8-K
Babcock & Wilcox Enterprises, Inc. (BW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 15, 2025
| BABCOCK & WILCOX ENTERPRISES,INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-36876 | 47-2783641 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1200 East Market Street****Suite 650 Akron , Ohio | 44305 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, including
Area Code: (330) 753-4511
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of Each Class | Trading<br> Symbol | Name<br> of Each Exchange on which Registered |
|---|---|---|
| Common stock, $0.01 par value per share | BW | New York Stock Exchange |
| 8.125% Senior Notes due 2026 | BWSN | 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 whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure
On August 15, 2025, Babcock & Wilcox Enterprises, Inc. (the “Company”) announced the expiration and results of its previously announced cash tender offers to purchase up to a maximum $70 million aggregate amount of the Company’s 8.125% Senior Notes due 2026 and 6.50% Senior Notes due 2026.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated August 15, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BABCOCK & WILCOX ENTERPRISES, INC. | ||
|---|---|---|
| August 18, 2025 | By: | /s/ Cameron Frymyer |
| Cameron Frymyer | ||
| Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Representative) |
Exhibit 99.1
Babcock & Wilcox Announces Resultsof Its Cash Tender Offers For Two Series of Notes
(AKRON, Ohio – August 15, 2025) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced today the expiration and results of its previously announced offers to purchase for cash (the “Cash Offers”) up to a maximum $70 million aggregate amount (the “Offer Cap”) of Tender Consideration (as defined below) of the Company’s 8.125% Senior Notes due 2026 (the “February 2026 Notes”) and 6.50% Senior Notes due 2026 (the “December 2026 Notes” and, together with the February 2026 Notes, the “Notes”).
The Cash Offers expired at 5:00 p.m., New York City time, on August 15, 2025 (the “Expiration Time”). As of the Expiration Time, an aggregate principal amount of:
(i) $109,021,800 of the February 2026 Notes were outstanding and an aggregate principal amount of $5,602,000 or approximately 5.14%, of the February 2026 Notes were validly tendered and not validly withdrawn; and
(ii) $103,632,975 of the December 2026 Notes were outstanding and an aggregate principal amount of $2,693,100 or approximately 2.60%, of the December 2026 Notes were validly tendered and not validly withdrawn.
The Company has accepted for payment all Notes validly tendered and not validly withdrawn prior to the Expiration Time pursuant to the settlement procedures described in the Offer to Purchase, dated June 5, 2025.
Requests for documents relating to the Cash Offers may be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the tender offer, at (800) 769-4414 (toll-free) or 212-269-5550 (collect). B. Riley Securities, Inc. acted as Dealer Manager for the Cash Offers. Questions regarding the Cash Offers may be directed to B. Riley Securities, Inc. by email at corporateactions@brileysecurities.com or by calling toll-free at (833) 528-1067.
This press release is not an offer to sell, or a solicitation of an offer to buy any of the securities described therein.
About Babcock & Wilcox
Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises, Inc. is a leader in energy and environmental products and services for power and industrial markets worldwide.Follow us on LinkedIn and learn more at babcock.com.
For more information, contact:
investors@babcock.com
+1-704-625-4944
For holders of Notes, contact:
D.F. King & Co., Inc.
Phone: (800) 769-4414 (toll free)
212-269-5550 (collect)
Media Contact
Ryan Cornell
Public Relations
Babcock & Wilcox
330-860-1345
rscornell@babcock.com