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):
October 31, 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 of Each Class | Trading Symbol | Name of Each Exchange on which Registered |
|---|---|---|
| Common stock, $0.01 par value per share | BW | New York Stock Exchange |
| 8.125% Senior Notes due 2026 | BWSN | New York Stock Exchange |
| 7.75% Series A Cumulative Perpetual Preferred Stock | BW<br> PRA | New York Stock Exchange |
| 6.50% Senior Notes due 2026 | BWNB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
A-S-H Disposal
On October 31, 2025, Babcock & Wilcox Enterprises, Inc. (the “Company”), through certain wholly owned subsidiaries of the Company, Allen-Sherman-Hoff, LLC, The Babcock & Wilcox Company (“BWC”) and Babcock & Wilcox Canada Corp. (collectively, the “Sellers”) completed the sale to Andritz AG through certain of its wholly-owned subsidiaries, Cinder Acquisitions LLC and Andritz Canada Inc. (collectively, the “Buyers”) of the assets comprising the Company’s ash handling business known as Allen-Sherman-Hoff (“ASH”, and such sale, the “ASH Disposal”), pursuant to that certain purchase agreement dated October 31, 2025 (the “Purchase Agreement”).
The total base purchase price paid pursuant to the Purchase Agreement was approximately $29,000,000, subject to certain offsets and adjustments. The Purchase Agreement also includes an undertaking for the Sellers and their affiliates not to compete with the ASH business or to solicit customers or employees with respect to the ASH business for a period of four years.
In connection with the ASH Disposal, BWC was also appointed as the exclusive sales representative and reseller for a three-year term within certain designated territories for both the ASH business and for the Company’s former Diamond Power International, LLC, subsidiary, which was acquired by a subsidiary of Andritz AG in a transaction that closed on July 31, 2025.
The above summary does not purport to be a complete description of the Purchase Agreement, and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.
Item 2.02 Results of Operations and Financial Condition.
On November 4, 2025, the Company issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.
This selected consolidated financial data has been prepared by, and is the responsibility of, our management. Our independent registered public accounting firm, BDO USA, P.C. (“BDO”), has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial information. Accordingly, BDO does not express an opinion or any other form of assurance with respect thereto. Complete results as of and for the three and ninth months ended September 30, 2025 will be included in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025.
Item 3.02 Unregistered Sales of EquitySecurities.
On November 4, 2025, in connection with the entry into the limited notice to proceed (“LNTP”), as described further in Item 8.01 to this Current Report on Form 8-K, the Company issued to Applied Digital Corporate (“Applied Digital”), in a private placement, (i) 500,000 shares of common stock, par value $0.01 per share (the “Common Stock”) for a purchase price of $2,057,000 and (ii) a warrant (the “Initial Warrant”) exercisable to purchase 2,600,000 shares of Common Stock (the “Initial Warrant Shares”) at an exercise price of $4.11, subject to adjustment in accordance with the terms and conditions set forth in the Initial Warrant. In addition, the Company agreed to file a resale registration statement with the U.S. Securities and Exchange Commission to register the resale of the Common Stock and the Initial Warrant Shares pursuant to a Registration Rights Agreement, dated November 4, 2025, between the Company and Applied Digital (the “Registration Rights Agreement”). The Initial Warrant and the Registration Rights Agreement were executed pursuant to a Letter Agreement, dated November 4, 2025, between the Company and Applied Digital (the “Letter Agreement”).
Pursuant to the Letter Agreement, upon the execution of the Definitive Agreement and full authorization to proceed thereunder, the Company has agreed to issue an additional warrant to acquire 7,860,000 shares of Common Stock (the “Additional Warrant Shares” and together with the Initial Warrant Shares, the “Warrant Shares”), on the same terms as the Initial Warrant (the “Additional Warrant” and, together with the Initial Warrant, the “Warrants”). The Warrants are subject to certain limitations in order to comply with the rules of The New York Stock Exchange. The Company has agreed to register the resale of the Additional Warrant Shares pursuant to the Registration Rights Agreement.
