1A of this Annual Report, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.

These forward-looking statements are made based upon detailed assumptions and reflect management's current expectations and beliefs. While we believe that these assumptions underlying the forward-looking statements are reasonable, forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements.

SUMMARY RISK FACTORS

Our business is subject to varying degrees of risk and uncertainty. Investors should consider the risks and uncertainties summarized below, as well as the full discussion of risks and uncertainties in Part I, Item 1A, "Risk Factors" of this Annual Report. The summary below is provided for ease of reference, is not intended to reflect a complete explanation of relevant risks and uncertainties and should be read together with the more detailed description of these risks and uncertainties in Part I, Item 1A, "Risk Factors" of this Annual Report. Additional risks not presently known to us or that we currently deem immaterial may also affect us. If any of these risks occur, our business, financial condition, results of operations or cash flows could be materially and adversely affected, and, as a result, the trading price for our common stock could decline.

Our business is subject to the following principal risks and uncertainties:

•We must refinance or repay our 6.50% Senior Notes due 2026 prior to their maturity;

•We are subject to risks associated with contractual pricing in our industry, including the risk that, if our actual costs exceed the costs we estimate on our fixed-price contracts, our profitability will decline, and we may suffer losses;

•Disputes with customers with long-term contracts could adversely affect our financial condition;

•Our contractual performance may be affected by third parties' and subcontractors' failure to meet schedule, quality and other requirements in our contracts, which could increase costs, scope, or technical difficulty or in extreme cases, limit our ability to meet contractual requirements;

•We are subject to government regulations that may adversely affect our future operations;

•Uncertainty over global tariffs, or the financial impact of tariffs, may negatively affect our results;

•A material disruption at one of our manufacturing facilities or a third-party manufacturing facility that we have engaged could adversely affect our ability to generate sales and result in increased costs;

•If our co-venturers fail to perform their obligations on a contract or if we fail to coordinate effectively with our co-venturers, we could be exposed to legal liability, damage to reputation, reduced profit, or liquidity challenges;

•Our growth strategy includes strategic acquisitions, which we may not consummate or successfully integrate;

•Our evaluation of strategic alternatives for certain businesses and non-core assets may not result in successful transactions;

•Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings; our inability to deliver our backlog on time could affect our future sales and profitability, and our relationships with our customers;

•Our operations are subject to various risks, which could expose us to potentially significant professional liability, product liability, warranty and other claims. Our insurance coverage may be inadequate to cover all of our significant risks, our insurers may deny coverage of material losses we incur, or we may be unable to obtain additional insurance coverage in the future, any of which could adversely affect our profitability and overall financial condition;

•We may not be able to compete successfully against current and future competitors;

•If we fail to develop new products, or customers do not accept them, our business could be adversely affected;

•We derive substantial revenues from electric power generating companies and other steam-using industries. Demand for our products and services depends on spending in these historically cyclical industries. Additionally, legislative and regulatory developments relating to industry plans for spending within the United States and elsewhere;

•Demand for our products and services is vulnerable to macroeconomic downturns and industry conditions;

•Supply chain issues, including shortages of adequate component supply that increase our costs or cause delays in our ability to fulfill orders, and/or our failure to estimate customer demand properly could have an adverse impact on our business and operating results and our relationships with customers;

•In the past, we have identified conditions and events that raised substantial doubt about our ability to continue as a going concern and it is possible that we may identify conditions and events in the future that raise substantial doubt about our ability to continue as a going concern;

•The financial and other covenants in our debt agreements may adversely affect us;

•Maintaining adequate bonding and letter of credit capacity is necessary for us to successfully bid on, win and complete various contracts;

•Our total assets include goodwill and other indefinite-lived intangible assets. If we determine these have become impaired, our business, financial condition and results of operations could be materially adversely affected;

•We are exposed to credit risk and may incur losses as a result of such exposure;

•A disruption in, or failure of our information technology systems, including those related to cybersecurity, could adversely affect our business operations and financial performance;

•Privacy and information security laws are complex, and if we fail to comply with applicable laws, regulations and standards, or if we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems or defend against cybersecurity attacks, we may be subject to government or private actions due to breaches;

•We rely on intellectual property law and confidentiality agreements to protect our intellectual property. We also rely on intellectual property we license from third parties. Our failure to protect our intellectual property rights, or our inability to obtain or renew licenses to use intellectual property of third parties, could adversely affect our business;

•Our business and our customers' businesses are required to obtain, and to comply with, national, state and local government permits and approvals;

•Our operations are subject to various environmental laws and legislation that may become more stringent in the future;

•Our operations involve the handling, transportation and disposal of hazardous materials, and environmental laws and regulations and civil liability for contamination of the environment or related personal injuries may result in increases in our operating costs and capital expenditures and decreases in our earnings and cash flows;

•Our business may be affected by sanctions and export controls targeting Russia and other responses to Russia's invasion of Ukraine;

•We could be adversely affected by violations of the United States Foreign Corrupt Practices Act, the UK Anti-Bribery Act or other anti-bribery laws;

•Our international operations are subject to political, economic and other uncertainties not generally encountered in our domestic operations;

•Fluctuations in the value of foreign currencies could harm our profitability;

•The market price and trading volume of our common stock may be volatile;

•Sales or issuances of shares of our common stock may adversely affect the market price of our common stock;

•B. Riley has significant influence over us;

•We may issue additional preferred stock that could dilute the voting power or reduce the value of our common stock;

•Provisions in our corporate documents and Delaware law could delay or prevent a change in control of us, even if that change may be considered beneficial by some shareholders;

•We could be subject to changes in tax rates or tax law, adoption of new regulations, changing interpretations of existing law or exposure to additional tax liabilities in excess of accrued amounts that could adversely affect our financial position;

•Our ability to use NOL and certain tax credits to reduce future tax payments could be further limited if we experience an additional "ownership change";

•Our business could be harmed if we fail to maintain effective internal control over financial reporting, and we have identified certain material weaknesses as of December 31, 2024 and December 31, 2025;

•Our reported financial results may be adversely affected by new accounting pronouncements or changes in existing accounting standards and practices, which could result in volatility in our results of operations;

•The loss of the services of one or more of our key personnel, or our failure to attract, recruit, motivate, and retain qualified personnel in the future, could disrupt our business and harm our results of operations;

•We outsource certain business processes to third-party vendors and have certain business relationships that subject us to risks, including disruptions in business which could increase our costs;

•Negotiations with labor unions and possible work stoppages and other labor problems could divert management's attention and disrupt operations. In addition, new collective bargaining agreements or amendments to existing agreements could increase our labor costs and operating expenses;

•Pension and medical expenses associated with our retirement benefit plans may fluctuate significantly depending on a number of factors, and we may be required to contribute cash to meet underfunded pension obligations;

•Natural disasters or other events beyond our control, such as war, armed conflicts or terrorist attacks could adversely affect our business;

•Potential indemnification liabilities to BWXT pursuant to the master separation agreement could materially adversely affect us; and

•In connection with our separation from BWXT, BWXT has agreed to indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that BWXT's ability to satisfy its indemnification obligation will not be impaired in the future.

WEBSITE REFERENCES

In this Annual Report on Form 10-K, we make references to our website at www.babcock.com. References to our website through this Form 10-K are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Annual Report on Form 10-K.

ITEM 1. Business

We are a globally-focused energy technologies provider with nearly 160 years of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers. We support global energy needs and baseload power demand by providing advanced technologies that utilize coal, natural gas, hydrogen, waste and biomass to produce energy, environmental solutions and carbon capture systems. Our proven platforms help utilities, data centers, oil and gas, and other industries meet rising demand, while our comprehensive aftermarket services keep existing power plants operating efficiently. Our advanced environmental and decarbonization technologies help to reduce greenhouse gases and other emissions and capture carbon. We also are investing in new coal and natural gas technologies to produce steam or hydrogen from solid fuels and simultaneously isolate and capture CO2.

In the fourth quarter of 2025, we reassessed our segment structure as a result of the completion of our strategic shift to streamline and simplify our business. This transformation included the divestiture of certain non-core assets, as described in Note 4 to the Consolidated Financial Statements that accompany this report. As a result of this assessment, we have determined we have one reportable segment, labeled as B&W. The revised segment presentation has been applied retrospectively to all periods presented. For further information regarding our segment reporting, see Note 6 to the Consolidated Financial Statements that accompany this report.

Our vast installed base of steam generation equipment includes aftermarket parts, construction, maintenance and field services. We have an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others. We provide aftermarket parts, construction, maintenance, engineered upgrades and field services for our installed base as well as the installed base of other original equipment manufacturers. In addition to our aftermarket offerings, we also provide complete steam generation systems including package boilers, watertube and firetube waste heat boilers, and other boilers to medium and heavy industrial customers. Our unique range of offerings, coupled with the strength of our brand, provides a competitive advantage in existing and emerging markets, including utilities and power generation, AI data centers, and other industrial markets, including oil and gas. We also offer specialized technologies in industrial energy production, including hydrogen and syngas.

Our business depends significantly on the capital, operations and maintenance expenditures of global electric power generating companies, including renewable and thermal powered heat generation industries and industrial facilities with environmental compliance policy requirements. Several factors may influence these expenditures, including:

•climate change initiatives promoting environmental policies to meet legislative requirements and clean energy portfolio standards in North America, Europe, Middle East and Asia;

•regulations requiring environmental improvements in various industries and global markets;

•expectations regarding future governmental requirements to further limit or reduce greenhouse gas and other emissions in the United States, Europe and other international climate change sensitive countries;

•prices for electricity, along with the cost of production and distribution, including the cost of fuels, within the United States, Europe, Middle East and Asia;

•demand for electricity and other end products of steam-generating facilities;

•level of capacity utilization at operating power plants and other industrial users of steam production;

•maintenance and upkeep requirements at operating power plants, including to address the accumulated effects of usage;

•overall strength of the industrial industry;

•ability of electric power generating companies and other steam users to raise capital; and

•the impact of geopolitical conflicts, including the ongoing conflicts in Ukraine and the Middle East.

Customer demand is heavily affected by the variations in our customers' business cycles, power demand in their operating territories and by the overall economies and energy, environmental and noise abatement needs of the countries in which they operate.

Market Update

Management continues to adapt to macroeconomic conditions, including the impacts from inflation, higher interest rates and foreign exchange rate volatility, current and potential tariff actions and geopolitical conflicts. In certain instances, these situations have resulted in cost increases and delays or disruptions that have had, and could continue to have, an adverse impact on our ability to meet customers' demands. We continue to actively monitor the impact of these market conditions on current and future periods and actively manage costs and our liquidity position to provide additional flexibility while still supporting our customers and their specific needs. The duration and scope of these conditions cannot be predicted, and therefore, any anticipated negative financial impact on our operating results cannot be reasonably estimated.

Equity Capital Activities

For information regarding our equity activities, see Note 16 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Debt Capital Activities

For information regarding our debt activities, see Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Contracts

We execute our contracts through a variety of methods, including fixed-price, cost-plus, target price cost incentive, cost-reimbursable or some combination of these methods. Contracts are usually awarded through a competitive bid process. Factors that customers may consider include price, technical capabilities of equipment and personnel, plant or equipment availability, efficiency, safety record and reputation.

Fixed-price contracts are for a fixed selling price to cover all costs and any profit element for a defined scope of work. Fixed-price contracts entail more risk to us because they require us to predetermine both the quantities of work to be performed and the costs associated with executing the work.

We have contracts that extend beyond one year. Most of our long-term contracts have provisions for progress payments. We attempt to cover anticipated increases in labor, material and service costs of our long-term contracts either through an estimate of such changes, which is reflected in the original price, or through risk-sharing mechanisms, such as escalation or price adjustments for items such as labor and commodity prices. In the event of a contract deferral or cancellation without cause, we generally would be entitled to recover costs incurred, settlement expenses and profit on work completed prior to deferral or termination. Significant or numerous cancellations could adversely affect our business, financial position, results of operations and cash flows.

From time to time, we partner with other companies to meet the needs of our customers, which can result in project-related joint venture entities or other contractual arrangements. While we carefully select our partners in these arrangements, they can subject us to risks that we may not be able to fully control and may include joint and several liability.

We generally recognize our contract revenues and related costs over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Accordingly, we review contractual sales price and cost estimates regularly as the work progresses and reflect adjustments in profit proportionate to the percentage-of-completion in the period when we revise those estimates. To the extent that these adjustments result in a reduction or an elimination of previously reported profits with respect to a contract, we would recognize a charge against current earnings, which could be material.

See further description of risks related to our customer contracts in Part I, Item 1A, "Risk Factors" of this Annual Report.

Our arrangements with customers frequently require us to provide letters of credit, bid and performance bonds or guarantees to secure bids or performance under contracts. Inability to secure such cash collateral or other contract security may preclude us from entering into certain customer arrangements.

Other sales, such as parts and certain aftermarket service activities, are not in the form of long-term contracts, and we recognize revenues as goods are delivered and work is performed. See further discussion in Note 7 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Foreign Operations

Our Canadian operations serve the Canadian industrial power, oil production and electric utility markets. We have manufacturing facilities in Mexico to serve global markets. The functional currency of our foreign operating entities is not the United States dollar, and as a result, we are subject to exchange rate fluctuations that impact our financial position, results of operations and cash flows. Although we do not currently engage in currency hedging activities to limit the risks of currency fluctuations, we evaluate opportunities to engage in hedging in order to limit the risks of currency fluctuations.

For additional information on the geographic distribution of our revenues, see Note 6 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Competition

With nearly 160 years of experience, we have a competitive advantage in our expertise and technical capabilities to reliably convert a wide range of fuels to steam. We have supplied highly engineered energy and environmental equipment in more than 90 countries. Our strong, installed base around the globe also yields competitive advantages, although our markets are highly competitive and price sensitive. We compete with a number of domestic and foreign companies specializing in power generation and environmental control equipment.


Competitors include:
Aker Carbon Capture ASA			GE Vernova, Inc.
Andritz AG			Kanadevia Inova
Babcock Power Inc.			Mitsubishi Power, Ltd.
CECO Environmental			Shell Global Cansolv
Doosan Corporation			Southern Environmental, Inc
Elessent Clean Technologies Inc.			Steinmüller Engineering GmbH
Enerfab, Inc			Valmet Oyj
Fluor Corporation

We also compete with a variety of engineering and construction companies related to installation of steam generating systems and environmental control equipment; specialized industrial equipment; and other suppliers of replacement parts, repair and alteration services and other services required to retrofit and maintain existing steam generating systems. The primary bases of competition are price, technical capabilities, quality, timeliness of performance, breadth of products and services and willingness to accept contract risks.

Raw Materials and Suppliers

Our operations use raw materials such as carbon and alloy steels in various forms, components and accessories for assembly, which are available from numerous sources. We generally purchase these raw materials and components as needed for individual contracts. We do not depend on a single source of supply for any significant raw materials. Although shortages of some raw materials have existed from time to time, we do not believe any serious shortage presently exists.

Human Capital Resources

Human Capital Management

At December 31, 2025, we had approximately 1,650 employees worldwide, of which approximately 1,600 were full-time. Approximately 300 of our hourly employees are union-affiliated, covered by two union agreements related to active facilities in Mexico, the United States and Canada. We successfully renegotiated our union contracts in 2025 and have one that will expire in 2026. We consider our relationships with our employees and unions to be in good standing.

Workforce Engagement

We believe an engaged global workforce is critical to our success as we work to profitably grow our business as a leading supplier of reliable and efficient steam generating systems, aftermarket parts, construction, maintenance and field services, and emissions control technologies for utilities, data centers and a broad range of industries.

B&W is known for having a dedicated, long-tenured workforce, with some of the best and most experienced employees in the industries we serve. Our ability to attract and retain this exceptional talent requires a commitment to open communication about our business, strategy and results with our employees and a globally diverse, inclusive and supportive workplace that provides opportunities for growth and career development. It also requires programs that enhance employees' overall work experience. Our Responsible and Flexible Workplace Program ("ReFlex") in the U.S. provides employees with flexibility in where they work, and we have various work-from-home policies across many of our global operations. Through ReFlex, our employees have the needed flexibility and autonomy in how they work, allowing us to deliver on our projects and ensure our customers' needs are met.

Compensation and Benefits

We believe it is important to provide competitive compensation and benefits programs for our employees. In addition to competitive salaries, we offer the following benefits, among others, which vary by employee level and by the country where an employee is located:

•contributory healthcare, dental and vision benefits;

•bonuses;

•stock awards;

•retirement programs (including pension and savings plans);

•health savings and flexible spending accounts;

•paid time off;

•paid parental leave;

•disability programs; and

•employee assistance programs.

Core Values

At B&W, our values of safety, ethics, quality, integrity, respect and agility are at the foundation of our business, and we are focused on efficiently integrating new employees into that culture, whether they join through the normal recruiting and hiring process, or through strategic acquisitions. We also believe in the importance of being a good corporate citizen, providing and supporting opportunities for our employees to make a positive impact in the communities where they live and work.

Our Board of Directors is actively engaged with our workforce practices and policies and regularly receives updates and provides input on key culture topics, including employee engagement, employee development and succession planning.

Patents and Patent Licenses

We currently hold a large number of U.S. and foreign patents and have various patent applications pending. We have acquired patents and technology licenses and granted technology licenses to others when we have considered it advantageous for us to do so. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license or group of related patents or licenses as critical or essential to our business as a whole. In general, we depend on our technological capabilities and the application thereof, rather than patents and licenses, in the conduct of our various businesses.

Research and Development Activities

Our research and development activities improve our products through innovations to reduce the cost of our products to make them more competitive and through innovations to reduce performance risk of our products to better meet our customer expectations. Research and development costs are expensed as incurred.

Permits and Licenses

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. The permits, licenses and certificates required in our operations depend on a number of factors. We are not aware of any material noncompliance and believe our operations and certifications are currently in compliance with all relevant permits, licenses and certifications.

Environmental

We have been identified as a potentially responsible party at various cleanup sites under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"). CERCLA and other environmental laws can impose liability for the entire cost of cleanup on any of the potentially responsible parties, regardless of fault or the lawfulness of the original conduct. Generally, however, where there are multiple responsible parties, a final allocation of costs is made based on the amount and type of waste disposed of by each party and the number of financially viable parties, although this may not be the case with respect to any particular site. We have not been determined to be a major contributor of waste to any of these sites. On the basis of our relative contribution of waste to each site, we expect our share of the ultimate liability for the various sites will not have a material adverse effect on our consolidated financial position, results of operations or cash flows in any given year.

Government Regulations

We are subject to a variety of laws and regulations in the United States and other countries that involve matters central to our business, including those relating to:

•the construction and manufacture of advanced technologies for energy production from coal, natural gas, hydrogen, waste and biomass, as well as environmental solutions and carbon capture systems;

•clean air and other environmental protection legislation;

•taxation of domestic and foreign earnings;

•tariffs, duties, or trade sanctions and other trade barriers imposed by foreign countries that restrict or prohibit business transactions in certain markets;

•user privacy, security, data protection, content and online-payment services;

•intellectual property;

•transactions in or with foreign countries or officials; and

•use of local employees and suppliers.

Compliance with such regulations has not had a material effect on our capital expenditures, results of operations or competitive position to date. For further discussion, see Part I, Item 1A, "Risk Factors" of this Annual Report.

Available Information

Our website address is www.babcock.com. We make available through the Investor section of this website under "About B&W>Investors>Financial Reports," free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, our proxy statement, statements of beneficial ownership of securities on Forms 3, 4 and 5 and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials, to the SEC. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website also includes our: Corporate Governance Principles; Code of Business Conduct; Code of Ethics for our Chief Executive Officer and Senior Financial Officers; Related Party Transactions Policy; Amended and Restated By-laws; charters for the Audit and Finance, Governance, Compensation and Related Party Transactions Committees of our Board; Modern Slavery Transparency Statement; Conflict Minerals Policy; and Tax Strategy Statement, as well as information about our management and board members. We are not including any information contained in our website as part of or incorporating it by reference into this Annual Report.