The foregoing description of the Letter Agreement, the Warrant and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Letter Agreement, the Form of Warrant, and the Registration Rights Agreement, which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.
The Common Stock and the Warrants have not been, and the Warrant Shares when issued will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities law and were offered and issued, as applicable, in reliance upon the exemption from the registration requirements of the Securities Act set forth in Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On November 4, 2025, the Company issued a press release announcing the ASH Disposal, a copy of which is attached as Exhibit 99.2, as well as a press release regarding the Applied Digital contract, a copy of which is attached as Exhibit 99.3. The information contained in Exhibits 99.2 and 99.3 are incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibits 99.2 and 99.3, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Applied Digital
On November 4, 2025, BWC and Applied Digital entered into a LNTP to begin work (the “preliminary activities”) for the delivery and installation of natural gas technology that will provide 1 gigawatt of efficient energy for a planned AI data center project (the “Project”). BWC and Applied Digital intend to enter into a definitive written agreement in relation to the Project (the “Definitive Agreement”), which will supersede the LNTP once executed, provided that if a Definitive Agreement is not entered into on or before January 1, 2026, BWC may discontinue performance of the preliminary activities.
The above summary does not purport to be a complete description of the LNTP, and is qualified in its entirety by reference to the complete text of the LNTP, which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.
Q3 Earnings Release
On November 4, 2025, the Company issued a press release announcing its financial results for the quarter ended September 30, 2025, as stated above, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Redemption of 8.125% Notes due 2026
On November 4, 2025, Company issued a notice of redemption (the “Redemption Notice”) for all approximately $26 million aggregate principal amount outstanding of its 8.125% Senior Notes due 2026 (the “Notes”), which were issued pursuant to an indenture, dated as of February 12, 2021, as supplemented by the First Supplemental indenture, dated as of February 12, 2021 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Redemption”).
Pursuant to the Redemption Notice, on December 5, 2025 (the “Redemption Date”), the Company will redeem all Notes at a redemption price equal to 100% of the principal amount of such Notes (the “Redemption Price”) together with any accrued and unpaid interest up to, but excluding, the Redemption Date. On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed and interest thereon will cease to accrue on and after the Redemption Date. Upon completion of the Redemption, no Notes will remain outstanding.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating to the redemption of Notes. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties. For a more complete discussion of these risk factors, see our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 4, 2025, announce AI Data Center Project and third quarter earnings |
| 99.2 | Press Release dated November 4, 2025, announcing the ASH disposal |
| 99.3 | Press Release dated November 4, 2025, announcing the Applied Digital transaction |
| 99.4 | Press Release dated November 4, 2025, announcing the Notes redemption |
| 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. | ||
|---|---|---|
| November 4, 2025 | By: | /s/ Cameron Frymyer |
| Cameron Frymyer | ||
| Executive Vice President and Chief Financial Officer | ||
| (Principal Accounting Officer and Duly Authorized Representative) |
Exhibit 99.1
| News Release |
|---|
Babcock & Wilcox Announces AI Data Center Project and ReportsThird Quarter 2025 Results
| • | Signed limited notice to proceed for a more than $1.5 billion contract with Applied Digital todeliver and install one gigawatt of efficient energy for AI Data Center project |
|---|---|
| • | Strategic partnership announced with private equity fund, Denham Capital, to convert coal plantsto natural gas to power AI Data Centers across North America and Europe |
| --- | --- |
| • | B&W AI Data Center pipeline reaches over $3.0 billion; total global pipeline now exceeds $10.0billion |
| --- | --- |
| • | Operating income in the third quarter of $6.5 million, a 315% increase compared to the same periodof 2024, ahead of street expectations |
| --- | --- |
| • | Adjusted EBITDA from Continuing Operations in the third quarter of $12.6 million, a 59% increasecompared to the same period of 2024, ahead of street expectations |
| --- | --- |
| • | Paid down $70.0 million of bonds due February 2026 on October 2, 2025, and expect remaining outstandingFebruary 2026 bonds to be paid down in December 2025 |
| --- | --- |
| • | Backlog of $393.5 million which is 56% higher than the third quarter of 2024, while Global Partsand Services achieved highest third quarter revenue and Gross Profit results in recent company history |
| --- | --- |
| • | Introducing full year 2026 Adjusted EBITDA target range of $70.0 million to $85.0 million from corebusiness, which is approximately 80% year over year growth and does not include any consideration from B&W's newest AI Data Centerproject |
| --- | --- |
Q3 2025 Continuing Operations FinancialHighlights
| – | Revenue of $149.0 million, compared to revenue of $152.6 million in the third quarter of 2024 |
|---|---|
| – | Global Parts & Services revenue of $68.4 million, compared to Global Parts & Services revenue<br>of $61.7 million in the third quarter of 2024 |
| --- | --- |
| – | Net loss from continuing operations of $2.3 million, compared to a net loss of $7.9 million in the third<br>quarter of 2024 |
| --- | --- |
| – | Loss per share from continuing operations of $0.06, compared to a loss per share of $0.13 in the third<br>quarter of 2024 |
| --- | --- |
| – | Adjusted EBITDA of $12.6 million from continuing operations, compared to adjusted EBITDA of $8.0 million<br>in the third quarter of 2024. Adjusted EBITDA of $14.0 million, excluding BrightLoop™ and ClimateBright™ expenses, compared<br>to $10.7 million in the third quarter of 2024 |
| --- | --- |
| – | Continuing Operations Backlog of $393.5 million in the third quarter, a 56% increase compared to the same<br>period of 2024 |
| --- | --- |
(AKRON, Ohio – November 4, 2025) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced it plans to leverage its reliable, readily available and proven natural gas technologies to help meet the growing power demands of artificial intelligence data centers, as it works to capitalize on a more than $3 billion pipeline of opportunities in this expanding market. In alignment with this strategy the Company has announced it has signed a limited notice to proceed with Applied Digital (NASDAQ: APLD) to begin work for the delivery and installation of natural gas technology that will provide one gigawatt of efficient energy for an AI Data Center project. Full release for the estimated $1.5 billion contract is expected in the first quarter of 2026.
“This initial project with Applied Digital represents an exciting and transformational opportunity to broaden B&W’s customer base as the Company expands into the rapidly evolving AI Data Center space,” said Kenneth Young, B&W Chairman and Chief Executive Officer. “The impact from this deal on B&W is profound, adding over $3 billion to our pipeline which brings our total global pipeline to over $10 billion. It also marks a natural next step for our Company, which has been a global leader in designing and deploying reliable and efficient steam generation systems for nearly 160 years. Our customers know they can count on us to deliver robust energy solutions that provide them with dependable, available and long-term power for their operations. These aspects make our technology offerings highly compelling for customers and differentiates us from other energy source options in today’s market.”
"For the third quarter, we delivered strong operating results while displaying continued core business momentum and significant margin improvement," Young said. “Adjusted EBITDA and Operating Income significantly outperformed Company and consensus expectations this quarter. Our growing backlog, which was 56% higher compared to the same period last year, benefited from increasing demand across Thermal projects, upgrades and construction, as baseload generation needs in North America continue to accelerate. Our core parts, services and construction businesses continued to excel in the third quarter, and we anticipate further seasonal strength through the fourth quarter of 2025 with tailwinds from rising global energy needs fueling demand for our offerings. During the third quarter, our Global Parts & Services achieved the highest quarterly and year-to-date bookings, revenue, gross profit and EBITDA in recent company history. In addition, we paid down over $70 million of bonds due February 2026, and plan to continue to buy back remaining bonds in December as announced today."
"We believe B&W is in a unique position to capitalize on the growing demand for baseload generation in North America and across the world. The increasing need for power and electricity fueled by demand from artificial intelligence, data centers and expanding economies are key drivers for growth across our broad range of technologies. Based on this momentum, we anticipate 2026 Adjusted EBITDA from our core business in the range of $70 million to $85 million, showing significant sequential growth over 2025. This range does not include any AI Data Center projects, which, when contracted, would serve as upside to this forecast. B&W’s recent data center project with Applied Digital demonstrates the core strengths of our Company, including our ability to provide reliable and efficient power generation solutions to our customers, and our extensive engineering, construction and project management experience. We remain optimistic about the significant upside across our business through the remainder of 2025 and into 2026 due to expected increases in parts and services revenue, as well as known data center projects in our pipeline. We believe this extended demand for our technology and services continues to position us for sustained success and provides B&W with a strong outlook moving forward."