Item 1A. Risk Factors

You should carefully consider each of the following risks and all of the other information contained in this Annual Report. If any of these risks develop into actual or expected events, our business, financial condition, results of operations or cash flows could be materially and adversely affected, and, as a result, the trading price of our common stock could decline.

The risks discussed below are not the only ones facing our business but do represent those risks that we believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business. Please read the cautionary notice regarding forward-looking statements under the heading "Cautionary Statement Concerning Forward-Looking Information" in Part I of this Annual Report.

Risks Related to Our Business, Operations and Strategy

We must refinance or repay our 6.50% Senior Notes due 2026 prior to their maturity.

As described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, during 2021, we completed an offering of $151.4 million aggregate principal amount of our 6.50% Senior Notes due December 2026, of which $84.8 million was outstanding at December 31, 2025. Depending on our future financial condition and results of operations, we may be unable to refinance our 6.50% Senior Notes Due 2026 on or prior to their maturity or at all.

In January 2024, we entered into a Credit Agreement, as described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. The Credit Agreement, as amended, requires us to repay, defease, or otherwise satisfy in full or refinance the 6.50% Senior Notes Due 2026 by November 30, 2026, or extend the maturity date of the Notes Due 2026 to a date on or after July 18, 2028.

If we are unable to repay, defease, satisfy or refinance our 6.50% Senior Notes Due 2026 on commercially reasonable terms or at all, it may materially and adversely affect our reputation, liquidity, business, financial condition or results of operations, we may breach our obligations under the Credit Agreement or Senior Notes Due 2026 and it may be necessary for us to reorganize, including through bankruptcy proceedings.

We are subject to risks associated with contractual pricing in our industry, including the risk that, if our actual costs exceed the costs we estimate on our fixed-price contracts, our profitability will decline, and we may suffer losses.

We are engaged in a highly competitive industry, and we have priced a number of our contracts on a fixed-price basis. Our actual costs could exceed our projections. We attempt to cover the increased costs associated with anticipated changes in labor, material and service costs of long-term contracts, either through estimates of cost increases, which are reflected in the original contract price, or through price escalation clauses. Despite these attempts, the cost and gross profit we realize on a fixed-price contract could vary materially from the estimated amounts because of supplier, contractor and subcontractor performance, changes in job conditions, variations in labor and equipment productivity and increases in the cost of labor and raw materials, particularly steel, and due to increases in tariffs over the term of the contract. These variations and the risks

generally inherent in our industry may result in actual revenues or costs being different from those we originally estimated and may result in reduced profitability or losses on contracts. Some of these risks include:

•difficulties encountered on our large-scale contracts related to the procurement of materials, including due to increases in tariffs or trade wars, or due to schedule disruptions, equipment performance failures, engineering and design complexity, unforeseen site conditions, rejection clauses in customer contracts or other factors that may result in additional costs to us, reductions in revenue, claims or disputes;

•our inability to obtain compensation for additional work we perform or expenses we incur as a result of our customers or subcontractors providing deficient design or engineering information or equipment or materials;

•requirements to pay liquidated damages upon our failure to meet schedule or performance requirements of our contracts; and

•difficulties in engaging third-party subcontractors, equipment manufacturers or materials suppliers or failures by third-party subcontractors, equipment manufacturers or materials suppliers to perform resulting in contract delays or additional costs.

Disputes with customers with long-term contracts could adversely affect our financial condition.

We routinely enter into long-term contracts with customers. With long-term contracts, we may incur capital expenditures or other costs at the beginning of the contract that we expect to recoup through the life of the contract. Some of these contracts provide for advance payments to assist us in covering these costs and expenses. A dispute with a customer during the life of a long-term contract could, and in the past has, impacted our ability to receive payments or otherwise recoup incurred costs and expenses.

Our contractual performance may be affected by third parties' and subcontractors' failure to meet schedule, quality and other requirements in our contracts, which could increase costs, scope, or technical difficulty or in extreme cases, limit our ability to meet contractual requirements.

We conduct significant portions of our business by engaging in long-term contracts related to highly complex, customized equipment or facilities for electrical generation, industrial processes, and/or environmental compliance. The complexity of these contracts generally necessitates the participation of others, including third-party suppliers, subcontractors, equipment or part manufacturers, partner companies, other companies with whom we do not have contractual relationships, customers, financing organizations, regulators and others. Our reliance on these parties subjects us to the risk of customer dissatisfaction with the quality or performance of the products or services we sell due to supplier or subcontractor failure. Third-party supplier and subcontractor business interruptions could include but are not limited to, interruptions to business operations due to a pandemic or other health crises, work stoppages, union negotiations, other labor disputes and payment disputes. Current or future economic conditions could also impact the ability of suppliers and subcontractors to access credit and, thus, impair their ability to provide us quality products, materials, or services in a timely manner, or at all.

While we endeavor to limit our liability to matters within our control, not all scenarios can be foreseen, and we may become subject to the risk of others' performance and other circumstances or requirements that may or may not be within our control or influence. Delays, changes or failures of others, including third-party suppliers and subcontractors, could subject us to additional costs, delays, technical specification changes, contractual penalties or other matters for which we may be unable to obtain compensation, or compensation may not be sufficient. In extreme cases, the direct or indirect effects of such matters may cause us to be unable to fulfill our contractual requirements.

A material disruption at one of our manufacturing facilities or a third-party manufacturing facility that we have engaged could adversely affect our ability to generate sales and result in increased costs.

Our financial performance could be adversely affected due to our inability to meet customer demand for our products or services in the event of a material disruption at one of our manufacturing or services facilities. Equipment failures, natural disasters, power outages, fires, including wildfires, explosions, terrorism, adverse weather conditions, labor disputes or other influences could create a material disruption. Interruptions to production could increase our cost of sales, harm our reputation and adversely affect our ability to attract or retain our customers. Our business continuity plans may not be sufficient to address disruptions attributable to such risks. Any interruption in production capability could require us to make substantial capital expenditures to remedy the situation, which could adversely affect our financial position and results of operations.

If our co-venturers fail to perform their obligations on a contract or if we fail to coordinate effectively with our co-venturers, we could be exposed to legal liability, damage to reputation, reduced profit, or liquidity challenges.

We often perform contracts jointly with third parties or execute contracts with partners through joint ventures or other contractual arrangements. For example, we enter into contracting consortia and other contractual arrangements to bid for and perform jointly on large contracts. We may not be able to control the actions of our partners in these arrangements, and influence over the actions of our partners and the contractual outcomes may be limited. Success on these joint contracts depends in part on whether our co-venturers fulfill their contractual obligations satisfactorily. If any one or more of these third parties fail to perform their contractual obligations satisfactorily, we may be required to make additional investments and provide added services in order to compensate for that failure. If we are unable to adequately address any performance issues when and if required, customers may exercise their rights to terminate a joint contract, exposing us to legal liability, damage to our reputation, reduced profit or liquidity challenges.

Our collaborative arrangements also involve risks that participating parties may disagree on business decisions and strategies. These disagreements could result in delays, additional costs and risks of litigation. In these arrangements, we sometimes have joint and several liabilities with our partners, and we cannot be certain that our partners will be able to satisfy any potential liability that could arise. Our inability to successfully maintain existing collaborative relationships or enter into new collaborative arrangements could have a material adverse effect on our results of operations.

Our growth strategy includes strategic acquisitions, which we may not consummate or successfully integrate.

We have made acquisitions to grow our business, enhance our global market position and broaden our product offerings and intend to continue to make these acquisitions. Our ability to successfully execute acquisitions will be impacted by factors including the availability of financing on terms acceptable to us, the potential reduction of our ability or willingness to incur debt to fund acquisitions due to macroeconomic conditions, our financial results, the willingness of target companies to sell, our ability to identify acquisition candidates that meet our valuation parameters and competition for acquisitions.

The success of any acquisition, as well as our ability to realize their anticipated benefits, depends in large part on our ability to successfully integrate each business. The process of integrating acquired businesses into our existing operations may result in unforeseen operating difficulties and may require additional financial resources and attention from management that would otherwise be available for the ongoing development or expansion of our existing operations. Although we expect to successfully integrate any acquired businesses, the integration process can be complex and time consuming. If we fail to successfully integrate an acquisition, we may not achieve the desired net benefit in the timeframe planned or we may not realize the planned benefits from our acquisitions. Potential difficulties we may encounter as part of the integration process include (i) the inability to successfully integrate transportation networks; (ii) complexities and unanticipated issues associated with integrating such businesses' complex systems, technologies and operating procedures; (iii) integrating workforces while maintaining focus on achieving strategic initiatives; (iv) potential unknown liabilities and unforeseen increased or new expenses; (v) the possibility of faulty assumptions underlying expectations regarding the integration process; and (vi) the inability to improve on historical operating results.

Failure to effectively execute our acquisition strategy or successfully integrate the acquired businesses could have an adverse effect on our competitive position, reputation, financial condition, results of operations, cash flows and liquidity.

Our evaluation of strategic alternatives for certain businesses and non-core assets may not result in successful transactions.

We continue to evaluate strategic alternatives for our business lines and assets to improve our capital structure. There can be no assurance that these ongoing strategic evaluations will result in the identification or consummation of any transaction. We may incur substantial expenses associated with identifying and evaluating potential strategic alternatives. The process of exploring strategic alternatives may be time consuming and disruptive to our business operations, and if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected. We cannot assure you that any potential transaction or other strategic alternative, if identified, evaluated and consummated, will prove to be beneficial to shareholders and that the process of identifying, evaluating and consummating any potential transaction or other strategic alternative will not adversely impact our business, financial condition or results of operations. Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, the interest of third parties in our business, the availability of financing to potential buyers on reasonable terms, and the consent of our lenders.

In addition, while this strategic evaluation continues, we are exposed to risks and uncertainties, including potential difficulties in retaining and attracting key employees, distraction of our management from other important business activities, and potential difficulties in establishing and maintaining relationships with customers, suppliers, lenders, sureties and other third parties, all of which could harm our business.

Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings; our inability to deliver our backlog on time could affect our future sales and profitability, and our relationships with our customers.

Our backlog was $423.6 million as of December 31, 2025 and $495.2 million at December 31, 2024. Our ability to meet customer delivery schedules for our backlog is dependent on a number of factors including, but not limited to, access to the raw materials required for production, an adequately trained and capable workforce, project engineering expertise for certain large projects, sufficient manufacturing plant capacity, available subcontractors and appropriate planning and scheduling of manufacturing resources. There can be no assurance that the revenues projected in our backlog will be realized or, if realized, will result in profits. Because of contract cancellations or changes in scope and/or schedule, we cannot predict with certainty when or if backlog will be performed. In addition, even where a contract proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed to us or poor contract performance could increase the cost associated with a contract. Our failure to deliver in accordance with customer expectations may result in damage to existing customer relationships and result in the loss of future business. Delays, suspensions, cancellations, payment defaults, scope changes and poor contract execution could materially reduce or eliminate the revenues and profits that we actually realize from contracts in backlog.

Reductions in our backlog due to cancellation or modification by a customer or for other reasons may adversely affect, potentially to a material extent, the revenues and earnings we actually receive from contracts included in our backlog. Many of the contracts in our backlog provide for cancellation fees in the event customers cancel contracts. These cancellation fees usually provide for reimbursement of our out-of-pocket costs, revenues for work performed prior to cancellation and a varying percentage of the profits we would have realized had the contract been completed. However, we typically have no contractual right upon cancellation to the total revenues reflected in our backlog. Contracts may remain in our backlog for extended periods of time. If we experience significant contract terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results of operations and cash flows may be adversely impacted.

Our operations are subject to various risks, which could expose us to potentially significant professional liability, product liability, warranty and other claims. Our insurance coverage may be inadequate to cover all of our significant risks, our insurers may deny coverage of material losses we incur, or we may be unable to obtain additional insurance coverage in the future, any of which could adversely affect our profitability and overall financial condition.

We engineer, construct and perform services in, and provide products for, large industrial facilities where accidents or system failures can have significant consequences. Risks inherent in our operations include:

•accidents resulting in injury or the loss of life or property;

•environmental or toxic tort claims, including delayed manifestation claims for personal injury or loss of life;

•pollution or other environmental mishaps;

•adverse weather conditions;

•mechanical failures;

•property losses;

•business interruption due to political action or other reasons; and

•labor stoppages.

Any accident or failure at a site where we have provided products or services could result in significant professional liability, product liability, warranty and other claims against us, regardless of whether our products or services caused the incident. We have been, and in the future we may be, named as defendants in lawsuits asserting large claims as a result of litigation arising from events such as those listed above. Such claims may damage our reputation, regardless of whether we are ultimately deemed responsible.

We endeavor to identify and obtain in established markets insurance agreements to cover significant risks and liabilities. Insurance against some of the risks inherent in our operations is either unavailable or available only at rates or on terms that

we consider uneconomical. Also, catastrophic events customarily result in decreased coverage limits, more limited coverage, additional exclusions in coverage, increased premium costs and increased deductibles and self-insured retentions. Risks that we have frequently found difficult to cost-effectively insure against include, but are not limited to, business interruption, including interruptions related to health crises and other global events, property losses from wind, flood and earthquake events, war and confiscation or seizure of property in some areas of the world, pollution liability, liabilities related to occupational health exposures (including asbestos), the failure, misuse or unavailability of our information systems, the failure of security measures designed to protect our information systems from cybersecurity threats, and liability related to risk of loss of our work in progress and customer-owned materials in our care, custody and control. Depending on competitive conditions and other factors, we endeavor to obtain contractual protection against uninsured risks from our customers. When obtained, such contractual indemnification protection may not be as broad as we desire or may not be supported by adequate insurance maintained by the customer. Such insurance or contractual indemnity protection may not be sufficient or effective under all circumstances or against all hazards to which we may be subject. A successful claim for which we are not insured or for which we are underinsured could have a material adverse effect on us. Additionally, disputes with insurance carriers over coverage may affect the timing of cash flows and, if litigation with the carrier becomes necessary, an outcome unfavorable to us may have a material adverse effect on our results of operations. Moreover, certain accidents or failures, including accidents resulting in bodily injury or harm, could disqualify us from continuing business with customers, and any losses arising thereby may not be covered by insurance or other indemnification.

Our wholly owned captive insurance subsidiary provides workers' compensation, employer's liability, commercial general liability, and automotive liability insurance and, from time to time, builder's risk insurance (within certain limits) to support our operations. We may also, in the future to have this insurance subsidiary accepts other risks that we cannot or do not wish to transfer to outside insurance companies. These risks may be considerable in any given year or cumulatively. Our insurance subsidiary has not provided significant amounts of insurance to unrelated parties. Claims as a result of our operations could adversely impact the ability of our insurance subsidiary to respond to all claims presented.

Additionally, upon the February 22, 2006 effectiveness of the settlement relating to the Chapter 11 proceedings involving several of our subsidiaries, most of our subsidiaries contributed substantial insurance rights to the asbestos personal injury trust, including rights to (1) certain pre-1979 primary and excess insurance coverages and (2) certain of our 1979-1986 excess insurance coverage. These insurance rights provided coverage for, among other things, asbestos and other personal injury claims, subject to the terms and conditions of the policies. The contribution of these insurance rights was made in exchange for the agreement on the part of the representatives of the asbestos claimants, including the representative of future claimants, to the entry of a permanent injunction, pursuant to Section 524(g) of the United States Bankruptcy Code, to channel to the asbestos trust all asbestos-related claims against our subsidiaries and former subsidiaries arising out of, resulting from or attributable to their operations, and the implementation of related releases and indemnification provisions protecting those subsidiaries and their affiliates from future liability for such claims. Although we are not aware of any significant, unresolved claims against our subsidiaries and former subsidiaries that are not subject to the channeling injunction and that relate to the periods during which such excess insurance coverage related, with the contribution of these insurance rights to the asbestos personal injury trust, it is possible that we could have underinsured or uninsured exposure for non-derivative asbestos claims or other personal injury or other claims that would have been insured under these coverages had the insurance rights not been contributed to the asbestos personal injury trust.

We may not be able to compete successfully against current and future competitors.

Some of our competitors or potential competitors have greater financial or other resources than we have and in some cases are government supported. Our operations may be adversely affected if our current competitors or new market entrants introduce new products or services with better features, performance, prices or other characteristics than those of our products and services. Furthermore, we operate in industries where capital investment is critical. We may not be able to obtain as much purchasing and borrowing leverage and access to capital for investment as other companies, which may impair our ability to compete against competitors or potential competitors.

If we fail to develop new products, or customers do not accept them, our business could be adversely affected.

Our ability to develop innovative new products can affect our competitive position and often requires the investment of significant resources. Difficulties or delays in research, development, production or commercialization of new products, or failure to gain market acceptance of new products and technologies, may reduce future sales and adversely affect our competitive position. There can be no assurance that we will have sufficient resources to make such investments, that we will be able to make the technological advances necessary to maintain competitive advantages or that we can recover major

research and development expenses. If we fail to make innovations, launch products with quality problems, experience development cost overruns, or the market does not accept our new products, then our financial condition, results of operations, cash flows and liquidity could be adversely affected.

Risks Related to Our Industry

We derive substantial revenues from electric power generating companies and other steam-using industries. Demand for our products and services depends on spending in these historically cyclical industries. Additionally, legislative and regulatory developments relating to industry plans for spending within the United States and elsewhere.

The demand for power generation products and services depends primarily on the spending of electric power generating companies and other steam-using industries and expenditures by original equipment manufacturers. These expenditures are influenced by such factors including, but not limited to:

•prices for electricity, along with the cost of production and distribution;

•prices for natural resources such as coal and natural gas;

•demand for electricity and other end products of steam-generating facilities, including for emerging markets such as AI data centers;

•availability of other sources of electricity or other end products;

•requirements of environmental legislation and regulations, including potential requirements applicable to carbon dioxide emissions;

•investments in renewable energy sources and technology;

•impact of potential regional, state, national and/or global requirements to significantly limit or reduce greenhouse gas emissions in the future;

•level of capacity utilization and associated operations and maintenance expenditures of power generating companies and other steam-using facilities;

•requirements for maintenance and upkeep at operating power plants and other steam-using facilities to combat the accumulated effects of wear and tear;

•ability of electric generating companies and other steam users to raise capital; and

•relative prices of fuels used in boilers, compared to prices for fuels used in gas turbines and other alternative forms of generation.

The availability of natural gas in great supply has caused from time to time, in part, low prices for natural gas in the United States, which has led to more demand for natural gas relative to energy derived from coal. A material decline in spending by electric power generating companies and other steam-using industries on coal-fired power plants over a sustained period of time could materially and adversely affect the demand for our power generation products and services and, therefore, our financial condition, results of operations and cash flows. This scrutiny and other economic incentives including tax advantages, have promoted the growth of wind, solar and nuclear power, among others, and a decline in cost of renewable power plant components and power storage. The recent economic environment and uncertainty concerning new environmental legislation or replacement rules or regulations in the United States and elsewhere has caused many of our major customers, principally electric utilities, to delay making substantial expenditures for new plants, and delay upgrades to existing power plants.

Demand for our products and services is vulnerable to macroeconomic downturns and industry conditions.

Demand for our products and services has been, and we expect that demand will continue to be, subject to significant fluctuations due to macroeconomic and industry conditions, including but not limited to, the cyclical nature of the industries we serve, inflation, geopolitical issues, the availability and cost of credit, volatile oil and natural gas prices, tariffs and trade wars, business and consumer confidence, unemployment levels and energy conservation measures.

Unfavorable macroeconomic conditions may lead customers to delay, curtail or cancel proposed or existing contracts, which may decrease the overall demand for our products and services and adversely affect our results of operations.

In addition, our customers may find it more difficult to raise capital in the future due to limitations on the availability of credit, increases in interest rates and other factors affecting the federal, municipal and corporate credit markets. Also, our customers may demand more favorable pricing terms and find it increasingly difficult to timely pay invoices for our products and services, which would impact our future cash flows and liquidity. Inflation or significant changes in interest rates could

reduce the demand for our products and services. Any inability to timely collect our invoices may lead to an increase in our borrowing requirements, our accounts receivable and potentially to increased write-offs of uncollectible invoices. If the economy weakens, or customer spending declines, then our backlog, revenues, net income and overall financial condition could deteriorate.

Supply chain issues, including shortages of adequate component supply that increase our costs or cause delays in our ability to fulfill orders, and/or our failure to estimate customer demand properly could have an adverse impact on our business and operating results and our relationships with customers.

We rely on our supply chain for components and raw materials to manufacture our products and provide services to our customers, and supplier underperformance could have an adverse impact on our business and operating results. A reduction or interruption in supply, including disruptions due to a pandemic, geopolitical conflicts (including the ongoing conflicts in Ukraine and the Middle East), a significant natural disaster, shortages in global freight capacity, significant increases in the price of critical components and raw materials, including due to increased tariffs or trade wars, a failure to appropriately forecast or adjust our requirements for components or raw materials based on our business needs could materially adversely affect our business, operating results, and financial condition and could materially damage customer relationships. Our vendors also may be unable to meet our demand, significantly increase lead times for deliveries or impose significant price increases that we are or may be unable to offset through alternate sources of supply, price increases to our customers or increased productivity in our operations.

Our operations use raw materials in various forms and components and accessories for assembly, which are available from numerous sources. We generally purchase these raw materials and components as needed for individual contracts. We do not depend on a single source of supply for any significant raw materials. Although no serious shortage exists at this time, growth or volatility in the global economy may exacerbate pressures on us and our suppliers, which could affect our operating and financial results.

Risks Related to Our Financial Condition

In the past, we have identified conditions and events that raised substantial doubt about our ability to continue as a going concern and it is possible that we may identify conditions and events in the future that raise substantial doubt about our ability to continue as a going concern.

We have previously identified conditions and events that raised substantial doubt about our ability to continue as a going concern. Through strategic action, we have alleviated these issues, but we cannot guarantee that no such conditions or events will occur in the future. In that event, we may be required to seek additional financing to fund our business activities, which may not be available to us on reasonable terms or at all, and the reports from our independent registered public accounting firm may also contain statements expressing substantial doubt about our ability to continue as a going concern. Failure to effectively execute our plans, as well as delays or disruptions in these plans due to circumstances outside of our control, could have an adverse effect on our financial position, results of operations and/or ability to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our Consolidated Financial Statements.

The financial and other covenants in our debt agreements may adversely affect us.

Our Debt Facilities contain financial and other restrictive covenants. These covenants could limit our financial and operating flexibility as well as our ability to plan for and react to market conditions, meet our capital needs and support our strategic priorities and initiatives should we take on additional indebtedness for acquisition or other strategic objectives. Our failure to comply with these covenants also could result in events of default which, if not cured or waived, could require us to repay indebtedness before its due date, and we may not have the financial resources or otherwise be able to arrange alternative financing to do so. We have entered into a number of amendments and waivers to our Debt Facilities to, among other things, provide relief or waiver under certain financial and other covenants and to waive certain events of default thereunder. Absent additional waivers from the lenders under our Debt Facilities, our lenders could declare all debt outstanding under the Debt Facilities as immediately due and payable, and our creditors may resist renegotiation or lengthening of payment and other terms through legal action or otherwise. Our compliance with the covenants of our Debt Facilities may be adversely affected by severe market contractions or disruptions to the extent they reduce our earnings for a prolonged period, and we are not able to reduce our debt levels or cost structure accordingly. Any event that requires us to repay any of our debt before it is due could require us to borrow additional amounts at unfavorable borrowing terms, cause a significant reduction in our

liquidity and impair our ability to pay amounts due on our indebtedness. Moreover, if we are required to repay any of our debt before it becomes due, we may be unable to borrow additional amounts or otherwise obtain the cash necessary to repay that debt, when due, which could have a material adverse effect on our business, financial condition and liquidity.

Maintaining adequate bonding and letter of credit capacity is necessary for us to successfully bid on, win and complete various contracts.

In line with industry practice, we are often required to post standby letters of credit and surety bonds to support contractual obligations to customers as well as other obligations. There were $59.6 million total outstanding letters of credit under domestic facilities as of December 31, 2025. The aggregate value of all such letters of credit and bank guarantees outside of our Letter of Credit Agreement as of December 31, 2025, was $6.5 million. The aggregate value of the outstanding letters of credit provided under the Letter of Credit Agreement backstopping letters of credit or bank guarantees was $7.2 million as of December 31, 2025. Of the outstanding letters of credit issued under the Letter of Credit Agreement, $27.1 million are subject to foreign currency revaluation and $16.5 million backstop certain surety bonds. We have also posted surety bonds to support contractual obligations to customers relating to certain contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue in support of some of our contracting activity. As of December 31, 2025, bonds issued and outstanding under these arrangements in support of contracts totaled approximately $253.4 million. The aggregate value of the letters of credit backstopping surety bonds was $16.5 million. These letters of credit and bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts. If a letter of credit or bond is required for a particular contract and we are unable to obtain it due to insufficient liquidity or other reasons, we will not be able to pursue that contract, or we could default on contracts that have been awarded or are underway. We utilize bonding facilities, but, as is typically the case, the issuance of bonds under each of those facilities is at the surety's sole discretion. Moreover, due to events that affect the insurance and bonding and credit markets generally, bonding and letters of credit may be more difficult to obtain in the future or may only be available at significant additional cost. Our inability to obtain or maintain adequate letters of credit and bonding and, as a result, to bid on new work could have a material adverse effect on our business, financial condition and results of operations.

Our ability to obtain and maintain sufficient capacity under our Debt Facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished.

Our total assets include goodwill and other indefinite-lived intangible assets. If we determine these have become impaired, our business, financial condition and results of operations could be materially adversely affected.

Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. Indefinite-lived intangibles are comprised of certain trademarks and tradenames. As of December 31, 2025, goodwill and other indefinite-lived intangible assets totaled $53.1 million. We review goodwill and other intangible assets at least annually for impairment and any excess in carrying value over the estimated fair value is charged to the Consolidated Statement of Operations. No indicators of goodwill impairment were identified for our reporting units at the measurement date. Future impairment may result from, among other things, deterioration in the performance of an acquired business or product line, adverse market conditions and changes in the competitive landscape, adverse changes in applicable laws or regulations, including changes that restrict the activities of an acquired business or product line, and a variety of other circumstances. If the value of our business were to decline, or if we were to determine that we were unable to recognize an amount in connection with any proposed disposition in excess of the carrying value of any disposed asset, we may be required to recognize impairments for one or more of our assets that may adversely impact our business, financial condition and results of operations.

We are exposed to credit risk and may incur losses as a result of such exposure.

We conduct our business by obtaining orders that generate cash flows in the form of advances, contract progress payments and final payments in accordance with the underlying contractual terms. We are thus exposed to potential losses resulting from contractual counterparties' failure to meet their payment obligations or to delay in making payments, which could reduce our liquidity and increase the need to resort to other sources of financing, with possible adverse effects on our business, financial condition, results of operations and cash flows. In some cases, we have joint and several liability with consortium partners in our projects and we may be subject to additional losses if our partners are unable to meet their contractual obligations.

In addition, the deterioration of macroeconomic conditions or negative trends in the global credit markets could have a negative impact on relationships with customers and our ability to collect on trade receivables, with possible adverse effects on our business, financial condition, results of operations and cash flows.

Risks Related to Intellectual Property and Information Security

A disruption in, or failure of our information technology systems, including those related to cybersecurity, could adversely affect our business operations and financial performance.

We rely on information systems, including the Internet, to process, transmit and store electronic sensitive and confidential information, to manage and support a variety of business processes and activities and to comply with regulatory, legal and tax requirements. While we maintain some of our critical information systems, we are also dependent on third parties to provide important information technology services relating to, among other things, human resources, electronic communications and certain finance functions.

We face various threats to our information systems, including cyber threats, ransomware attacks, phishing attacks, threats to the physical security of our facilities and infrastructure from natural or man-made incidents or disasters, threats from insider and terrorist acts, as well as the potential for business disruptions associated with these threats. We have been, and will likely continue to be, subject to cybersecurity threats and other attempts to threaten our information systems. A cybersecurity incident could include attempts to gain unauthorized access to our proprietary information and personal data that we process and maintain, attacks from malicious third parties using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, phishing scams or other forms of deception. Although we utilize a combination of tailored and industry standard security measures and technology to monitor and mitigate these threats, we cannot guarantee that these measures and technology will be sufficient to prevent current and future threats to our information systems from materializing. Furthermore, we may have little or no input into security measures employed by third-party service providers, which could ultimately prove to be a vector of a cybersecurity threat or cybersecurity incident.

If these information systems are damaged, intruded upon, attacked, shutdown or cease to function properly, whether by misconfiguration, planned upgrades, force majeure events, telecommunication failures, malware or viruses, or other cybersecurity incidents and our business continuity plans do not mitigate the issues in a timely manner, the services we provide to customers, the value of our investment in research and development efforts and other intellectual property, our product sales, our ability to comply with regulations related to information contained on our information technology systems, our financial condition, results of operations and stock price may be materially and adversely affected, and we could experience delays in reporting our financial results. In addition, there is a risk of business interruption, litigation with third parties, reputational damage from security breaches involves personal data or loss of confidential information or the software we use being compromised, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.

To address risks to our information systems, we continue to invest in our systems and training of our personnel. As necessary, we replace and/or upgrade financial, human resources and other information systems. These activities subject us to inherent costs and risks associated with replacing and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other risks of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. Our systems implementations and upgrades may not result in productivity improvements at the levels anticipated, or at all. In addition, the implementation of new technology systems may cause disruptions in our business operations. Such disruption and any other information system disruptions, and our ability to mitigate those disruptions, if not anticipated and appropriately mitigated, could have a material adverse effect on our financial condition, results of operations and stock price.

Privacy and information security laws are complex, and if we fail to comply with applicable laws, regulations and standards, or if we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems or defend against cybersecurity attacks, we may be subject to government or private actions due to breaches.

We are subject to a variety of laws and regulations in the United States and other countries that involve matters central to our business, including user privacy, security, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online-

payment services. These laws can be particularly restrictive in countries outside the United States. Both in the United States and abroad, these laws and regulations constantly evolve. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the evolving industry in which we operate. Because we store, process, and use data, some of which contains personal information, we are subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, content, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, which could result in investigations, claims, changes to our business practices, increased cost of operations, or reputational damage, any of which could seriously harm our business.

Several proposals have been adopted or are currently pending before federal, state, and foreign legislative and regulatory bodies that could significantly affect our business. The General Data Protection Regulation, or GDPR, in the European Union, which went into effect on May 25, 2018, placed new data protection obligations and restrictions on organizations, including restrictions on the cross-border transfer of information. Similar obligations and restrictions exist under United Kingdom data protection law, including the UK GDPR and the UK Data Protection Act. If we are not compliant with GDPR or UK GDPR requirements, we may be subject to significant fines and our business may be seriously harmed. We are certified under and currently rely upon the EU-U.S. Data Privacy Framework ("EU-U.S. DPF") and/or the UK Extension of the EU-U.S. DPF. These transfer mechanisms may be subject to challenge or invalidation, which may restrict the transfer of personal data which could impact our operations and increase our costs.

In addition, the California Consumer Privacy Act and the California Privacy Rights Act placed additional requirements on the handling of personal data, including employee data. Similar laws have been enacted or proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States.

We rely on intellectual property law and confidentiality agreements to protect our intellectual property. We also rely on intellectual property we license from third parties. Our failure to protect our intellectual property rights, or our inability to obtain or renew licenses to use intellectual property of third parties, could adversely affect our business.

Our success depends, in part, on our ability to protect our proprietary information and other intellectual property. Our intellectual property could be stolen, challenged, invalidated, circumvented or rendered unenforceable. In addition, effective intellectual property protection may be limited or unavailable in some foreign countries where we operate.

Our failure to protect our intellectual property rights may result in the loss of valuable technologies or adversely affect our competitive business position. We rely significantly on proprietary technology, information, processes and know-how that are not subject to patent or copyright protection. We seek to protect this information through trade secret or confidentiality agreements with our employees, consultants, subcontractors or other parties, as well as through other security measures. These agreements and security measures may be inadequate to deter or prevent misappropriation of our confidential information. In the event of an infringement of our intellectual property rights, a breach of a confidentiality agreement or divulgence of proprietary information, we may not have adequate legal remedies to protect our intellectual property. Litigation to determine the scope of intellectual property rights, even if ultimately successful, could be costly and could divert management's attention away from other aspects of our business. In addition, our trade secrets may otherwise become known or be independently developed by competitors.

In some instances, we have augmented our technology base by licensing the proprietary intellectual property of third parties. In the future, we may not be able to obtain necessary licenses on commercially reasonable terms, which could have a material adverse effect on our operations.

Risks Related to Government Regulation

We are subject to government regulations that may adversely affect our future operations.

Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to:

•the construction and manufacture of our products;

•clean air and other environmental protection legislation;

•taxation of domestic and foreign earnings;

•tariffs, duties, trade sanctions or trade wars and other trade barriers imposed by countries that restrict or prohibit business transactions in certain markets or in certain goods;

•user privacy, security, data protection, content, and online-payment services;

•intellectual property;

•transactions in or with foreign countries or officials; and

•use of local employees and suppliers.

In addition, a substantial portion of the demand for our products and services is from electric power generating companies and other steam-using customers. The demand for power generation products and services can be influenced by governmental legislation setting requirements for utilities related to operations, emissions and environmental impacts. The legislative process is unpredictable and includes a platform that continuously seeks to increase the restrictions on power producers. Potential legislation limiting emissions from power plants, including carbon dioxide, could affect our markets and the demand for our products and services related to power generation.

We cannot determine the extent to which our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations, but it could be material.

Our business and our customers' businesses are required to obtain, and to comply with, national, state and local government permits and approvals.

Our business and our customers' businesses are required to obtain, and to comply with, national, state and local government permits and approvals. Any of these permits or approvals may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of permits or approvals may adversely affect our operations by temporarily suspending our activities or curtailing our work and may subject us to penalties and other sanctions. Although existing licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including, but not limited to:

•failure to comply with environmental and safety laws and regulations or permit conditions;

•local community, political or other opposition;

•executive action; and

•legislative action.

In addition, if existing laws or regulations are amended or are interpreted or enforced differently or if new environmental legislation or regulations are enacted or implemented, we or our customers may be also required to obtain additional operating permits or approvals. See "Risks Related to Environmental Regulation" below for further information.

Risks Related to Environmental Regulation

Our operations are subject to various environmental laws and legislation that may become more stringent in the future.

Our operations and properties are subject to a wide variety of increasingly complex and stringent foreign, federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Such laws and regulations may also expose us to liability for the conduct of or conditions caused by others or for our acts that were in compliance with all applicable laws at the time such acts were performed.

We cannot predict all of the environmental requirements or circumstances that will exist in the future but anticipate that environmental control and protection standards will become increasingly stringent and costly. Based on our experience to date, we do not currently anticipate any material adverse effect on our business or financial condition as a result of future compliance with existing environmental laws and regulations. However, future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws and regulations, may require additional expenditures by us, which may be material. Accordingly, we can provide no assurance that we will not incur significant environmental compliance costs in the future.

Our operations involve the handling, transportation and disposal of hazardous materials, and environmental laws and regulations and civil liability for contamination of the environment or related personal injuries may result in increases in our operating costs and capital expenditures and decreases in our earnings and cash flows.

Our operations involve the handling, transportation and disposal of hazardous materials. Failure to properly handle these materials could pose a health risk to humans or wildlife and could cause personal injury and property damage (including environmental contamination). If an accident were to occur, its severity could be significantly affected by the volume of the materials and the speed of corrective action taken by emergency response personnel, as well as other factors beyond our control, such as weather and wind conditions. Actions taken in response to an accident could result in significant costs.

Governmental requirements relating to the protection of the environment, including solid waste management, air quality, water quality and cleanup of contaminated sites, have in the past had a substantial impact on our operations. These requirements are complex and subject to frequent change. In some cases, they can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them. Our compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of contamination may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. Such expenditures and liabilities may adversely affect our business, financial condition, results of operations and cash flows. In addition, some of our operations and the operations of predecessor owners of some of our properties have exposed us to civil claims by third parties for liability resulting from alleged contamination of the environment or personal injuries caused by releases of hazardous substances into the environment.

In our contracts, we seek to protect ourselves from liability associated with accidents, but there can be no assurance that such contractual limitations on liability will be effective in all cases or that our or our customers' insurance will cover all the liabilities we have assumed under those contracts. The costs of defending against a claim arising out of a contamination incident or precautionary evacuation, and any damages awarded as a result of such a claim, could adversely affect our results of operations and financial condition.

We maintain insurance coverage as part of our overall risk management strategy and due to requirements to maintain specific coverage in our financing agreements and in many of our contracts. These policies do not protect us against all liabilities associated with accidents or for unrelated claims. In addition, comparable insurance may not continue to be available to us in the future at acceptable prices, or at all.

Risks Related to Our International Operations

Uncertainty over global tariffs, or the financial impact of tariffs, may negatively affect our results.

Changes in U.S. domestic and global tariff frameworks have increased our costs of producing goods, particularly in connection with imports used in our renewable business and resulted in additional risks to our supply chain. We have developed and implemented strategies to mitigate previously implemented and, in some cases, proposed tariff increases, but there is no assurance we will be able to continue to mitigate prolonged tariffs. Further, uncertainties about future tariff changes, including in connection with tariffs proposed and adopted in connection with the Trump Administration, could result in mitigation actions that prove to be ineffective or detrimental to our business.

Our business may be affected by sanctions and export controls targeting Russia and other responses to Russia's invasion of Ukraine.

As the Russia-Ukraine conflict continues, there can be no certainty regarding whether such governments or other governments will impose additional sanctions, export controls or other economic or military measures against Russia.

We utilize a restricted party screening process completed by a third party to monitor compliance with applicable trade restrictions, including those trade restrictions implemented in response to the Russian invasion of Ukraine.

The impact of the Russia-Ukraine conflict, including economic sanctions and export controls or additional war or military conflict, as well as potential responses to them by Russia, is currently unknown and could adversely affect our business, supply chain, partners or customers. In addition, the continuation of the Russia-Ukraine conflict could lead to other disruptions, instability and volatility in global markets and industries that could negatively impact our operations.

We could be adversely affected by violations of the United States Foreign Corrupt Practices Act, the UK Anti-Bribery Act or other anti-bribery laws.

The U.S. Foreign Corrupt Practices Act (the "FCPA") generally prohibits companies and their intermediaries from making improper payments to non-United States government officials. Our training program, audit process and policies mandate compliance with the FCPA, the UK Anti-Bribery Act (the "UK Act") and other anti-bribery laws. We operate in some parts of the world that have experienced governmental corruption to some degree, and, in some circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. If we are found to be liable for violations of the FCPA, the UK Act or other anti-bribery laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others, including agents, promoters or employees of our joint ventures), we could suffer from civil and criminal penalties or other sanctions.

Our international operations are subject to political, economic and other uncertainties not generally encountered in our domestic operations.

We derive a substantial portion of our revenues from international operations, and we intend to continue to expand our international presence and customer base as part of our growth strategy. Our revenues from sales to customers located outside of the U.S. represented approximately 29%, 33% and 28% of total revenues for continuing operations for the years ended December 31, 2025, 2024 and 2023, respectively. Operating in international markets requires significant resources and management attention and subjects us to political, economic and regulatory risks that are not generally encountered in our U.S. operations. These include, but are not limited to:

•risks of war, terrorism and civil unrest;

•expropriation, confiscation or nationalization of our assets;

•renegotiation or nullification of our existing contracts;

•changing political conditions and changing laws and policies affecting trade and investment, such as tariffs and trade wars;

•overlap of different tax structures;

•changes in foreign currency exchange rates; and

•tariffs, price controls and trade agreements and disputes.

Various foreign jurisdictions have laws limiting the right and ability of foreign subsidiaries and joint ventures to pay dividends and remit earnings to affiliated companies. Our international operations sometimes face the additional risks of fluctuating currency values, hard currency shortages and controls of foreign currency exchange. If we continue to expand our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other risks. These and other factors may have a material impact on our international operations or our business as a whole.