“This quarter, we completed the previously announced sale of Diamond Power International for gross proceeds of $177 million and we just completed the sale of Allen-Sherman-Hoff (ASH) for gross proceeds of $29 million. Both of these sales further improve our balance sheet and reinforce the value of our underlying assets as we re-capitalize our businesses going forward," Young added. "The proceeds of the Diamond and ASH sales allow us to continue to pay down our existing debt obligations. We remain intently focused on our strategic vision and continue to explore the sale of other non-strategic assets, as well as potential refinancing options to reduce our current and long-term debt obligations. Additionally, during the quarter we entered a strategic partnership with Denham Capital to help convert existing coal plants to natural gas to power data centers in the U.S. and Europe. Through this partnership, B&W will work to convert coal plants to cleaner energy solutions, such as natural gas, while scaling electrical generation capacity for further AI and data center growth. This leaves B&W well-positioned to support the power demand from data centers and global AI growth now and in the future.”
"We are seeing strong global demand for our diverse portfolio of technologies and as a result of recent data center opportunities, our global pipeline has increased to over $10.0 billion. We continue to make progress on converting this pipeline of identified project opportunities into bookings, as displayed by our strong base business and backlog results this quarter. We expect industry tailwinds and generation demand to continue to increase in the coming years, and we believe these tailwinds, coupled with our higher margins and improved cash flows, provide a strong foundation for B&W to grow in the remainder of 2025 and beyond."
Q3 2025 Continuing Operations FinancialSummary
Revenues in the third quarter of 2025 were $149.0 million versus revenues of $152.6 million in the third quarter of 2024. This change is primarily driven by lower large project volume of $20.6 million, larger projects being completed last year as well as the timing of anticipated bookings slipping later into 2025. Global Parts & Service revenue in the third quarter of 2025 was $68.4 million compared to revenue of $61.7 million in the third quarter of 2024. This improvement is primarily due to the increasing need for electricity from fossil fuels driven by the demand from artificial intelligence, data centers and expanding economies. Operating income in the third quarter of 2025 was $6.5 million, compared to operating income of $1.6 million in the third quarter of 2024. The increase is primarily driven by reduced corporate overhead costs. Loss from continuing operations in the third quarter of 2025 was $2.3 million, compared to a loss of $7.9 million in the third quarter of 2024, driven by the improvement in the operating income results noted above. Loss per common share in the third quarter of 2025 was $0.06 compared to a loss per common share of $0.13 in the third quarter of 2024. Adjusted EBITDA was $12.6 million, an increase compared to $8.0 million in the third quarter of 2024. Reconciliations of net income, the most directly comparable GAAP measure, to Adjusted EBITDA for the Company's segments, are provided in the exhibits to this release.
Liquidity and Balance Sheet
At September 30, 2025, the Company had total debt of $416.4 million and a cash, cash equivalents and restricted cash balance of $201.1 million. B&W paid down $70 million of bonds due February 2026 on October 2, 2025, and expects remaining outstanding February 2026 bonds to be paid down fully in December 2025.
Earnings Call Information
B&W plans to host a conference call and webcast on Monday, November 10, 2025 at 5 p.m. ET to discuss the Company's third quarter 2025 results. The listen-only audio of the conference call will be broadcast live via the Internet on B&W’s Investor Relations site. The dial-in number for participants in the U.S. is (833) 470-1428; the dial-in number for participants in Canada is (833) 950-0062; the dial-in number for participants in all other locations is (929) 526-1599. The conference ID for all participants is 013844. A replay of this conference call will remain accessible in the investor relations section of the Company’s website for a limited time.
Non-GAAP Financial Measures
The Company uses non-GAAP financial measures internally, also referred to in this release as “adjusted” financial measures, to evaluate its performance and in making financial and operational decisions. When viewed in conjunction with GAAP results and the accompanying reconciliation, the Company believes that its presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting its financial condition 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 Company’s related financial results prepared in accordance with GAAP.
Adjusted EBITDA on a consolidated basis is a non-GAAP metric defined as the sum of the Adjusted EBITDA for each of the segments, further adjusted for corporate allocations and research and development costs. At a segment level, the Adjusted EBITDA presented is consistent with the way the Company's chief operating decision maker reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest expense, tax, depreciation and amortization adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, restructuring costs, impairments, gains and losses on debt extinguishment, costs related to financial consulting, and other costs that may not be directly controllable by segment management and are not allocated to the segment. The Company presents consolidated Adjusted EBITDA because it believes it is useful to investors to help facilitate comparisons of the ongoing, operating performance before corporate overhead and other expenses not attributable to the operating performance of the Company's revenue generating segments. In addition, the Company presents the non-GAAP financial measure of Adjusted EBITDA excluding BrightLoop and ClimateBright. Management believes this measure is useful to investors because of the increasing importance of BrightLoop and ClimateBright to the future growth of the Company. Management uses Adjusted EBITDA excluding BrightLoop and ClimateBright to assess the Company's performance independent of these technologies.
This release also presents certain targets for the Company's Adjusted EBITDA in the future; these targets are not intended as guidance regarding how the Company believes the business will perform. The Company is unable to reconcile these targets to their GAAP counterparts without unreasonable effort and expense. Prior period results have been revised to conform with the revised definition and present separate reconciling items in our reconciliation, including business transition costs.
Bookings and Backlog
Bookings and backlog are our measure of remaining performance obligations under our sales contracts. It is possible that our methodology for determining bookings and backlog may not be comparable to methods used by other companies. Implied backlog and implied bookings include projects awarded or under contract but not fully released for performance.
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 the customers to payment 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 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. We do not include orders of our unconsolidated joint ventures in backlog.
Bookings represent changes to the backlog. Bookings include additions from booking new business, subtractions from customer cancellations or modifications, changes in estimates of liquidated damages 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.
Pipeline
Pipeline represents our uncontracted, potential revenue, which has a reasonable likelihood of contract execution. Pipeline is an internal metric monitored by management to understand the anticipated growth of our Company and our estimated future revenue.
We cannot guarantee that our pipeline will result in actual revenue in the originally anticipated period or at all. Pipeline may not generate margins equal to our historical operating results. Our customers may experience project delays or cancel orders as a result of external market factors and economic or other factors beyond our control. If our pipeline fails to result in revenue as anticipated or in a timely manner, we could experience a reduction in revenue, profitability, and liquidity.
Impacts of Market Conditions