Fluctuations in the value of foreign currencies could harm our profitability.

We have international operations primarily in Europe, Canada, and Mexico. For the year ended December 31, 2025, international operations accounted for approximately 29% of our total revenues. Our significant international subsidiaries may have sales and cost of sales in different currencies as well as other transactions that are denominated in currencies other than their functional currency. Although we do not currently engage in currency hedging activities, we evaluate opportunities to engage in hedging in order to limit the risks of currency fluctuations. Consequently, fluctuations in foreign currencies could have a negative impact on the profitability of our global operations, which would harm our financial results and cash flows.

Risks Related to Ownership of Our Common Stock

The market price and trading volume of our common stock may be volatile.

The market price of our common stock could fluctuate significantly in future periods due to a number of factors, many of which are beyond our control, including, but not limited to:

•fluctuations in our quarterly or annual earnings or those of other companies in our industry;

•failure of our operating results to meet the estimates of securities analysts or the expectations of our shareholders;

•securities analysts' changes in their estimates of our future earnings;

•announcements by us or our customers, suppliers or competitors;

•the depth and liquidity of the market for our common stock;

•changes in our liquidity position;

•our compliance with our obligations under our debt facility;

•changes in laws or regulations that adversely affect our industry or us;

•changes in accounting standards, policies, guidance, interpretations or principles;

•general economic, industry and stock market conditions;

•future sales of our common stock by our shareholders, including B. Riley;

•the concentration of ownership of our common stock;

•future purchases of our common stock;

•future issuances of our common stock by us, including through our at-the-market sales programs;

•payment of dividends on our Preferred Stock;

•our ability to pay dividends in the future; and

•the other risk factors set forth under Part I, Item 1A and other parts of this Annual Report.

Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.

Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures, finance acquisitions or repay debt. In April 2024, we entered into a Sales Agreement, establishing an at-the-market program, which permits us to issue and sell shares of our common stock having an aggregate offering price of up to $50.0 million. As of December 31, 2025, an aggregate of 20.0 million shares of common stock have been sold pursuant to the Sales Agreement, for net proceeds of $40.4 million. In November 2025, we entered into the 2025 Sales Agreement, another at-the-market program, which permits us to issue and sell shares of our common stock having an aggregate offering price of up to $200.0 million. As of December 31, 2025, 18.7 million shares have been sold pursuant to the 2025 Sales Agreement for net proceeds of $95.7 million.

On November 4, 2025, in connection with the entry into a limited notice to proceed ("LNTP") with Applied Digital, we issued to Applied Digital, in a private placement, (i) 0.5 million shares of common stock, par value $0.01 per share for a purchase price of $2 million, (ii) a warrant exercisable to purchase 2.6 million shares of our common stock at an exercise price of $4.11, subject to registration rights and (iii) an additional warrant to purchase up to 7.86 million shares of our common stock.

Additionally, we are party to a Registration Rights Agreement with B. Riley, pursuant to which we filed a resale shelf registration statement permitting the resale of approximately 25.6 million shares of our common stock. We may also be required to register for resale any additional shares of our common stock that B. Riley may acquire in the future. We have refreshed our at-the-market offerings in the past and expect to refresh our at-the-market programs periodically, which could lead to additional dilution for our stockholders in the future.

Any sales of substantial amounts of our common stock, or the perception that these sales might occur, could lower the market price of our common stock and limit our ability to raise capital through the issuance of equity securities. Any sales, or perception of sales, by our existing shareholders could also impact the perception of shareholder support for us, which could in turn negatively affect our customer and supplier relationships. Further, if we were to issue additional equity securities (or securities convertible into or exchangeable or exercisable for equity securities) to raise additional capital, including in connection with any financing, or if our oustanding warrants are converted to common stock, our shareholders' ownership interests in us will be diluted and the value of our common stock may be reduced.

B. Riley has significant influence over us.

As of December 31, 2025, B. Riley controls approximately 22.1% of the voting power represented by our common stock. B. Riley currently has the right to nominate one member of our board of directors pursuant to the investor rights agreement we entered into with them on April 30, 2019. The investor rights agreement also provides pre-emptive rights to B. Riley with respect to certain future issuances of our equity securities. As a result of these arrangements, B. Riley has significant influence over our management and policies and over all matters requiring shareholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions. If B. Riley were to act together with other shareholders on any matter presented for shareholder approval, they could have the ability to control

the outcome of that matter. B. Riley can take actions that have the effect of delaying or preventing a change of control of us or discouraging others from making tender offers for our shares, which could prevent shareholders from receiving a premium for their shares. These actions may be taken even if other shareholders oppose them. In addition, the concentration of voting power with B. Riley may have an adverse effect on the price of our common stock, and the interests of B. Riley may not be consistent with the interests of our other shareholders.

We may issue additional preferred stock that could dilute the voting power or reduce the value of our common stock.

Our certificate of incorporation authorizes us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally may determine. In 2021, we issued 7.7 million shares of our 7.75% Series A Cumulative Perpetual Preferred Stock. The terms of one or more additional classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.

Provisions in our corporate documents and Delaware law could delay or prevent a change in control of us, even if that change may be considered beneficial by some shareholders.

The existence of some provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay or prevent a change in control of us that a shareholder may consider favorable.

In addition, we are subject to Section 203 of the Delaware General Corporation Law, which may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for shares of our common stock.

We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal and are not intended to make us immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is in the best interests of us and our shareholders.

Risks Relating to Tax Matters

We could be subject to changes in tax rates or tax law, adoption of new regulations, changing interpretations of existing law or exposure to additional tax liabilities in excess of accrued amounts that could adversely affect our financial position.

We are subject to income taxes in the United States and numerous foreign jurisdictions. A change in tax laws, treaties or regulations, or in their interpretation, in any country in which we operate could result in a higher tax rate on our earnings, which could have a material impact on our earnings and cash flows from operations. Generally, future changes in applicable U.S. or foreign tax laws and regulations, including the Organisation for Economic Co-operation and Development's Global Minimum Tax ("Pillar 2") initiative, or their interpretation and application could have an adverse effect on our business, financial conditions and results of operations.

Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain, and we are regularly subject to audit by tax authorities. Although we believe that our tax estimates and tax positions are reasonable, they could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the ability to realize deferred tax assets and changes in uncertain tax positions. A significant increase in our effective tax rate could have a material adverse effect on our profitability and liquidity.

Our ability to use NOL and certain tax credits to reduce future tax payments could be further limited if we experience an additional "ownership change".

Some or all of our deferred tax assets, consisting primarily of NOLs and interest carryforwards that are not currently deductible for tax purposes, could expire unused if we are unable to generate sufficient taxable income in the future to take advantage of them or if we enter into transactions that limit our right to use them, which includes transactions that result in an "ownership change" under Section 382 of the IRC.

Sections 382 and 383 of the IRC limits for U.S. federal income tax purposes, the annual use of NOL carryforwards and disallowed interest carryforwards and tax credit carryforwards, respectively, following an ownership change. Under Section 382 of the IRC, a company has undergone an ownership change if shareholders owning at least 5% of the company have increased their collective holdings by more than 50% during the prior three-year period. Based on information that is publicly available, we determined that a Section 382 ownership change occurred in July 2019 as a result of the Equitization Transactions. If we experience subsequent ownership changes, certain NOL carryforwards (including previously disallowed interest carryforwards) may be subject to more than one section 382 limitation.

General Risk Factors

Our business could be harmed if we fail to maintain effective internal control over financial reporting, and we have identified certain material weaknesses as of December 31, 2024 and December 31, 2025.

As discussed in Part II, Item 9A. of this Annual Report, we identified certain material weaknesses as of December 31, 2025 in three components of internal control based on criteria established in the 2013 Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Due to the existence of these material weaknesses, we concluded that our internal control over financial reporting was not effective as of December 31, 2025. While we do not believe that these material weaknesses have impacted the accuracy or reporting of our consolidated financial results, until these material weaknesses are remediated, or should new material weaknesses arise or be discovered in the future, there is a reasonable possibility that a material misstatement of our interim or annual financial statements will not be prevented or detected on a timely basis. In addition, we may experience delays in satisfying our reporting obligations to comply with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities. Any of these could adversely affect our business and the value of our listed securities, and we may be unable to maintain compliance with NYSE listing standards.

Our reported financial results may be adversely affected by new accounting pronouncements or changes in existing accounting standards and practices, which could result in volatility in our results of operations.

We prepare our financial statements in conformity with GAAP. These accounting principles are subject to interpretation or changes by FASB and the SEC. New accounting pronouncements and varying interpretations of accounting standards and practices have occurred in the past and are expected to occur in the future. New accounting pronouncements or a change in the interpretation of existing accounting standards or practices may have a significant effect on our reported financial results and may even affect our reporting of transactions completed before the change is announced or effective.

Any difficulties in adopting or implementing any new accounting standard could result in our failure to meet our financial reporting obligations, which could result in regulatory discipline and harm investors' confidence in us. Finally, if we were to change our critical accounting estimates, our operating results could be significantly affected.

The loss of the services of one or more of our key personnel, or our failure to attract, recruit, motivate, and retain qualified personnel in the future, could disrupt our business and harm our results of operations.

We depend on the skills, working relationships, and continued services of key personnel, including our management team and others throughout our organization. We are also dependent on our ability to attract and retain qualified personnel, for whom we compete with other companies both inside and outside our industry. Our business, financial condition or results of operations may be adversely impacted by the unexpected loss of any of our management team or other key personnel, or more generally if we fail to attract, recruit, motivate and retain qualified personnel.

We outsource certain business processes to third-party vendors and have certain business relationships that subject us to risks, including disruptions in business which could increase our costs.

We outsource some of our business processes to third-party vendors. We make a diligent effort to ensure that all providers of these outsourced services are observing proper internal control practices; however, there are no guarantees that failures will not occur. Failure of third parties to provide adequate services or our inability to arrange for alternative providers on favorable terms in a timely manner could disrupt our business, increase our costs or otherwise adversely affect our business and our financial results.

Negotiations with labor unions and possible work stoppages and other labor problems could divert management's attention and disrupt operations. In addition, new collective bargaining agreements or amendments to existing agreements could increase our labor costs and operating expenses.

A significant number of our employees are members of labor unions. If we are unable to negotiate acceptable new contracts with our unions from time to time, we could experience strikes or other work stoppages by the affected employees. If any such strikes, protests or other work stoppages were to occur, we could experience a significant disruption of operations. In addition, negotiations with unions could divert management's attention. New union contracts could result in increased operating costs, as a result of higher wages or benefit expenses, for both union and nonunion employees. If nonunion employees were to unionize, we could experience higher ongoing labor costs.

Pension and medical expenses associated with our retirement benefit plans may fluctuate significantly depending on a number of factors, and we may be required to contribute cash to meet underfunded pension obligations.

A substantial portion of our current and retired employee population is covered by pension and postretirement benefit plans, the costs and funding requirements of which depend on our various assumptions, including estimates of rates of return on benefit-related assets, discount rates for future payment obligations, rates of future cost growth, mortality assumptions and trends for future costs. Actual results that vary unfavorably from these estimates could have a material adverse effect on us. Our policy to recognize these variances annually through mark-to-market accounting could result in volatility in our results of operations, which could be material. The funding obligations for our pension plans are impacted by the performance of the financial markets, particularly the equity markets, and interest rates. If the financial markets do not provide the long-term returns that are expected, or discount rates increase the present value of liabilities, we could be required to make larger contributions.

As of December 31, 2025, our defined benefit pension and postretirement benefit plans were underfunded by approximately $174.3 million. We also participate in various multi-employer pension plans in the United States and Canada under union and industry agreements that generally provide defined benefits to employees covered by collective bargaining agreements. Absent an applicable exemption, a contributor to a United States multi-employer plan is liable, upon termination or withdrawal from a plan, for its proportionate share of the plan's underfunded vested liability. Funding requirements for benefit obligations of these multi-employer pension plans are subject to certain regulatory requirements, and we may be required to make cash contributions which may be material to one or more of these plans to satisfy certain underfunded benefit obligations. See Note 14 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for additional information regarding our pension and postretirement benefit plan obligations.

Natural disasters or other events beyond our control, such as war, armed conflicts or terrorist attacks could adversely affect our business.

Matters outside of our control could adversely affect demand for or supply of our products or disrupt our facilities, systems or projects, which could interrupt operational processes and performance on our contracts and adversely impact our ability to manufacture our products and provide services and support to our customers. Insurance for such matters may be unavailable or insufficient. Such matters could include natural disasters, such as earthquakes, tsunamis, hurricanes, floods, tornadoes, war, armed conflicts, or terrorist attacks, among others. We operate facilities in areas of the world that are exposed to such risks, which could be general in nature or targeted at us or our markets.

Risks Relating to the 2015 Spin-Off from our Former Parent

Potential indemnification liabilities to BWXT pursuant to the master separation agreement could materially adversely affect us.

The master separation agreement with BWXT provides for, among other things, the principal corporate transactions required to affect the spin-off, certain conditions to the spin-off and provisions governing the relationship between us and BWXT with respect to and resulting from the spin-off. Among other things, the master separation agreement provides for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the spin-off, as well as those obligations of BWXT assumed by us pursuant to the master separation agreement. If we are required to indemnify BWXT under the circumstances set forth in the master separation agreement, we may be subject to substantial liabilities.

In connection with our separation from BWXT, BWXT has agreed to indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that BWXT's ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the master separation agreement, BWXT has agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that BWXT agreed to retain, and there can be no assurance that the indemnity from BWXT will be sufficient to protect us against the full amount of such liabilities, or that BWXT will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from BWXT any amounts for which we are held liable, we may be temporarily required to bear these losses.

Item 1B. Unresolved Staff Comments

None

Item 1C. Cybersecurity

Cybersecurity risk management and strategy

Our cybersecurity risk management program is integrated into our enterprise risk management processes and is informed by recognized cybersecurity industry frameworks and standards, including the National Institute of Standards and Technology. We use these frameworks, together with information collected from internal assessments, to develop policies for use of our information systems and assets (for example, B&W business information and information resources such as computers and workstations), access to specific intellectual property or technologies, and protection of personal information. We protect these information assets through industry-standard techniques, such as multi-factor authentication and malware defenses. We also work with internal stakeholders to integrate foundational cybersecurity principles throughout our operations, including employment of multiple layers of cybersecurity defenses, restricted access based on business need, and integrity of our business information.

We have implemented a risk-based approach to our cybersecurity processes, inclusive of risks associated with our use of third-party IT service providers, which considers the sensitivity and volume of the relevant data, the potential effects on third parties and individuals and the needs of our business in determining what risk mitigation, remediation or prevention actions are appropriate.

In addition, cybersecurity considerations affect the selection and oversight of our third-party service providers. We perform due diligence on third parties that have access to our most critical systems, data or facilities that house such systems or data, and establish contractual terms and oversight to manage and reduce the risks associated with such third-party vendors. Such contractual terms include requirements to provide notification of cyber incidents involving our systems or data and requirements to provide industry-accepted disclosures, such as SOC 2 Type II reports, on a regular basis.

We utilize several cybersecurity tactics, techniques, processes and controls to aid in our efforts to assess, identify, and manage material risks from cybersecurity threats, and to protect against, detect and respond to cybersecurity incidents (as defined in Item 106(a) of Regulation S-K), including, among others, the following:

•maintain a Security Operations Center to support visibility to cybersecurity incidents in real time;

•require all salaried employees to complete an annual cybersecurity training program where specific threats and scenarios are highlighted based on our analysis of current risks to the organization;

•provide regular cybersecurity awareness and confidential information protection training and conduct phishing email simulations for employees and contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats;

•maintain a Cybersecurity Incident Response Plan, which provides a framework for handling cybersecurity incidents based on, among other factors, the potential severity of the incident and facilitates cross-functional coordination of our response to such incidents, should they occur;

•maintain cybersecurity insurance and regularly review our policy and levels of coverage based on current risks;

•monitor emerging data protection and cybersecurity laws, and implement changes to our processes and systems designed to comply, and through policy, practice and contract (as applicable) require employees, as well as third parties who provide services on our behalf, to treat customer information and data with care;

•conduct several cyber-specific penetration tests per year; and

•engage consultants and other third parties, as appropriate, in connection with our cybersecurity practices.

Governance of cybersecurity risk management

Our Board of Directors, as a whole, has oversight responsibility for our strategic and operational risks. Management is responsible for day-to-day assessment and management of cybersecurity risks. The IT Executive Steering Committee, comprised of a cross-functional group of our executive management, leads management's oversight of the IT function, including IT risk management. The IT Steering Committee, comprised of operational management, provides tactical oversight of the IT function, including IT risk management

Our Director of IT has primary oversight of material risks from cybersecurity threats. Our Director of IT has over 20 years of experience across various software engineering, IT security and compliance, business and management roles, including serving as the Director of Engineering Applications and Data Management, leading the development and implementation of information technology strategies and roadmaps for Digital and Engineering applications group. The Director of IT is supported by our Manager of IT Security and Compliance, who has more than 10 years of experience in information technology and IT security.

Our Director of IT and Manager of IT Cybersecurity, Compliance and Data Privacy assess our cybersecurity readiness through internal assessment tools as well as third-party control tests, vulnerability assessments, audits and evaluation against industry standards. We have governance and compliance structures that are designed to elevate potential threats or vulnerabilities relating to cybersecurity to our Director of IT, IT Steering Committee and IT Executive Steering Committee. We also employ various defensive and continuous monitoring techniques using recognized industry frameworks and cybersecurity standards.

Our Director of IT meets with the IT Steering Committee monthly to review our information technology systems and discuss key cybersecurity risks. In addition, quarterly the Director of IT reviews our entire risk management program, which includes cybersecurity risks, with the IT Executive Steering Committee and the Board of Directors.

Material cybersecurity risks, threats & incidents

To date, we do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial position. However, there can be no guarantee that we will not be the subject of future threats or incidents, and we can give no assurance that we have detected all cybersecurity incidents or cybersecurity threats. Additional information on cybersecurity risks we face can be found in Item 1A, Risk Factors, which should be read in conjunction with the foregoing information.

Item 2. Properties

The following table provides the location and general use of each of our principal properties that we own or lease as of December 31, 2025.


Location	Principal Use	Owned/Leased (Lease Expiration)
Akron, Ohio	Administrative office	Leased (2034)
Cambridge, Ontario, Canada	Administrative office / warehouse	Leased (2029)
Chanute, Kansas	Manufacturing facility	Leased (2043)
Copley, Ohio	Warehouse / service center	Leased (2033)
Dartmouth, Nova Scotia, Canada	Manufacturing facility	Leased (2029)
Grandview, Missouri	Field office	Leased (2030)
Guadalupe, NL, Mexico	Administrative office / manufacturing facility	Leased (2039)
Jakarta, Jakarta Raya, Indonesia	Administrative office / warehouse	Leased (2027)
Massillon, Ohio	Production facility under construction	Leased (2028)
Salt Lake City, Utah	Warehouse	Leased (2030)
San Jose, Batangas, Philippines	Warehouse	Leased (2028)

We believe that our major properties are adequate for our present needs and, as supplemented by planned improvements and construction, expect them to remain adequate for the foreseeable future.

Item 3. Legal Proceedings

For information regarding ongoing investigations and litigation, see Note 20 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, which we incorporate by reference into this Item.

Item 4. Mine Safety Disclosures

Not Applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NYSE under the symbol BW.

As of February 28, 2026, we had 749 stockholders of record of our common stock.

See Part III, Item 12 of this Annual Report for information about our equity compensation plans. In accordance with the provisions of the employee benefit plans, we can acquire shares in connection with the vesting of employee restricted stock that require us to withhold shares to satisfy employee statutory income tax withholding obligations. We did not repurchase any of our equity securities during the quarter ended December 31, 2025. We do not have a general share repurchase program at this time.