Management continues to adapt to macroeconomic conditions, including the impacts from inflation, changing interest rates and foreign exchange rate volatility, current and potential tariff actions and geopolitical conflicts and global shipping and supply chain disruptions that continued to have an impact during the first nine months of 2025. 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.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this release are forward-looking statements. These forward-looking statements include, without limitation, statements regarding expected demand, our pipeline, technology, and opportunities. You should not place undue reliance on these statements. Forward-looking statements 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: that our financial condition raises substantial doubt as to our ability to continue as a going concern and potential reactions thereto; our amendments and waivers to our Debt Facilities; our need for additional financing to continue as a going concern; our ability to improve our financial position or to obtain additional capital or refinance any of our debt in the future on commercially reasonable terms or at all; our ability to maintain adequate bonding and letter of credit capacity; risks associated with contractual pricing in our industry; our relationships with customers, subcontractors and other third parties; our ability to comply with our contractual obligations; disruptions at our manufacturing facilities or a third-party manufacturing facility that we have engaged; the actions or failures of our co-venturers; our ability to implement our growth strategy, including through strategic acquisitions, which we may not successfully consummate or integrate; our evaluation of strategic alternatives for certain businesses and non-core assets, which may not result in a successful transaction; the risks of unexpected adjustments and cancellations in our backlog; risks associated with our new and projected data center projects; professional liability, product liability, warranty and other claims; our ability to compete successfully against current and future competitors; our ability to develop and successfully market new products; the impacts of macroeconomic downturns, industry conditions and public health crises; the cyclical nature of the industries in which we operate; changes in the legislative and regulatory environment in which we operate; supply chain issues, including shortages of adequate components; failure to properly estimate customer demand; our ability to comply with the covenants in our debt agreements; impairment of goodwill or other indefinite-lived intangible assets; credit risk; disruptions in, or failures of, our information systems; our ability to comply with privacy and information security laws; our ability to protect our intellectual property and use the intellectual property that we license from third parties; risks related to our international operations, including fluctuations in the value of foreign currencies, current and future changes to global tariffs, sanctions and export controls that could harm our profitability; volatility in the price of our common stock; B. Riley's significant influence over us; changes in tax rates or tax law; our ability to use net operating loss and certain tax credits; our ability to maintain effective internal control over financial reporting; our ability to attract and retain skilled personnel and senior management; labor problems, including negotiations with labor unions and possible work stoppages; risks associated with our retirement benefit plans; natural disasters or other events beyond our control, such as war, armed conflicts or terrorist attacks; and the risks and uncertainties described under the heading "Risk Factors" in Part I, Item 1A of our Annual Report and Quarterly Reports on Form 10-Q, 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.
About B&W Enterprises, Inc.
Headquartered in Akron, Ohio, Babcock &Wilcox Enterprises, Inc. is a leader in energy and environmental products and services for power and industrial markets worldwide. Followus on LinkedIn and learn more at babcock.com.
## #
| Investor Contact: | Media Contact: | ||
|---|---|---|---|
| Cameron Frymyer, Chief Financial Officer | Ryan Cornell, Public Relations Lead | ||
| Babcock & Wilcox Enterprises, Inc. | Babcock & Wilcox Enterprises, Inc. | ||
| 330.860.6176 | investors@babcock.com | 330.860.1345 | rscornell@babcock.com |
Exhibit 1
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Statements of Operations^(1)^