We have a history of paying preferred cash dividends and currently expect that comparable cash dividends will continue to be paid in the future. Decisions on whether, when and in what amounts to continue making any future dividend distributions will remain at all times entirely at the discretion of our Board of Directors, which reserves the right, in its sole discretion, to change or terminate our dividend practices at any time and for any reason without prior notice. The payment of cash dividends in the future will be based upon a number of business, legal and other considerations, including changes in our financial position, capital allocation plans (including a desire to retain or accumulate cash), capital spending plans, stock purchase plans, acquisition strategies, strategic initiatives, debt payment plans (including a desire to maintain or improve credit ratings on our debt securities), debt covenant requirements, pension funding or other benefits payments.

The following graph provides a comparison of our cumulative total shareholder return over five years through December 31, 2025 to the return of the S&P 500, the Russell 2000 and our custom peer group.

Assumes initial investment of $100 on December 31, 2020.

The Company's peer group, including the "custom peer group" used for the comparison above is comprised of the following companies:


AMETEK, Inc.	Dycom Industries, Inc.	MasTec, Inc.
CECO Environmental Corp.	Enerpac Tool Group Corp.	Primoris Services Corporation
Chart Industries, Inc.	Enviri Corporation	SPX Technologies, Inc.
Crane Company	Flowserve Corporation	Tetra Tech, Inc.
Curtiss-Wright Corporation	IDEX Corporation

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial position and results of operations should be read in conjunction with the financial statements and the notes thereto included in the Consolidated Financial Statements and Supplemental Data in Item 8 within this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See Cautionary Statement Concerning Forward-Looking Information.

The following discussion includes a comparison of Results of Operations and Liquidity and Capital Resources for the years ended December 31, 2025 and 2024. We have also included a comparison of the Results of Operations for the years ended December 31, 2024 and 2023. Our consolidated financial statements are prepared in conformity with GAAP. Our discussion of financial results include non-GAAP measures (e.g., foreign currency impact, EBITDA, Adjusted EBITDA) to provide additional information concerning our financial results that we believe is useful to the readers of our financial statements in the assessment of our performance and operating trends. Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations.

In the fourth quarter of 2025, we reassessed our segment structure as a result of the completion of our strategic shift to streamline and simplify our business. This transformation included the divestiture of certain non-core assets, as described in Note 4 to the Consolidated Financial Statements. As a result of this assessment, we have determined we have one reportable segment, labeled as B&W. The revised segment presentation has been applied retrospectively to all periods presented. For further information regarding our segment reporting, see Note 6 to the Consolidated Financial Statements.

BUSINESS OVERVIEW

We are a globally focused energy technologies provider with nearly 160 years of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers. Our innovative products and services are organized in one reporting segment. For a description of our reportable segment see Item 1, Business of this Form 10-K.

Customer demand is heavily affected by the variations in our customers' business cycles, power demand in their operating territories, and by the overall economies, energy, environmental and regulatory requirements of the countries in which they

operate.

We have manufacturing facilities in Canada, Mexico and the United States. Many aspects of our operations and properties could be affected by political developments, environmental regulations and operating risks. These and other factors may have a material impact on our international and domestic operations or our business as a whole.

Through our restructuring efforts, we have made and will continue working to make significant progress reducing costs and improving profitability. We continue to explore other cost saving initiatives and in conjunction with top-line growth driven by opportunities for our core technologies, we will continue to improve cash generation and strengthen our liquidity. These initiatives have been and may continue to be important factors that could cause our actual results to differ materially from those indicated in these financial statements. If one or more events related to these or other risks or uncertainty materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.

Discontinued Operations

ASH

On October 31, 2025, we completed a sale of the net assets comprising our ASH business for $29 million, subject to customary fees and adjustments and recorded a gain of $21.5 million on the sale. For more information on this sale, see Note 4 to the Consolidated Financial Statements.

The revenue and operating results presented for ASH for the year ended December 31, 2025 represent the financial results for January through October 2025 operations. While there is a slight decline in revenue for 2025 compared to prior years, operating margins are consistent at approximately 28%.

Diamond Power

On July 31, 2025, we closed the sale of our Diamond Power business for a base purchase price of $177 million, subject to certain offsets and adjustments. We recorded a gain of $53.2 million on the sale. For more information on this sale, see Note 4 to the Consolidated Financial Statements.

The revenue and operating results presented for Diamond Power for the year ended December 31, 2025 represent the financial results for January through July 2025 operations. Revenue and operating margins are lower in 2025 compared to 2024 and 2023 due to the sale closing in July 2025 and related transaction costs incurred.

Vølund

On April 29, 2025, we sold our Vølund business for a base purchase price equal to $15.0 million plus $0.1 million (400,000 Danish krone). We recorded a net loss of $36.8 million, which included a write off of CTA of $52.6 million. For more information, see Note 4 to the Consolidated Financial Statements.

The revenue and operating results for the year ended December 31, 2025 primarily represent the financial results for January through April 2025 operations as well as the net loss on the sale primarily from the write off of CTA. The decrease in revenue and operating margin is a result of the slowdown in sales and engagement of projects toward the end of 2024 and into 2025 as the Company engaged in the sale of the business.

B&W Solar

During the third quarter of 2023, we committed to a plan to sell our B&W Solar business, resulting in a significant change that would impact our operations. As of September 30, 2023, we met all of the criteria for the assets and liabilities of this business to be accounted for as held for sale. In addition, we also determined that the operations of the B&W Solar business qualified as a discontinued operation, primarily based upon its significance to our current and historic operating losses. The decision to sell the B&W Solar business, along with the significant increase in estimated costs to complete the B&W Solar loss contracts, resulted in a triggering event that required us to immediately perform certain valuations. Certain trade accounts receivable and contract assets were determined to be uncollectible, resulting in charges of $17.6 million. During 2023, we recognized an impairment of $56.6 million, or the entire balance of goodwill associated with B&W Solar. These charges have been included in Loss from discontinued operations, net of tax in the Consolidated Statements of Operations. The decrease in revenue and operating margin is a result of the focus on the sale of the business in 2024 and 2025.

During the fourth quarter of 2025, we discontinued marketing B&W Solar for sale due to lack of potential buyers and terminated our broker arrangement with a third party provider. As of December 31, 2025, B&W Solar was disposed of through abandonment, as we ceased all business operations and either transferred or wrote off its remaining assets. As a result, the B&W Solar business no longer meets the criteria of held for sale as of December 31, 2025, but continues to meet the criteria for discontinued operations for all periods presented.

BWRS, SPIG and GMAB

In addition to the ASH, Diamond Power, Vølund and B&W Solar businesses, discontinued operations include the following subsidiaries divested in 2024: BWRS, SPIG, and GMAB. These sale transactions were part of a previously announced strategy to divest certain non-core businesses to reduce our debt, improve our balance sheet and increase liquidity. Results of operations and cash flows for these businesses and the financial position of the divested subsidiaries are reported as discontinued operations for all periods presented and the notes to the financial statements have been adjusted on a retrospective basis. For more information, see Note 4 to the Consolidated Financial Statements.

RESULTS OF OPERATIONS–YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

Consolidated Results of Operations

The following discussion is of our consolidated results of operations below.


	Year ended December 31,
(in thousands)	2025		2024		$ Change
Revenues	$	587,676	$	581,039	$	6,637
Costs and expenses:
Cost of operations	443,825		454,326		(10,501)
Selling, general and administrative expenses	119,481		124,541		(5,060)

Research and development costs	1,457		5,133		(3,676)
Impairment of long-lived assets	950		3,729		(2,779)
Loss (gain) on asset disposals, net	1,226		(354)		1,580
Operating income (loss)	20,737		(6,336)		27,073

Loss from continuing operations	$	(32,848)	$	(104,272)	$	71,424

2025 vs 2024 Consolidated Results

Revenues increased by $6.6 million to $587.7 million in 2025 compared to $581.0 million 2024. The increase is driven by larger parts volume of $35.2 million and two natural gas conversion projects of $25.7 million offset partially by lower volume related to ESP projects of $20.0 million, construction projects of $18.7 million and package boilers of $10.7 million.

Costs of operations decreased by $10.5 million to $443.8 million in 2025 compared to $454.3 million in 2024. The decrease is primarily driven by a shift in business mix, as higher‑margin parts sales increased, revenue from larger projects declined and the remaining large projects required lower costs to complete.

SG&A expenses decreased by $5.1 million to $119.5 million in 2025 compared to $124.5 million in 2024. The decrease is primarily related to cost savings, partially offset by increased expenses in employee benefits in the current year.

Research and development costs decreased by $3.7 million to $1.5 million in 2025 compared to $5.1 million in 2024. The decrease is primarily driven by less development activity due to the increased commercialization of our BrightLoop™ technology.

Impairment of long-lived assets decreased by $2.8 million to $1.0 million in 2025 compared to $3.7 million 2024. The decrease is driven by the construction in process facility that was impaired in 2024, partially offset by impairment recognized in the current year relating to a reduction in our real estate footprint.

Loss (gain) on asset disposals increased in 2025 compared to 2024 relating to the write-off of equipment in one of our manufacturing locations which was disposed of in 2025 compared to 2024 which had minor disposals.

Operating income increased by $27.1 million to $20.7 million in 2025 compared to an operating loss of $6.3 million in 2024, primarily due to the revenue as described above and an increase in gross profit due to the improvement in cost of operations in product mix.

Loss from continuing operations decreased by $71.4 million to $32.8 million in 2025 compared to $104.3 million in 2024, primarily due to the revenue as described above and an increase in gross profit due to the improvement in cost of operations in product mix, reduction in benefit plan expense for the year due to better asset performance in 2025 than anticipated and reduced interest expense due to the debt repayments and refinancing during the year.


	Year ended December 31,
(in thousands)	2024		2023		$ Change
Revenues	$	581,039	$	587,448	$	(6,409)
Costs and expenses:
Cost of operations	454,326		465,977		(11,651)
Selling, general and administrative expenses	124,541		134,940		(10,399)

Research and development costs	5,133		6,462		(1,329)
Impairment of long-lived assets	3,729		—		3,729
(Gain) loss on asset disposals, net	(354)		134		(488)
Operating loss	(6,336)		(20,065)		13,729

Loss from continuing operations	$	(104,272)	$	(109,212)	$	4,940

2024 vs 2023 Consolidated Results

Revenues decreased by $6.4 million to $581.0 million in 2024 compared to $587.4 million in 2023. The decrease is primarily driven by a $27.1 million decrease in the U.S. construction business as a result of a large construction project finishing in 2023 that was not fully replicated in 2024, offset partially by a large natural gas project of $16.7 million starting execution in 2024.

Costs of operations decreased by $11.7 million to $454.3 million in 2024 compared to $466.0 million in 2023. The decrease is driven primarily by lower revenue as described above, as well as a shift in business mix and cost reductions.

SG&A expenses decreased by $10.4 million to $124.5 million in 2024 compared to $134.9 million in 2023. The decrease is primarily driven by continued efforts to reduce overhead.

Research and development costs decreased by $1.3 million to $5.1 million in 2024 compared to $6.5 million in 2023. The decrease is primarily driven by by less development activity due to the increased commercialization of our BrightLoop™ technology.

Impairment of long-lived assets increased by $3.7 million to $3.7 million in 2024. The increase relates to a construction in process facility that was impaired.

(Gain) loss on asset disposals, net decreased in 2024 compared to 2023 relating to minor disposals in 2024.

Operating loss decreased by $13.7 million to $6.3 million in 2024 compared to $20.1 million in 2023, primarily due to higher volume related to a natural gas conversion project, environmental projects as well as lower expenses, partially offset by a decrease of $11.7 million due to a large project in our U.S. construction business that was completed in 2023 and not fully replaced in 2024.

Loss from continuing operations decreased by $4.9 million to $104.3 million in 2024 compared to $109.2 million in 2023, driven by decreased operating loss (as discussed in the paragraph above) and partially offset by a loss on debt extinguishment of $7.3 million attributable to terminating the Revolving and Letter of Credit Agreements with PNC and MSD.

Other Expenses Impacting Operating Results

Interest Expense

Interest expense in the Consolidated Financial Statements consisted of the following components:


	Year ended December 31,
(in thousands)	2025		2024		2023
Components associated with borrowings from:
Senior Notes due 2026	$	16,961	$	25,512	$	25,601
Senior Notes due 2030	6,729		—		—
Revolving Credit Agreement	2,961		4,892		1,494
	26,651		30,404		27,095
Components associated with amortization or accretion of:
Revolving Credit Agreement	4,585		6,149		4,643
Senior Notes due 2026	2,035		2,606		2,525
Senior Notes due 2030	(3,075)		—		—
	3,545		8,755		7,168

Components associated with interest from:
Lease liabilities	2,427		2,037		2,813
Letter of Credit interest and fees	4,498		3,942		3,519
Other interest expense	1,018		1,007		1,966
Capitalized interest	(607)		—		—
	7,336		6,986		8,298
Total interest expense	$	37,532	$	46,145	$	42,561

The decrease in interest expense in 2025 compared to 2024 is driven by decreased borrowings on our revolving credit facility, the full redemption of our 8.125% Senior Notes, and efforts to reduce the outstanding balance on our 6.50% Senior Notes. Also contributing to the decrease is the realization of a portion of the deferred gain from our senior note exchange transaction. For further information refer to Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

The increase in interest expense in 2024 compared to 2023 is driven by increased borrowings on our revolving credit facility.

Income Taxes


	Year ended December 31,
(in thousands, except for percentages)	2025			2024			2023
Loss from continuing operations before income tax expense	$	(24,568)		$	(91,471)		$	(103,608)
Income tax expense	8,280			12,801			5,604
Effective tax rate	(34)		%	(14)		%	(5)		%

Our effective tax rate reflects a valuation allowance against deferred tax assets in jurisdictions other than Mexico, Canada, Brazil, Thailand, the Philippines, Indonesia, and the United Kingdom.

The change in our income tax rate in 2025 compared to 2024 is primarily attributable to non-deductible items related to the dissolution and divestiture of certain entities, an increase in our valuation allowance and the difference between statutory and foreign jurisdictions. The change in our income tax rate in 2024 compared to 2023 is primarily attributable to an increase in valuation allowances, a change in the Company's permanent investment assertion and an unfavorable resolution of a foreign income tax matter.

Bookings and Backlog

Bookings and backlog are our measures of remaining performance obligations under our sales contracts. We believe these metrics provide investors, lenders and other users of our financial statements with a leading indicator of future revenues. It is possible that our methodology for determining bookings and backlog may not be comparable to methods used by other companies.

We generally include expected revenue from contracts in our backlog when we receive written confirmation from our customers authorizing the performance of work and committing our customers to pay for work performed. Backlog may not be indicative of future operating results, and contracts in our backlog may be canceled, modified or otherwise altered by customers. Backlog can vary significantly from period to period, particularly when large new-build conversion projects or operations and maintenance contracts are booked because they may be fulfilled over multiple years. Because we operate globally, our backlog is also affected by changes in foreign currencies each period.

Bookings represent changes to the backlog. Bookings include additions related to new business or increases in project scope, subtractions due to customer cancellations or reductions in project scope, changes in estimates that affect selling price and revaluation of backlog denominated in foreign currency. We believe comparing bookings on a quarterly basis or for periods less than one year is less meaningful than for longer periods, and that shorter-term changes in bookings may not necessarily indicate a material trend.

Total bookings as of December 31, 2025 and 2024 were as follows:


	Year ended December 31,
(in millions)	2025		2024
B&W	$	549.6	$	751.4

Our backlog as of December 31, 2025 and 2024 was as follows:


	December 31,
(in millions)	2025		2024
B&W	$	423.6	$	495.2

Of the backlog as of December 31, 2025, we expect to recognize revenues as follows:


(in millions)	2026		2027		Thereafter		Total
B&W	$	380.7	$	38.2	$	4.7	$	423.6

Effective February 26, 2026, we entered into an agreement with Base Electron, an IPP backed by Applied Digital, to complete the design and installation of four 300-megawatt natural gas-fired power plants. With this project, our backlog would be $2.8 billion in total as the related work scope is authorized and written commitments are received from the customer. For further information refer to Note 24 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Non-GAAP Financial Measures

In addition to Loss from continuing operations, we use non-GAAP financial measures internally to evaluate our performance and make financial and operational decisions. When viewed in conjunction with GAAP results and the accompanying reconciliations, we believe that the presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting our financial position and results of operations than GAAP measures alone. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for the related financial results prepared in accordance with GAAP.

The following discussion of our business segment results of operations includes a discussion of EBITDA and Adjusted EBITDA. EBITDA focuses on the earnings generated from core business operations, without considering the effects of

financing, accounting decisions or tax. EBITDA and Adjusted EBITDA differ from the most directly comparable measure calculated in accordance with GAAP. A reconciliation of Loss from continuing operations, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA is included below. Management believes that this financial measure is useful to investors because it excludes certain expenses, allowing investors to more easily compare our financial performance period to period. When viewed in conjunction with GAAP results, we believe the presentation of EBITDA and Adjusted EBITDA provides investors with greater transparency and a greater understanding of factors affecting our financial position and results of operations than GAAP measures alone.

Adjusted EBITDA is calculated as earnings before interest, tax, depreciation and amortization, and adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, stock compensation, restructuring activities, impairments, gains and losses on debt extinguishment, legal and settlement costs and costs related to financial consulting. Additionally, the Company redefined its definition of Adjusted EBITDA to eliminate the effects of certain items including interest on letters of credit included in Cost of operations and product development costs. Prior period results have been revised to conform with the revised definition and present separate reconciling items in our reconciliation.


	Year ended December 31,
(in thousands)	2025		2024		2023


Loss from continuing operations	$	(32,848)	$	(104,272)	$	(109,212)
Interest expense, net	36,046		45,495		41,654
Income tax expense	8,280		12,801		5,604
Depreciation & amortization	9,677		10,075		13,881
EBITDA	21,155		(35,901)		(48,073)


Impairment of long-lived assets	950		3,729		—
Benefit plans, net	9,782		31,230		38,406
Loss (gain) on asset disposals, net	1,226		(354)		134
Stock compensation	2,551		4,509		7,121
Restructuring activities	685		1,296		2,619
Gain (loss) on debt extinguishment	(1,836)		7,267		—
Settlements and related legal costs	129		4,044		(1,474)

Foreign exchange	(135)		(237)		2,327
Financial advisory services	8,004		1,877		1,934

Other - net	1,229		3,707		2,436
Adjusted EBITDA	$	43,740	$	21,167	$	5,430

Impairment of long-lived assets

Impairment of long-lived assets refers to when the carrying amount of an asset exceeds the fair value or recoverable amount.

Benefit plans, net

We recognize benefits from our defined benefit and other postretirement benefit plans based on actuarial calculations primarily because our expected return on assets is greater than our service cost. Service cost is low because our plan benefits are frozen.

Our pension costs include MTM adjustments and are primarily a result of changes in the discount rate, curtailments and settlements. Any MTM charge or gain should not be considered to be representative of future MTM adjustments as such events are not currently predicted and are in each case subject to market conditions and actuarial assumptions as of the date of the event giving rise to the MTM adjustment.

Refer to Note 14 to the Consolidated Financial Statements for further information regarding our pension and other postretirement plans.

Loss (gain) on asset disposals, net

We, at times, will sell or dispose of certain assets that are unrelated to our current or future operations. Therefore, we believe it is useful to exclude these gains and losses from our non-GAAP financial measures in order to highlight the performance of the continuing business.

Stock compensation

The grant date fair value of stock compensation varies based on the derived stock price at the time of grant, valuation methodologies, subjective assumptions, and reward types. This may make the impact of this form of compensation on our current financial results difficult to compare to previous and future periods. Therefore, we believe it is useful to exclude stock-based compensation from our non-GAAP financial measures in order to highlight the performance of the business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies.

Restructuring activities

Restructuring activities and business services transition actions across our business units and corporate functions primarily consist of severance and related costs associated with non-recurring actions taken to transform our operations with impacts on employees and facilities used in our businesses. Business services transition costs relate to new technology implementation, expected to provide future benefit and are included in Cost of operations and SG&A expenses in the Consolidated Statement of Operations.

Gain (loss) on debt extinguishment

Losses on debt extinguishment were due to the write-off of deferred financing fees and certain other exit costs associated with our extinguishment of the Debt Facilities.

Settlements and related legal costs (recoveries)

Settlements and related legal costs (recoveries) relate to expenses associated with resolving legal disputes, whether through negotiated settlements or court judgments. For further discussion see Note 20 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Foreign exchange

We translate assets and liabilities of our foreign operations into U.S. dollars at current exchange rates, and we translate items in our Consolidated Statement of Operations at average exchange rates for the periods presented. We report foreign currency transaction gains (losses) in income in the Consolidated Statements of Operations. Management excludes these expenses from Adjusted EBITDA as they do not reflect the ordinary course of business and are inherently unpredictable in timing and amount.

Foreign exchange gains and losses are primarily related to unhedged intercompany loans denominated in European currencies to fund foreign operations.

Financial advisory services

Financial advisory services relate to business planning and other professional services.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary liquidity requirements include debt service, funding dividends on Preferred Stock and working capital needs. We fund our liquidity requirements primarily through cash generated from operations, external sources of financing, including our Credit Agreement, senior notes, and equity offerings, and our Preferred Stock, each of which are described below and in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report in further detail. We

believe that our current operating plan and borrowings available under our Credit Agreement will be sufficient to satisfy our foreseeable liquidity needs and capital expenditure requirements, including for at least the next twelve months. We may elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, capital expenditures, working capital needs or other purposes beyond the next twelve months. Additional financing may not be available on terms favorable to the Company or at all, and may also be impacted by any disruptions in the financial markets. In addition, the Company's existing indebtedness could limit its ability to obtain additional financing.

Cash and Cash Flows

The following discussion on our cash flows is inclusive of continued and discontinued operations, consistent with our presentation on the Consolidated Statement of Cash Flows in accordance with GAAP.

As of December 31, 2025, our cash and cash equivalents, and restricted cash totaled $201.4 million, and we had total debt of $321.1 million as well as $191.7 million of gross Preferred Stock outstanding. Our foreign business locations held $9.0 million of our total cash and cash equivalents, and restricted cash as of December 31, 2025. In general, our foreign cash balances are not available to fund our U.S. operations unless the funds are repatriated or used to repay intercompany loans made from the U.S. to foreign entities, which could expose us to taxes we have not made a provision for in our results of operations. We have no plans to repatriate these funds to the U.S. We had $66.8 million of restricted cash as of December 31, 2025 related to collateral for certain letters of credit as part of funding for several ongoing projects.

Cash flows used in operating activities was $68.9 million in the year ended December 31, 2025, which is primarily attributable to the current year net loss, including discontinued operations, of $36.2 million and non-cash adjustments arising from gain on sale of business of $38.9 million, partially offset by the impairment of long-lived assets of $9.9 million and depreciation and amortization of long-lived assets of $10.1 million. Cash flows used in operating activities also included movements in certain operating assets and liabilities such as advanced billings on contracts of $50.7 million and contracts in progress of $19.7 million, which are primarily impacted by timing differences related to progress made on ongoing projects, billings, and collections, and may fluctuate significantly period to period. These were partially offset by operating cash flow decreases from accounts payable of $57.9 million, pension liabilities, accrued postretirement benefits and employee benefits of $10.6 million and accounts receivable - trade, net of $16.5 million, which are result of timing of vendor payments, contributions made to the plan and timing of ongoing collections, respectively.

Cash flows used in operating activities was $118.7 million in the year ended December 31, 2024, which is primarily attributable to the current year net loss, including discontinued operations, of $59.9 million, and non-cash adjustments arising from the BWRS sale of $58.9 million, partially offset by the mark to market, prior service cost amortization for pension and postretirement plans of $34.9 million and depreciation and amortization of long-lived assets of $16.7 million. Cash flows used in operating activities also included movements in certain operating assets and liabilities such as utilization of contracts in progress of $41.6 million and accounts receivable -trade, net of $12.2 million, which are primarily impacted by timing differences related to progress made on ongoing projects, billings, and collections, accrued and other current liabilities of $28.5 million resulting from the timing of payments to vendors, and pension liabilities, accrued postretirement benefits and employee benefits of $16.8 million.

Cash flows provided by investing activities totaled $197.0 million in the year ended December 31, 2025, primarily due to proceeds from the sale of businesses of $216.3 million, partially offset by purchases of fixed assets primarily relating to BrightLoop™ projects. Cash flows provided by investing activities totaled $110.0 million in the year ended December 31, 2024, primarily related to $120.9 million of proceeds from our divestitures, partially offset by $11.2 million of capital expenditures primarily relating to BrightLoop™ projects.

Cash flows used in financing activities was $58.7 million during the year ended December 31, 2025, primarily related to the redemption of our Senior Notes due 2026 of $110.7 million, net repayments on the Axos Credit Agreement of $54.3 million and payments of Preferred Stock dividends of $14.9 million, partially offset by proceeds of $130.1 million pursuant to our at-the-market offerings as described in Note 16 to the Consolidated Financial Statements. Cash flows provided by financing activities of $69.7 million during the year ended December 31, 2024, primarily related to the net borrowings on the Axos Credit Agreement of $93.7 million, partially offset by Preferred Stock dividend payments of $18.6 million and debt issuance costs of $8.5 million.

Debt and Credit Facilities

As described in Note 15 to our Consolidated Financial Statements included herein, we entered into a Credit Agreement in January 2024. This agreement substantially replaces the existing Reimbursement Agreement, Revolving Credit Agreement and Letter of Credit Agreement. We completed the transition of letters of credit outstanding under the Letter of Credit Agreement and Reimbursement Agreement to the Credit Agreement in August 2024. Information related to our Debt and Credit Facilities is described in Note 15 to the Consolidated Financial Statements and is incorporated herein by reference.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably expected to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources as of December 31, 2025.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Consolidated Financial Statements included in Part II, Item 8 of this Annual Report are prepared in accordance with GAAP. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe the following are our most critical accounting policies that we apply in the preparation of our consolidated financial statements. These policies require our most difficult, subjective and complex judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

Assets and Liabilities Held for Sale and Discontinued Operations

Assets and liabilities classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation and amortization of assets cease upon designation as held for sale. Discontinued operations comprise activities that were disposed of, discontinued or held for sale at the end of the period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes and represent a strategic business shift having a major effect on our operations and financial results according to ASC 205, Presentation of Financial Statements. We have included all of the revenues and expenses for B&W Solar, BWRS, SPIG, GMAB, Vølund, Diamond Power and ASH businesses as discontinued operations in the Consolidated Statements of Operations and all assets and liabilities as held for sale in the Consolidated Balance Sheets as of December 31, 2024. No assets or liabilities were held for sale in the Consolidated Balance Sheets as of December 31, 2025. See Note 5 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further discussion.

Contracts and revenue recognition

A significant portion of our revenue is recognized over time using the cost-to-cost input method, which involves significant estimates. This method of revenue recognition uses costs incurred-to-date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead and warranty expenses. Variable consideration in these contracts includes estimates of contract modifications, contractual bonuses and penalties, and liquidated damages.

We review contract price and cost estimates each reporting period as the work progresses and reflect adjustments proportionate to the costs incurred to date relative to total estimated costs at completion in income in the period when those estimates are revised. These changes in estimates can be material. For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected contract loss is recognized in full in Costs of operations in the Consolidated Statements of Operations and an accrual for the estimated loss on the uncompleted contract is recorded in Other accrued liabilities in the Consolidated Balance Sheets. In addition, when we determine that an incomplete contract will not be completed on time and the contract has liquidated damages provisions, we recognize the estimated liquidated damages at the most likely amount we will incur as a reduction of the estimated selling price in the period the change in estimate occurs. These amounts are included in Other accrued liabilities in the Consolidated Balance Sheets.

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract, with cumulative adjustment to revenue.

We recognize accrued claims in contract revenues for additional work or changes in the scope of work to the extent of costs incurred when we believe we have an enforceable right to the modification or claim, the amount can be reasonably estimated and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for enforcing the claim, the cause of any additional costs incurred and whether those costs are identifiable or otherwise determinable, the nature and reasonableness of those costs, the objective evidence available to support the amount of the claim, and the relevant history with the counterparty that supports expectations about their willingness and ability to pay for the additional cost along with a reasonable margin. Claims receivable were not significant at December 31, 2025 and 2024.

Our revenue recognition policies, assumptions, changes in estimates and significant loss contracts are described in greater detail in Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Goodwill

Goodwill is generally recorded as a result of a business combination and represents the excess of purchase price over the fair value of the tangible and identifiable net assets acquired. We perform impairment testing of goodwill annually on October 1 or if we determine that impairment indicators are present. In assessing goodwill for impairment, we follow ASC 350, Intangibles – Goodwill and Other, which permits a qualitative assessment of whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill, or we choose not to perform the qualitative assessment, then we compare the fair value of that reporting unit with its carrying amount, including goodwill, in a quantitative assessment. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss measured as the excess of the reporting unit's carrying amount, including goodwill, over its fair value. The estimated fair value of the reporting unit is derived based on valuation techniques we believe market participants would use for each of the reporting units.

The annual quantitative assessment was performed using a combination of the income approach (discounted cash flows), the market approach and the guideline transaction method. The income approach uses the reporting unit's estimated future cash flows, discounted at the weighted-average cost of capital of a hypothetical third-party buyer to account for uncertainties within the projections. The income approach uses assumptions based on the reporting unit's estimated revenue growth, operating margin and working capital turnover. The market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar characteristics to the reporting unit. The guideline transaction method estimates fair value by applying recent observed transaction multiples from transactions involving companies with similar characteristics to the reporting unit's business. The Company completed its annual goodwill impairment testing for 2024 and 2025 and determined that the fair value of each reporting unit was substantially in excess of its carrying value. The Company also performed an interim goodwill impairment test in July 2025, in connection with its sale of Diamond Power business. No impairment was identified. If actual results are not consistent with the Company's estimates and/or other assumptions change, the Company may be exposed to future impairment charges that could materially and adversely impact its financial position and results of operations.

See Note 2 and Note 10 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further discussion.

Warranty expenses

We record an estimated expense in Cost of operations in the Consolidated Statements of Operations to satisfy contractual warranty requirements when we recognize the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is recognized when the contract becomes a loss contract. In addition, we record specific adjustments when we expect the actual warranty costs to significantly differ from the initial estimates. Factors that impact our estimate of warranty costs include prior history of warranty claims and our estimate of future costs of materials and labor. Such changes could have a material effect on our consolidated financial position, results of operations

and cash flows. See Note 13 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further discussion.

Pension plans and postretirement benefits

We sponsor various defined benefit pension and postretirement plans covering certain employees of our U.S. and Canadian subsidiaries and use actuarial valuations to calculate the cost and benefit obligations of pension and postretirement benefits. The actuarial valuations use significant assumptions in the determination of benefit cost and obligations, including assumptions regarding discount rates, expected returns on plan assets, mortality and health care cost trends.

Included in our significant assumptions, we determine the discount rate based on a review of published financial data and discussions with our actuary regarding rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of our pension and postretirement plan obligations. We use an alternative spot rate method for discounting the benefit obligation rather than a single equivalent discount rate because it more accurately applies each year's spot rates to the projected cash flows. The components of benefit cost related to service cost, interest cost, expected return on plan assets and prior service cost amortization are recorded on a quarterly basis based on actuarial assumptions. In the fourth quarter of each year, or as interim remeasurements are required, we recognize net actuarial gains or losses into earnings as a component of net periodic benefit cost (MTM pension adjustment). Recognized net actuarial gains and losses consist primarily of reported actuarial gains and losses and the difference between the actual return on plan assets and the expected return on plan assets. The expected rate of return on plan assets is based on the long-term expected returns for the investment mix of assets currently in the portfolio. In setting this rate, we use a building-block approach. Historic real return trends for the various asset classes in the plan's portfolio are combined with anticipated future market conditions to estimate the real rate of return for each asset class. These rates are then adjusted for anticipated future inflation to determine estimated nominal rates of return for each asset class. The expected rate of return on plan assets is determined to be the weighted average of the nominal returns based on the weightings of the asset classes within the total asset portfolio.

As of 2015, we have ceased all of our various plans but continue to accrue benefits for those employees still eligible prior to the cessation of these plans. See Note 14 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further discussion.

Income taxes

Income tax expense for federal, foreign, state and local income taxes are calculated on taxable income based on the income tax law in effect at the latest balance sheet date and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. We assess the need for valuation allowances on a quarterly basis. In determining the need for a valuation allowance, we consider relevant positive and negative evidence, including carryback potential, reversals of taxable temporary differences, future taxable income, and tax-planning strategies. As of December 31, 2025, we have a valuation allowance on our deferred tax assets in substantially all jurisdictions, as we do not believe it is more likely than not that the deferred tax assets will be realized.

For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the Consolidated Financial Statements. We record interest and penalties (net of any applicable tax benefit) related to income taxes as a component of Income tax expense in the Consolidated Statements of Operations.

Loss contingencies

We estimate liabilities for loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable. Disclosures are provided when there is a reasonable possibility that the ultimate loss will exceed the recorded provision or if such probable loss is not reasonably estimable. Currently we do not expect that any of our litigation proceedings, disputes and claims will have a material adverse effect on our consolidated financial position, as discussed in Note 20 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Where applicable, we have accrued estimates of the probable losses associated with these matters; however, these matters are typically resolved

over long periods of time and are often difficult to estimate due to the factors included in Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Consequently, it is possible future earnings could be affected by changes in our assessment of the probability that a loss has been incurred in material pending litigation against us and/or changes in estimates related to such matters.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk from changes in interest rates relates primarily to our cash equivalents and our investment portfolio, which primarily consists of investments in U.S. government obligations and highly liquid money market instruments denominated in U.S. dollars. We are averse to principal loss and seek to ensure the safety and preservation of our invested funds by limiting default risk, market risk and reinvestment risk. Our investments are classified as available-for-sale.

We have operations in many foreign locations, and our financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in those foreign markets since the functional currency of our foreign entities is not the U.S. dollar. Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Our primary foreign currency exposures are Canadian dollar, Mexican peso, Euro, Danish krone and British pound. If the balances of these intercompany loans as of December 31, 2025 were to remain constant, a 100-basis point change in foreign currency exchange rates would not materially impact our earnings.

ITEM 8. Consolidated Financial Statements and Supplemental Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Babcock & Wilcox Enterprises, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Babcock & Wilcox Enterprises, Inc. (the "Company") as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit, and cash flows for the year then ended, and the related notes and schedule listed in Item 15 (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2024 and 2023 consolidated financial statements to retrospectively reflect the operations of the Company's Allen-Sherman-Hoff ("ASH") Division as discontinued operations as discussed in Note 5, and to recast the segment disclosures in Note 6. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2024 or 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 and 2023 consolidated financial statements taken as a whole.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 16, 2026, expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Over Time Revenue Recognition

As described in Note 2 to the Company's consolidated financial statements, revenue that the Company recognizes on fixed-price contracts over the contract term ("over time") primarily relates to customized, engineered solutions and construction services. Typically, revenue is recognized over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company's performance obligations. Substantially all of the Company's revenue recognized over time under the cost-to-cost input method contains a single performance obligation as the interdependent nature of the goods and services provided prevents them from being separately identifiable within the contract.

We identified revenue recognition on certain fixed-price contracts as a critical audit matter due to the significant management judgment involved in estimating total costs and profit for measuring progress to completion to recognize revenue for fixed-price contracts. Auditing these elements of revenue recognition involved especially subjective and challenging auditor judgment due to the nature of audit evidence and extent of audit effort required to address these matters.

The primary procedures we performed to address this critical audit matter included:

◦Testing the completeness, existence, and accuracy of estimated costs and progress to completion calculations for certain fixed-price contracts by validating the underlying project data and assumptions used as inputs through the inspection of relevant source documents including contracts, project budgets and activity reports, invoices of costs incurred to date, and inquiry of project managers.

◦Evaluating management's ability to estimate costs and progress to completion by performing a retrospective review of estimated project costs to actual project costs and investigating variances outside of predetermined thresholds through the inspection of relevant source

documents.

Effect of Material Weakness in Internal Control over Financial Reporting

As disclosed in management's report on internal control over financial reporting, the Company identified material weaknesses as of December 31, 2025. These material weaknesses included ineffective controls across the following components of the Internal Control - Integrated Framework (2013) issued by COSO: (i) Control Environment, (ii) Control Activities, and (iii) Information and Communication.

We identified the evaluation of the sufficiency of audit evidence as a critical audit matter. Evaluating the sufficiency of audit evidence obtained was especially challenging as it required an increased audit effort because the pervasiveness of the material weaknesses noted above affected substantially all financial statement account balances and disclosures.

The primary procedures we performed to address this critical audit matter included:

◦Lowering the threshold for investigating differences between recorded amounts and independent expectations developed by us that we would have otherwise used to test certain financial statement accounts.

◦Increasing the number of selections that we would have otherwise made to test certain financial statement accounts.

◦Directly testing the completeness and accuracy of information produced by the Company, and increasing the number of selections that we would have otherwise made to test the completeness and accuracy of certain information produced by the Company.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2025.

Cleveland, Ohio

March 16, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Babcock & Wilcox Enterprises, Inc.

Opinion on the Financial Statements

We have audited, before the effects of the retrospective adjustments to reflect the operations of the Allen-Sherman-Hoff Division ("ASH") as discontinued operations discussed in Note 5 and for a change in the composition of reportable segments discussed in Note 6 to the consolidated financial statements, the consolidated balance sheet of Babcock & Wilcox Enterprises, Inc. and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows, for the years ended December 31, 2024 and 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements") (the 2024 and 2023 financial statements before the effects of the retrospective adjustments discussed in Notes 5 and 6 to the financial statements are not presented herein). In our opinion, the 2024 and 2023 financial statements, before the effects of the retrospective adjustments to reflect the operations of ASH as discontinued operations discussed in Note 5 and for a change in the composition of reportable segments discussed in Note 6 to the financial statements, present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. We were not engaged to audit, review, or apply any procedures to the retrospective adjustments to reflect the operations of ASH as discontinued operations discussed in Note 5 or for the change in the composition of reportable segments discussed in Note 6 to the consolidated financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by the successor auditor.

Going Concern

The 2024 financial statements of the Company were prepared assuming that the Company would continue as a going concern. As of the date of issuance of the Company's 2024 financial statements, the Company had uncertainty regarding its ability to refinance its Credit Agreement by November 30, 2025 and its Senior Notes by February 28, 2026, which raised substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters were also described in the 2024 financial statements. The 2024 financial statements did not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Cleveland, Ohio

March 31, 2025 (January 16, 2026, as to the effects of discontinued operations for Diamond Power discussed in Note 5).

We began serving as the Company's auditor in 2014. In 2025 we became the predecessor auditor.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year ended December 31,
(in thousands, except per share amounts)	2025		2024		2023
Revenues	$	587,676	$	581,039	$	587,448
Costs and expenses:
Cost of operations	443,825		454,326		465,977
Selling, general and administrative expenses	119,481		124,541		134,940



Research and development costs	1,457		5,133		6,462

Impairment of long-lived assets	950		3,729		—
Loss (gain) on asset disposals, net	1,226		(354)		134
Total costs and expenses	566,939		587,375		607,513

Operating income (loss)	20,737		(6,336)		(20,065)
Other (expense) income:
Interest expense	(37,532)		(46,145)		(42,561)
Interest income	1,486		650		907
Gain (loss) on debt extinguishment	1,836		(7,267)		—

Benefit plans, net	(9,782)		(31,230)		(38,406)
Foreign exchange	135		237		(2,327)
Other expense, net	(1,448)		(1,380)		(1,156)
Total other expense	(45,305)		(85,135)		(83,543)
Loss from continuing operations before income tax expense	(24,568)		(91,471)		(103,608)
Income tax expense	8,280		12,801		5,604
Loss from continuing operations	(32,848)		(104,272)		(109,212)
(Loss) income from discontinued operations, net of tax	(3,311)		44,357		(87,996)


Net loss attributable to stockholders	(36,159)		(59,915)		(197,208)
Less: Dividends on Series A Preferred Stock	14,859		14,859		14,858
Net loss attributable to stockholders of common stock	$	(51,018)	$	(74,774)	$	(212,066)

Basic and diluted loss per share
Continuing operations	$	(0.45)	$	(1.30)	$	(1.39)
Discontinued operations	(0.03)		0.48		(0.99)
Basic and diluted loss per share	$	(0.48)	$	(0.82)	$	(2.38)





Shares used in the computation of loss per share:
Basic and diluted	105,421		91,717		89,011

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Year ended December 31,
(in thousands)	2025		2024		2023
Net loss	$	(36,159)	$	(59,915)	$	(197,208)
Other comprehensive income (loss):
Currency translation adjustments	973		(9,459)		5,555
Reclassification of currency translation adjustments to net income (loss)	68,358		(11,250)		—

Benefit obligations:
Pension and post retirement adjustments, net of tax	1,351		410		870

Other comprehensive income (loss)	70,682		(20,299)		6,425
Total comprehensive income (loss)	34,523		(80,214)		(190,783)
Comprehensive (income) loss attributable to non-controlling interest	(23)		156		110
Comprehensive income (loss) attributable to stockholders	$	34,500	$	(80,058)	$	(190,673)

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS


	December 31,
(in thousands, except per share amounts)	2025		2024
Cash and cash equivalents	$	89,456	$	23,399
Current restricted cash	84,991		94,167
Accounts receivable – trade, net of allowance for credit losses of $2.1 million and $1.3 million as of December 31, 2025 and December 31, 2024, respectively	118,383		91,767

Contracts in progress	72,808		79,149
Inventories, net	60,880		58,295
Other current assets	44,158		23,534
Current assets held for sale	—		183,155
Total current assets	470,676		553,466
Net property, plant and equipment, and finance leases	65,533		60,860
Goodwill	53,097		51,411
Intangible assets, net	15,267		17,640
Right-of-use assets	17,651		16,902
Long-term restricted cash	26,913		10,042
Deferred tax assets	945		167
Other assets	12,856		16,499

Total assets	662,938		726,987

Accounts payable	69,192		88,291
Accrued employee benefits	4,575		3,830
Advance billings on contracts	111,987		56,381
Accrued warranty expense	3,584		2,654
Financing lease liabilities	1,894		1,644
Operating lease liabilities	3,819		3,204
Other accrued liabilities	40,397		28,006
Current senior notes	83,873		—
Current borrowings	67,373		125,137
Current liabilities held for sale	—		97,506
Total current liabilities	386,694		406,653
Senior notes, net of current portion	—		340,227
Senior Notes due 2030	150,970		—
Borrowings, net of current portion	18,865		8,556


Pension and other postretirement benefit liabilities	176,191		192,665
Finance lease liabilities, net of current portion	26,742		28,501
Operating lease liabilities, net of current portion	15,125		13,801
Deferred tax liability	10,666		9,800
Other noncurrent liabilities	9,226		9,956

Total liabilities	794,479		1,010,159

Stockholders' deficit:
Preferred Stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,669 at both December 31, 2025 and 2024	77		77
Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 130,447 and 95,138 at December 31, 2025 and 2024, respectively	5,569		5,208
Capital in excess of par value	1,691,412		1,558,828
Treasury stock at cost, 2,690 and 2,379 shares at December 31, 2025 and 2024, respectively	(115,886)		(115,500)
Accumulated deficit	(1,696,735)		(1,645,716)
Accumulated other comprehensive loss	(15,978)		(86,660)
Stockholders' deficit attributable to shareholders	(131,541)		(283,763)
Non-controlling interest	—		591
Total stockholders' deficit	(131,541)		(283,172)
Total liabilities and stockholders' deficit	$	662,938	$	726,987

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT


	Common Stock			Preferred Stock			Capital In Excess of Par Value		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non-controlling Interest		Total Stockholders' Deficit
(in thousands)	Shares	Par Value		Shares	Par Value
Balance at December 31, 2022	88,700	$	5,138	7,669	$	77	$	1,537,625	$	(113,753)	$	(1,358,875)	$	(72,786)	$	485	$	(2,089)
Net loss	—	—		—	—		—		—		(197,208)		—		237		(196,971)
Currency translation adjustments	—	—		—	—		—		—		—		5,555		(110)		5,445
Pension and postretirement adjustments, net of tax	—	—		—	—		—		—		—		870		—		870
Stock-based compensation charges	749	10		—	—		8,656		(1,411)		—		—		—		7,255



Dividends to preferred stockholders	—	—		—	—		—		—		(14,859)		—		—		(14,859)
Dividends to non-controlling interest	—	—		—	—		—		—		—		—		(1)		(1)
Balance at December 31, 2023	89,449	$	5,148	7,669	$	77	$	1,546,281	$	(115,164)	$	(1,570,942)	$	(66,361)	$	611	$	(200,350)
Net loss	—	—		—	—		—		—		(59,915)		—		136		(59,779)
Currency translation adjustments	—	—		—	—		—		—		—		(20,709)		(156)		(20,865)
Pension and postretirement adjustments, net of tax	—	—		—	—		—		—		—		410		—		410
Stock-based compensation charges	701	10		—	—		4,608		(336)		—		—		—		4,282

Dividends to preferred stockholders	—	—		—	—		—		—		(14,859)		—		—		(14,859)
Common stock offering, net	4,988	50		—	—		7,939		—		—		—		—		7,989

Balance at December 31, 2024	95,138	$	5,208	7,669	$	77	$	1,558,828	$	(115,500)	$	(1,645,716)	$	(86,660)	$	591	$	(283,172)
Net loss	—	—		—	—		—		—		(36,159)		—		60		(36,099)
Currency translation adjustments	—	—		—	—		—		—		—		69,331		23		69,354
Pension and postretirement adjustments, net of tax	—	—		—	—		—		—		—		1,351		—		1,351
Stock-based compensation charges	1,140	19		—	—		2,796		(386)		—		—		—		2,429
Dividends to preferred stockholders	—	—		—	—		—		—		(14,860)		—		—		(14,860)

Common stock offering, net	34,169	342		—	—		129,788		—		—		—		—		130,130
Divestiture of non-controlling interest	—	—		—	—		—		—		—		—		(556)		(556)
Dividends to non-controlling interest	—	—		—	—		—		—		—		—		(118)		(118)
Balance at December 31, 2025	130,447	$	5,569	7,669	$	77	$	1,691,412	$	(115,886)	$	(1,696,735)	$	(15,978)	$	—	$	(131,541)

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year ended December 31,
(in thousands)	2025		2024		2023
Operating Activities:
Net loss from continuing operations	$	(32,848)	$	(104,272)	$	(109,212)
Net (loss) income from discontinued operations	(3,311)		44,357		(87,996)
Net loss	(36,159)		(59,915)		(197,208)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of long-lived assets	10,137		16,709		20,996
Impairment of long-lived assets	9,917		9,567		56,556

Amortization of deferred financing costs and debt premium	3,503		5,820		5,747
Amortization of guaranty fee	108		2,935		935
Non-cash operating lease expense	3,913		7,357		6,754

(Gain) loss on debt extinguishment	(1,836)		7,267		—
Gain on sale of business	(38,864)		(58,947)		—
Loss on asset disposals	5,651		431		200
Provision for (benefit from) deferred income taxes, including valuation allowances	783		7,102		(1,464)
Mark to market, prior service cost amortization for pension and postretirement plans	9,684		34,911		38,904
Stock-based compensation, net of associated income taxes	2,795		4,692		8,695

Foreign exchange	(6,081)		3,079		2,507

Bad debt (recovery) expense	(6,443)		(1,148)		9,042
Changes in operating assets and liabilities:
Accounts receivable – trade, net	(16,466)		(12,245)		13,326
Contracts in progress	19,722		(41,580)		40,173
Other current and noncurrent assets	(14,365)		(5,729)		10,447
Advance billings on contracts	50,698		(3,315)		(47,261)
Inventories, net	(7,832)		(6,410)		(8,130)
Income taxes	168		9,663		(6,307)
Accounts payable	(57,941)		8,143		12,930
Accrued and other current liabilities	15,793		(28,537)		(2,586)
Accrued contract loss	(4,785)		(2,364)		838
Pension liabilities, accrued postretirement benefits and employee benefits	(10,635)		(16,755)		(5,024)
Other, net	(355)		534		(2,340)
Net cash used in operating activities	(68,890)		(118,735)		(42,270)
Investing Activities:
Purchase of property, plant and equipment	(16,769)		(11,205)		(9,800)

Proceeds from sale of business and assets	216,266		120,906		—
Purchases of securities	(5,991)		(7,133)		(6,087)
Sales and maturities of securities	3,507		7,357		8,051
Other, net	—		34		(102)
Net cash provided by (used in) investing activities	197,013		109,959		(7,938)


	Year ended December 31,
(in thousands)	2025		2024		2023
Financing Activities:
Borrowings on loan payable	84,605		215,615		252,544
Repayments on loan payable	(138,884)		(121,944)		(226,629)

Buyback of Senior Notes due 2026	(110,744)		—		—
Finance lease payments	(1,674)		(1,359)		(1,195)
Payment of holdback funds from acquisition	—		(2,950)		(2,798)







Payment of Preferred Stock dividends	(14,859)		(18,573)		(11,144)
Shares of common stock returned to treasury stock	(386)		(336)		(1,411)

Issuance of common stock, net	130,130		7,939		—
Payment of non-controlling interest dividends	(118)		—		—
Debt issuance costs	(6,538)		(8,479)		(658)
Other, net	(260)		(179)		(153)
Net cash (used in) provided by financing activities	(58,728)		69,734		8,556
Effects of exchange rate changes on cash	901		(1,263)		(439)
Net increase (decrease) in cash, cash equivalents and restricted cash	70,296		59,695		(42,091)
Cash, cash equivalents and restricted cash, beginning of period	131,064		71,369		113,460
Cash, cash equivalents and restricted cash at end of period	$	201,360	$	131,064	$	71,369

Schedule of cash, cash equivalents and restricted cash:
Cash and cash equivalents (1)	$	89,456	$	26,855	$	65,335
Current restricted cash	84,991		94,167		5,737
Long-term restricted cash	26,913		10,042		297
Cash, cash equivalents and restricted cash at end of period	$	201,360	$	131,064	$	71,369

Income taxes paid, net (2)	$	8,714	$	7,761	$	6,731
Interest paid	36,377		37,320		23,067

(1) Includes cash held at discontinued operations of $3.5 million and $27.3 million at December 31, 2024 and 2023, respectively.
(2) Includes income taxes paid of $6.4 million, $1.0 million and $1.3 million in Canada, Indonesia and other countries, respectively, at December 31, 2025.

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 1 – BASIS OF PRESENTATION

The Consolidated Financial Statements of Babcock & Wilcox Enterprises, Inc. have been prepared in accordance with GAAP. We have eliminated all intercompany transactions and accounts. Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations.

Liquidity and Going Concern

As disclosed in our 2024 Form 10‑K, for the financial period ending and as of December 31, 2024, conditions and events were present and management's plan for mitigation were assessed as insufficient, such that we concluded there was substantial doubt about the Company's ability to continue as a going concern.

Due to the various actions completed by management during 2025, including debt restructuring activities, repayment of outstanding debt balances, equity raises, and divestitures of non-core businesses, the Company's liquidity, financial condition and capital structure improved as of December 31, 2025 and through the date of this Form 10-K filing. As a result, we have concluded that conditions and events no longer raise substantial doubt about the Company's ability to continue as a going concern.

Operations

Our operations are assessed based on one reportable segment as described in Note 6. For financial information about our segment see Note 6 to the Consolidated Financial Statements.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

We use estimates and assumptions to prepare the Consolidated Financial Statements in conformity with GAAP. Our long-term contracts, warranty obligations, valuation of goodwill, intangible assets, other long-lived assets, business combinations, tax assets, pension and postretirement plans, contingencies and litigation require the use of various management estimates and assumptions. These estimates and assumptions affect the amounts we report in the Consolidated Financial Statements and accompanying notes. Our actual results could differ from these estimates. Management reviews our estimates on an on-going basis. Changes in facts and circumstances may alter such estimates and affect our results of operations and financial position in future periods.

Cash and cash equivalents and restricted cash

Cash equivalents are highly liquid investments, with maturities of three months or less at the time of purchase. We record cash and cash equivalents as current or long-term restricted cash when we are unable to freely use such cash and cash equivalents for general operating purposes. Refer to Note 17 in the Consolidated Financial Statements for further details.

Trade accounts receivable and allowance for credit loss

Trade accounts receivable are recorded at the point when customers are billed and represent the amount of consideration we expect to receive in exchange for goods and services transferred and do not bear interest. We establish provisions for expected lifetime losses on accounts receivable based on customer credit quality and forecasted economic conditions. We regularly review our accounts receivable balances and the allowance for credit loss and establish or adjust the allowance as necessary using the specific identification method. Bad debt amounts charged to selling, general and administrative expenses were $0.2 million, $0.0 million and $0.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. The following table summarizes the Allowance for credit loss:


	Year ended December 31,
(in thousands)	2025		2024
Balance at beginning of period	$	1,302	$	1,537
Charges to costs and expenses	208		(53)
Deductions	(40)		38
Currency translation adjustments and other (1)	675		(220)
Balance at end of period	$	2,145	$	1,302

(1) 2025 balance includes $0.8 million of assets no longer held for sale as of December 31, 2025, offset by other reclassifications and adjustments. See Note 5 to the Consolidated Financial Statements for further information.

Contract balances

Contracts in progress, a current asset in the Consolidated Balance Sheets, includes revenues and related costs, plus accumulated contract costs that exceed amounts invoiced to customers under the terms of the contracts. Advance billings, a current liability in the Consolidated Balance Sheets, includes amounts on contracts invoiced that exceed accumulated contract costs and revenues and costs recognized under the cost-to-cost input method. Those balances are classified as current based on the life cycle of the associated contracts. Most long-term contracts contain provisions for progress payments. Unbilled revenues do not contain an allowance for credit losses as the expectation is to invoice customers and collectively all amounts due are deemed probable. We review contract price and cost estimates each reporting period as the work progresses and reflect adjustments proportionate to the costs incurred to date relative to total estimated costs at completion in income in the period when those estimates are revised. For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected contract loss is recognized in full in Costs of operations in the Consolidated Statements of Operations and an accrual for the estimated loss on the uncompleted contract is recorded in Other accrued liabilities in the Consolidated Balance Sheets. In addition, when we determine that an incomplete contract will not be completed on time and the contract has liquidated damages provisions, we recognize the estimated liquidated damages at the most likely amount we will incur as a reduction of the estimated selling price in the period the change in estimate occurs. These amounts are included in Other accrued liabilities in the Consolidated Balance Sheets.

Inventories

Inventories are carried at the lower of cost or net realizable value on the first-in, first-out basis ("FIFO") basis. The obsolete inventory reserve was $4.6 million and $3.1 million as of December 31, 2025 and 2024, respectively. The components of inventories can be found in Note 8 to the Consolidated Financial Statements.

Property, plant and equipment

Property, plant and equipment are reported at depreciated cost, less any impairment provisions. Property, plant and equipment are depreciated using the straight-line method over estimated economic useful lives of eight to 33 years for buildings and three to 28 years for machinery and equipment. Depreciation expense was $4.8 million, $4.9 million and $8.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. The costs of maintenance, repairs and renewals that do not materially prolong the useful life or increase the capacity of an asset are expensed as incurred.

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss recorded is calculated by the excess of the asset carrying amount over its fair value. Fair value is generally determined using a discounted cash flow analysis. Our estimates of cash flow may differ from actual cash flow due to, among other things, technological changes, economic conditions or changes in operating performance. Any changes in such factors may result in future asset impairments and negatively affect our financial position and results of operations. We did not have any impairments relating to property, plant and equipment in for the years ended December 31, 2025, 2024 or 2023.

We capitalize project costs, including pre-construction costs and other costs directly related and essential to the development, pre-construction, or construction of a project. Capitalization of development, pre-construction, and construction costs is required while activities are ongoing to prepare an asset for its intended use. Fluctuations in our development, pre-

construction, and construction activities could result in significant changes to total expenses and net income. Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred. Expenditures for repairs and maintenance are expensed as incurred. Impairment of $3.7 million related primarily to construction in progress asset for the year ended December 31, 2024.

Loss (gain) on assets disposals for the years ended December 31, 2025, 2024 and 2023, respectively, were $1.2 million, $(0.4) million and $0.1 million.

Goodwill

The annual quantitative assessment was performed using a combination of the income approach (discounted cash flows), the market approach and the guideline transaction method. The income approach uses the reporting unit's estimated future cash flows, discounted at the weighted-average cost of capital of a hypothetical third-party buyer to account for uncertainties within the projections. The income approach uses assumptions based on the reporting unit's estimated revenue growth, operating margin and working capital turnover. The market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar characteristics to the reporting unit. The guideline transaction method estimates fair value by applying recent observed transaction multiples from transactions involving companies with similar characteristics to the reporting unit's business. The Company completed its annual goodwill impairment testing for 2024 and 2025 and determined that the fair value of each reporting unit was substantially in excess of its carrying value. See Note 10 to the Consolidated Financial Statements for further discussion of our assessment.

If actual results are not consistent with the Company's estimates and/or other assumptions change, the Company may be exposed to future impairment charges that could materially and adversely impact its financial position and results of operations.

Intangible assets

Intangible assets are recognized at fair value when acquired, generally as a result of a business combination. Intangible assets with definite lives are amortized to operating expense using the straight-line method over their estimated useful lives and tested for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Intangible assets with indefinite lives are not amortized and are subject to impairment testing at least annually or in interim periods when impairment indicators are present. We may elect to perform a qualitative assessment when testing indefinite-lived intangible assets for impairment to determine whether events or circumstances affecting significant inputs related to the most recent quantitative evaluation have occurred, indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Otherwise, we test indefinite-lived intangible assets for impairment by determining the fair value of the indefinite-lived intangible asset and comparing the fair value to its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment is recognized for the amount of the difference.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Right-of-use ("ROU") assets, Operating lease liabilities and Non-current operating lease liabilities in the Consolidated Balance Sheets. Finance leases are

included in Net property, plant and equipment and finance leases, Other accrued liabilities and Other non-current finance liabilities in the Consolidated Balance Sheets. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Since substantially all of our leases do not provide an implicit rate, the incremental borrowing rate based on the information available at lease commencement date is used to determine the present value of future payments. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and exclude lease incentives. Our lease terms may include options to extend or terminate the lease, which are recognized when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. We recorded impairment of $1.0 million related to the reduction of our real estate footprint for the year ended December 31, 2025.

For leases beginning in 2019 and later, we account for lease components (e.g., fixed payments including rent) together with the non-lease components (e.g., common-area maintenance costs) as a single lease component for all classes of underlying assets.

Income taxes

Income tax expense for federal, foreign, state and local income taxes are calculated on taxable income based on the income tax law in effect at the latest balance sheet date and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the Consolidated Financial Statements. We record interest and penalties (net of any applicable tax benefit) related to income taxes as a component of Income tax expense in the Consolidated Statements of Operations.

Assets and liabilities held for sale and discontinued operations

We classify assets and liabilities as held for sale when Management, with approval from the Board of Directors, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We test for impairment when we classify a disposal group as held for sale in the following order. First, we evaluate for impairment all assets outside the scope of subtopic ASC 360-10 other than goodwill. Next, we evaluate goodwill and then the disposal group in its entirety. An impairment charge is recognized when the carrying value of the disposal group exceeds the estimated fair value, less costs to sell. We also cease depreciation and amortization for assets classified as held for sale. When a decision to sell represents a strategic shift impacting our operations and financial results, the disposal group and related operations are reported as discontinued operations. For further discussion see Note 5 to the Consolidated Financial Statements.

Pension plans and postretirement benefits

actuarial gains or losses into earnings as a component of net periodic benefit cost (MTM pension adjustment). Recognized net actuarial gains and losses consist primarily of reported actuarial gains and losses and the difference between the actual return on plan assets and the expected return on plan assets.

We recognize the funded status of each plan as either an asset or a liability in the Consolidated Balance Sheets. The funded status is the difference between the fair value of plan assets and the present value of the benefit obligation, determined on a plan-by-plan basis. See Note 14 to the Consolidated Financial Statements for a detailed description of our pension plans and postretirement benefits.

Loss per share

We have computed loss per common share on the basis of the weighted average number of common shares, and, where dilutive, common share equivalents, outstanding during the indicated periods. We have a number of forms of stock-based compensation, including incentive and non-qualified stock options, restricted stock and restricted stock units. We include the shares applicable to these plans in dilutive loss per share when related performance criteria have been met. The computation of basic and diluted loss per share is included in Note 3 to the Consolidated Financial Statements.

Revenue recognition

A performance obligation is a contractual promise to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.

Revenue from goods and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for 3% of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively. Revenue on these contracts is recognized when the customer obtains control of the asset, which is generally upon shipment or delivery and acceptance by the customer. Standard commercial payment terms generally apply to these sales.

Revenue from products and services transferred to customers over time accounted for 97% of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively. Revenue recognized over time primarily relates to customized, engineered solutions and construction services. Typically, revenue is recognized over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead and, when appropriate, SG&A expenses. Variable consideration in these contracts includes estimates of contractual bonuses and penalties, contract modifications and liquidated damages. Substantially all of our revenue recognized over time under the cost-to-cost input method contains a single performance obligation as the interdependent nature of the goods and services provided prevents them from being separately identifiable within the contract. Generally, we try to structure contract milestones to mirror its expected cash outflows over the course of the contract; however, the timing of milestone receipts can greatly affect the overall cash position. Refer to Note 6 to the Consolidated Financial Statements for details of disaggregation of revenue.

As of December 31, 2025, we have estimated the costs to complete all in-process contracts in order to estimate revenues using a cost-to-cost input method. However, it is possible that current estimates could change in the future due to unforeseen events, which could result in adjustments to overall contract costs and revenue recognition. Variations from estimated contract performance could result in material adjustments to operating results for any fiscal period.

We generally recognize sales commissions in equal proportion as revenue is recognized. Our sales agreements are structured such that commissions are only payable upon receipt of payment, thus no amount is recorded at contract inception as a liability has not been incurred at that point.

Warranty expense

Loss contingencies

Consequently, it is possible future earnings could be affected by changes in our assessment of the probability that a loss has been incurred in material pending litigation against us and/or changes in estimates related to such matters.

Loss recoveries

Loss recoveries are recognized and disclosed only when receipt of the recovery is probable and can be reasonably estimated. These matters are typically resolved over long periods of time and are often difficult to assess and estimate due to, among other reasons, the possibility of multiple actions by third parties, multiple complex unresolved procedural and substantive issues; and the wide-ranging outcomes reached in similar cases, including the variety of losses incurred. Consequently, it is possible future earnings could be affected by changes in our assessment of the probability that a loss recovery has been recognized and/or changes in estimates related to such matters.

Research and development

Research and development activities are related to improving our products through innovations to reduce cost and increase competitiveness and/or improve performance to better meet customers' expectations. Research and development expenses totaled $1.5 million, $5.1 million, and $6.5 million in the years ended December 31, 2025, 2024 and 2023, respectively.

Contingent consideration

The fair value of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, we estimate the fair value of contingent earn-out payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability in the Consolidated Balance Sheets.

We review and reassess the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of our contingent earn-out liabilities related to the time component of the present value calculation are reported in Interest expense in the Consolidated Statements of Operations. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in Other - net in the Consolidated Statements of Operations.

Self-insurance

We have a wholly owned insurance subsidiary that provides workers' compensation, employer's liability, commercial general, and automotive liability and, from time to time, builder's risk insurance (within certain limits) to our operating companies. We may also, in the future, have this insurance subsidiary accept other risks that we cannot or do not wish to transfer to outside insurance companies. Included in Other non-current liabilities in the Consolidated Balance Sheets are reserves for self-insurance totaling $6.8 million and $7.5 million as of December 31, 2025 and 2024, respectively.

Stock-based compensation

The fair value of equity-classified awards, such as restricted stock, performance shares and stock options, is determined on the date of grant and is not remeasured. The fair value of liability-classified awards, such as cash-settled stock appreciation rights, restricted stock units and performance units, is determined on the date of grant and is remeasured at the end of each reporting period through the date of settlement. Fair values for restricted stock, restricted stock units, performance shares and performance units are determined using the closing price of our common stock on the date of grant. Fair values for stock options are determined using a Black-Scholes option-pricing model. For performance shares or units that contain a Relative Total Shareholder Return vesting criteria and for stock appreciation rights, we utilize a Monte Carlo simulation to determine the fair value, which determines the probability of satisfying the market condition included in the award. The determination of the fair value of a share-based payment award using an option-pricing model or a Monte Carlo simulation requires the input of significant assumptions, such as the expected life of the award and stock price volatility.

We recognize expense for all stock-based awards granted on a straight-line basis over the requisite service periods of the awards, which is generally equivalent to the vesting term. For liability-classified awards, changes in fair value are recognized through cumulative catch-ups each period. Excess tax benefits on stock-based compensation are classified along with other income tax cash flows as an operating activity. These excess tax benefits result from tax deductions in excess of the cumulative compensation expense recognized for options exercised and other equity-classified awards. Forfeitures are expensed as incurred. See Note 18 to the Consolidated Financial Statements for further discussion of stock-based compensation.

Foreign currency translation

We translate assets and liabilities of our foreign operations into U.S. dollars at current exchange rates, and we translate items in the Consolidated Statements of Operations at average exchange rates for the periods presented. We record adjustments resulting from the translation of foreign currency amounts as a component of AOCI. We report foreign currency transaction gains (losses) in the Consolidated Statements of Operations. We have included transaction gains (losses) of $0.1 million, $0.2 million and $(2.3) million in the years ended December 31, 2025, 2024 and 2023, respectively, in Foreign exchange in the Consolidated Statements of Operations. These foreign exchange net gains and losses are primarily related to transaction gains or losses from unhedged intercompany loans when the loan is denominated in a currency different than the participating entity's functional currency.

Recently adopted accounting standards

We adopted the following accounting standards during the year ended December 31, 2025:

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires disclosure of specific categories in the effective tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The standard is intended to benefit investors by providing more detailed income tax disclosures to assess how an entity's operations and related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and has been applied prospectively. Refer to Note 19 in the Consolidated Financial Statements for further details.

In May 2025, FASB issued ASU 2025-04, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer ("ASU 2025-04").The key components of ASU 2025-04 are 1) the revision of the definition of performance condition to identify that performance targets based on a customer's purchases is an example of a performance condition for an award granted to a customer; 2) elimination of the accounting policy election to account for forfeitures as they occur for customer awards with service conditions; and 3) clarification that guidance on constraining estimates of variable consideration in ASC 606 does not apply to share-based payment issued to a customer measured in accordance with ASC 718. While adoption of ASU 2025-04 is not required until financial reporting periods starting after December 15, 2026, we have early adopted ASU 2025-04 effective for the full fiscal period beginning January 1, 2025 using the modified retrospective approach. While ASU 2025-04 did not result in any adjustments to the financial results presented, it will continue to be applied to any future agreements we have with customers in which we provide stock-based compensation.

New accounting standards to be adopted

We consider the applicability and impact of all issued ASUs. Certain recently issued ASUs were assessed and determined to not be applicable. New accounting standards not yet adopted that could affect the Consolidated Financial Statements in the future are summarized as follows:

In October 2023, FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The new guidance is intended to align GAAP and SEC requirements while facilitating the application of GAAP for all entities. The effective date of ASU 2023-06 depends on (1) whether an entity is already subject to the SEC's current disclosure requirements and (2) whether and, if so, when the SEC removed related requirements from its regulations. For entities that are already subject to the SEC's current disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If the SEC has not removed the related requirements from its regulations by June 30, 2027, the amendments made by ASU 2023-06 will be removed from the Codification and will not become effective for any entity. The impact of this standard on the Company's Consolidated Financial Statements is contingent upon future transactions.

In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). The new guidance is intended to improve financial reporting by requiring all public business entities to disclose additional information about specific expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. Further, in January 2025, FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2025-01 is clarifying the effective dates outlined in ASU 2024-03 which is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. We are currently evaluating the impact of this standard on the Consolidated Financial Statements.

In December 2025, FASB issued ASU 2025-10, Government Grants: Accounting for Government Grants Received by Business Entities ("ASU 2025-10"). The new guidance is intended to help business entities in determining how to recognize, measure and present these grants. ASU 2025-10 is effective for annual periods beginning after December 15, 2028. Early adoption is permitted. We are currently evaluating the impact of this standard on the Consolidated Financial Statements.

NOTE 3 – LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share of our common stock, net of non-controlling interest and dividends on Preferred Stock:


	Year ended December 31,
(in thousands, except per share amounts)	2025		2024		2023
Net loss from continuing operations	$	(32,848)	$	(104,272)	$	(109,212)

Less: Dividend on Series A Preferred Stock	14,859		14,859		14,858
Loss from continuing operations attributable to stockholders of common stock	(47,707)		(119,131)		(124,070)
(Loss) income from discontinued operations, net of tax	(3,311)		44,357		(87,996)
Net loss attributable to stockholders of common stock	$	(51,018)	$	(74,774)	$	(212,066)

Weighted average shares used to calculate basic and diluted loss per share	105,421		91,717		89,011



Basic and diluted loss per share
Continuing operations	$	(0.45)	$	(1.30)	$	(1.39)
Discontinued operations	(0.03)		0.48		(0.99)
Basic and diluted loss per share	$	(0.48)	$	(0.82)	$	(2.38)

In accordance with GAAP, dilution is assessed on the basis of continuing operations. We incurred a net loss from continuing operations for the years ended December 31, 2025, 2024 and 2023, therefore the basic and diluted shares are the same for those periods.

If we had net income in the years ended December 31, 2025, 2024 and 2023, diluted shares would include an additional 1.0 million, 0.3 million and 0.3 million shares, respectively.

We excluded 11.2 million, 2.2 million and 2.3 million shares related to stock options and warrants from the diluted share calculation for the years ended December 31, 2025, 2024 and 2023 respectively, because their effect would have been anti-dilutive.

NOTE 4 – DIVESTITURES

2025 Divestitures

Vølund

On April 29, 2025, Babcock & Wilcox A/S ("BWAS"), a subsidiary of the Company, sold substantially all of its assets, including intellectual property, specific project contracts as well as related agreements with suppliers and certain tangible assets, to Kanadevia Inova Denmark A/S (the "Buyer"). The sale was comprised of a simultaneous transfer of assets from BWAS to a newly incorporated BWAS subsidiary (the "NewCo") pursuant to a business transfer agreement ("BTA"), and sale of NewCo by BWAS to the Buyer pursuant to a share purchase agreement (together with the BTA, the "Purchase Agreements").

The Purchase Agreements provide for a base purchase price equal to $15.0 million plus $0.1 million (400,000 Danish krone), subject to certain offsets and adjustments, including additional payments to BWAS if the Buyer enters into a certain prospective project agreement within five years. In addition, BWAS and the Buyer entered into an agreement under which the Buyer loaned BWAS $5.0 million which will be considered repaid when BWAS transfers to NewCo certain retained intellectual property usage rights. The Purchase Agreements also include representations and warranties regarding BWAS and the transferred business and assets, as well as certain indemnities with respect thereto. The proceeds were used to reduce outstanding debt and support working capital needs. We recorded a net loss of $36.8 million which included a write off of CTA of $52.6 million.

Diamond Power

On June 4, 2025, we through our wholly owned subsidiaries, The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation, and Babcock & Wilcox Canada Corp. (collectively, the "Sellers") entered into an agreement (the "Purchase Agreement") to sell to certain legal entities affiliated with Andritz AG the equity interests of Diamond Power and related legal entities together with assets related to the Diamond Power business (the "Sale"). We closed on the sale on July 31, 2025.

The Purchase Agreement provided for a base purchase price equal to $177 million, subject to certain offsets and adjustments. The Purchase Agreement also included representations and warranties regarding the Sale, as well as certain indemnities with respect thereto. The Purchase Agreement also included an undertaking for the Sellers and their affiliates not to compete with the Diamond Power business or to solicit customers or employees with respect to the Diamond Power business for a period of four years. Additionally, we entered into an agreement to provide transition services to the Diamond Power business for a period of 12 months, or until earlier agreed upon with respect to certain services. The proceeds are being used to support working capital needs and reduce outstanding debt. We recorded a gain of $53.2 million on the sale.

ASH

On October 31, 2025, we completed a sale of the net assets comprising our ASH business to Andritz AG for $29 million, subject to customary fees and adjustments. In conjunction with the transaction, we and Andritz AG, through certain wholly-owned subsidiaries, have signed sales representative agreements under which we will continue to market ASH and Diamond Power products and services to customers in the utility power sectors. We recorded a gain of $21.5 million on the sale.

2024 Divestitures

BWRS

On June 28, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary, sold all issued and outstanding share capital of our Denmark-based renewable parts and services subsidiary, BWRS, to Hitachi Zosen Inova AG. We received net cash proceeds of $83.5 million and recorded a gain on the sale of the business of $44.9 million. The proceeds were used to reduce outstanding debt and support working capital needs. During the year ended December 31, 2025, we recorded a gain of $1.0 million as part of the final settlement.

SPIG and GMAB

On October 30, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary and Babcock & Wilcox A/S subsidiary, sold the entire issued and outstanding share capital of our Italy-based SPIG and Sweden-based GMAB subsidiaries to Auctus Neptune Holding S.p.A. We received net cash proceeds of $33.7 million and recorded a gain of $14.1 million, solely related to currency translation adjustments that were realized upon sale of the businesses. We recorded an impairment of $5.8 million as of September 30, 2024, as the disposal group carrying value exceeded the expected net proceeds from the sale. The proceeds were used to support working capital needs and reduce outstanding debt.

NOTE 5 – ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

During 2024, we engaged in a strategy and developed a formalized plan to divest certain non-core businesses to reduce our debt, improve our balance sheet and increase liquidity. As of December 31, 2025, we have divested our BWRS, SPIG, GMAB, Vølund, Diamond Power and ASH businesses as part of this plan.

With the Diamond business becoming classified as held for sale during the second quarter of 2025 and since parts of our Diamond Power businesses were within each of our historical reporting units, we allocated a portion of the goodwill associated with those reporting units to discontinued operations. The allocation was based upon the fair value of our Diamond Power business compared to the fair value of each of the reporting units. This resulted in a triggering event that required us to immediately perform valuations of the remaining fair value of our historical reporting units. These valuations determined that the fair values for each of the reporting units exceeded their carrying value and no impairment was identified.

Results of operations and the financial position of the divested subsidiaries are reported as discontinued operations for all periods presented and the notes to the financial statement have been adjusted on a retrospective basis. Our sales are described further in Note 4 to the Consolidated Financial Statements.

We previously committed to a plan to sell our B&W Solar business and classified the assets and liabilities of this business as held for sale as of December 31, 2024. During the fourth quarter of 2025, we discontinued marketing B&W Solar for sale due to lack of potential buyers and terminated our broker arrangement with a third party provider. As of December 31, 2025, the B&W Solar business was disposed of through abandonment, as we ceased all business operations and either transferred or wrote off its remaining assets. As a result, the B&W Solar business no longer meets the criteria of held for sale as of December 31, 2025, but met the criteria for discontinued operations for all prior periods presented.

The following table summarizes the operating results of the disposal groups included in discontinued operations on the Consolidated Statements of Operations:


	Year ended December 31, 2025
(in thousands)	Solar		BWRS		Vølund		Diamond Power		ASH		Total
Revenues	$	12,227	$	—	$	3,605	$	63,053	$	25,002	$	103,887

Cost of operations	28,539		—		17,179		40,595		15,626		101,939
Selling general and administrative expenses	2,722		—		7,875		16,503		3,570		30,670

Research and development costs	—		—		488		367		19		874
Impairment of long-lived assets	7,846		—		1,121		—		—		8,967
Loss on asset disposals, net	2,245		—		2,180		—		—		4,425

Total costs and expenses	41,352		—		28,843		57,465		19,215		146,875
Operating (loss) income	(29,125)		—		(25,238)		5,588		5,787		(42,988)
Other (expense) income	(718)		—		2,799		1,067		1,580		4,728
(Loss) income from discontinued operations before tax	(29,843)		—		(22,439)		6,655		7,367		(38,260)
(Benefit) expense from income taxes	(315)		—		552		3,448		170		3,855
Gain (loss) on divestiture	—		1,014		(36,787)		53,166		21,471		38,864
(Loss) income from discontinued operations, net of tax	(29,528)		1,014		(59,778)		56,373		28,668		(3,251)
Less: Net income attributable to non-controlling interest from discontinued operations	—		—		—		60		—		60
(Loss) income attributable to stockholders from discontinued operations	$	(29,528)	$	1,014	$	(59,778)	$	56,313	$	28,668	$	(3,311)

Included in the Solar SG&A expenses for the year ended December 31, 2025 is a $6.5 million gain related to a bad debt expense recovery due to a settlement of a claim with a customer and vendor.


	Year ended December 31, 2024
(in thousands)	Solar		BWRS		SPIG		GMAB		Vølund		Diamond Power		ASH		Total
Revenues	$	68,371	$	43,255	$	60,413	$	10,512	$	34,500	$	98,238	$	38,057	$	353,346

Cost of operations	87,137		31,434		47,791		7,606		35,272		62,248		24,416		295,904
Selling general and administrative expenses	1,956		6,783		9,459		1,187		16,030		14,661		2,888		52,964
Restructuring expenses	64		—		49		—		766		—		—		879
Research and development costs	—		—		276		54		605		603		57		1,595
Impairment of long-lived assets	—		—		5,838		—		—		—		—		5,838
Loss on asset disposals, net	—		—		47		—		374		—		—		421
Total costs and expenses	89,157		38,217		63,460		8,847		53,047		77,512		27,361		357,601
Operating (loss) income	(20,786)		5,038		(3,047)		1,665		(18,547)		20,726		10,696		(4,255)
Other (expense) income	(481)		177		(724)		(138)		(4,735)		(510)		(231)		(6,642)
(Loss) income from discontinued operations before tax	(21,267)		5,215		(3,771)		1,527		(23,282)		20,216		10,465		(10,897)
Expense (benefit) from income taxes	—		4,972		1,554		407		(2,747)		(632)		3		3,557
Gain (loss) on divestiture	—		44,876		15,891		(1,820)		—		—		—		58,947
(Loss) income from discontinued operations, net of tax	(21,267)		45,119		10,566		(700)		(20,535)		20,848		10,462		44,493
Less: Net income attributable to non-controlling interest from discontinued operations	—		—		—		—		—		136		—		136
(Loss) income attributable to stockholders from discontinued operations	$	(21,267)	$	45,119	$	10,566	$	(700)	$	(20,535)	$	20,712	$	10,462	$	44,357

Included in the Solar SG&A expenses for the year ended December 31, 2024 is a $6.8 million gain related to a settlement of an insurance claim on the representations and warranty policy obtained when B&W Solar was acquired.

Included in Vølund SG&A expense we recorded $4.9 million relating to the payment of a break fee by B&W and various other payments between the parties in settlement of certain claims under the O&M. In the third quarter of 2024, we entered into an agreement to terminate our final existing O&M service contract which terminated on October 31, 2024.


	Year ended December 31, 2023
(in thousands)	Solar		BWRS		SPIG		GMAB		Vølund		Diamond Power		ASH		Total
Revenues	$	34,725	$	96,411	$	84,884	$	9,388	$	81,359	$	102,612	$	37,255	$	446,634

Cost of operations	80,794		69,517		68,278		5,835		81,021		64,262		22,064		391,771
Selling general and administrative expenses	15,168		13,219		12,287		1,341		14,478		14,075		2,061		72,629
Restructuring expenses	—		—		76		—		1,527		—		—		1,603
Research and development costs	—		—		300		132		812		689		46		1,979
Loss (gain) on asset disposals, net	143		(30)		1		—		(46)		—		—		68
Impairment of long-lived assets	56,556		—		—		—		—

Babcock & Wilcox Enterprises, Inc. 10-K