| (In millions, except per share amounts) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | $ | 149.0 | $ | 152.6 | $ | 448.9 | $ | 444.9 | ||||
| Costs and expenses: | ||||||||||||
| Cost of operations | 111.9 | 116.5 | 337.9 | 345.6 | ||||||||
| Selling, general and administrative expenses | 29.8 | 33.3 | 92.8 | 98.5 | ||||||||
| Research and development costs | 0.3 | 1.2 | 1.6 | 2.8 | ||||||||
| Impairment on long-lived assets | — | — | 1.0 | — | ||||||||
| Loss on asset disposals, net | 0.6 | — | 0.7 | — | ||||||||
| Total costs and expenses | 142.5 | 151.1 | 434.0 | 446.8 | ||||||||
| Operating income (loss) | 6.5 | 1.6 | 14.9 | (1.9 | ) | |||||||
| Other income (expense): | ||||||||||||
| Interest expense | (8.5 | ) | (10.1 | ) | (30.5 | ) | (34.0 | ) | ||||
| Interest income | 0.4 | 0.2 | 1.1 | 0.5 | ||||||||
| Gain (loss) on debt extinguishment | 1.7 | (0.7 | ) | 1.7 | (6.8 | ) | ||||||
| Benefit plans, net | (0.8 | ) | 0.1 | (2.3 | ) | 0.2 | ||||||
| Foreign exchange | (0.5 | ) | 1.2 | 0.4 | 2.2 | |||||||
| Other expense, net | (0.2 | ) | (0.7 | ) | (0.8 | ) | (1.1 | ) | ||||
| Total other expense, net | (7.8 | ) | (10.0 | ) | (30.4 | ) | (39.0 | ) | ||||
| Loss before income tax expense | (1.3 | ) | (8.4 | ) | (15.5 | ) | (40.9 | ) | ||||
| Income tax expense (benefit) | 1.0 | (0.5 | ) | 6.9 | 2.6 | |||||||
| Loss from continuing operations | (2.3 | ) | (7.9 | ) | (22.4 | ) | (43.6 | ) | ||||
| Income (loss) from discontinued operations, net of tax | 37.4 | 2.6 | (23.0 | ) | 46.8 | |||||||
| Net income (loss) attributable to stockholders | 35.1 | (5.3 | ) | (45.4 | ) | 3.2 | ||||||
| Less: Dividend on Series A preferred stock | 3.7 | 3.7 | 11.1 | 11.1 | ||||||||
| Net income (loss) attributable to stockholders of common stock | $ | 31.4 | $ | (9.0 | ) | $ | (56.6 | ) | $ | (7.9 | ) | |
| Basic and diluted earnings (loss) per share: | ||||||||||||
| Continuing operations | $ | (0.06 | ) | $ | (0.13 | ) | $ | (0.34 | ) | $ | (0.60 | ) |
| Discontinued operations | 0.36 | 0.03 | (0.23 | ) | 0.51 | |||||||
| Basic and diluted earnings (loss) per share | $ | 0.30 | $ | (0.10 | ) | $ | (0.57 | ) | $ | (0.09 | ) | |
| Shares used in the computation of earnings (loss) per share: | ||||||||||||
| Basic and diluted | 103.0 | 92.3 | 99.9 | 90.9 |
^(1)^ Figures may not be clerically accurate due to rounding
Exhibit 2
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Balance Sheets^(1)^
| (In millions) | September 30, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 24.4 | $ | 23.4 | ||
| Current restricted cash | 165.5 | 94.2 | ||||
| Accounts receivable – trade, net | 101.7 | 94.5 | ||||
| Contracts in progress | 70.8 | 79.4 | ||||
| Inventories, net | 64.6 | 64.8 | ||||
| Other current assets | 26.8 | 23.6 | ||||
| Current assets held for sale | 26.1 | 172.7 | ||||
| Total current assets | 479.7 | 552.5 | ||||
| Net property, plant and equipment, and finance leases | 66.6 | 60.9 | ||||
| Goodwill | 52.6 | 51.4 | ||||
| Intangible assets, net | 16.8 | 18.7 | ||||
| Right-of-use assets | 17.9 | 16.9 | ||||
| Long-term restricted cash | 10.3 | 10.0 | ||||
| Deferred tax assets | 0.1 | — | ||||
| Other assets | 13.8 | 16.5 | ||||
| Total assets | $ | 657.9 | $ | 727.0 | ||
| Accounts payable | $ | 75.6 | $ | 92.1 | ||
| Accrued employee benefits | 5.9 | 3.8 | ||||
| Advance billings on contracts | 79.4 | 57.8 | ||||
| Accrued warranty expense | 2.6 | 2.7 | ||||
| Financing lease liabilities | 1.8 | 1.6 | ||||
| Operating lease liabilities | 3.4 | 3.2 | ||||
| Other accrued liabilities | 29.3 | 28.7 | ||||
| Current senior notes | 98.2 | — | ||||
| Current borrowings | 70.3 | 125.1 | ||||
| Current liabilities held for sale | 34.4 | 91.5 | ||||
| Total current liabilities | 401.0 | 406.7 | ||||
| Senior notes, net of current portion | 89.8 | 340.2 | ||||
| Senior Notes due 2030 | 144.6 | — | ||||
| Borrowings, net of current portion | 13.5 | 8.6 | ||||
| Pension and other postretirement benefit liabilities | 179.0 | 192.7 | ||||
| Finance lease liabilities, net of current portion | 27.2 | 28.5 | ||||
| Operating lease liabilities, net of current portion | 14.7 | 13.8 | ||||
| Deferred tax liability | 10.5 | 9.8 | ||||
| Other noncurrent liabilities | 9.8 | 10.0 | ||||
| Total liabilities | 890.1 | 1,010.2 | ||||
| Stockholders' deficit: | ||||||
| Preferred stock | 0.1 | 0.1 | ||||
| Common stock | 5.4 | 5.2 | ||||
| Capital in excess of par value | 1,593.4 | 1,558.8 | ||||
| Treasury stock at cost | (115.9 | ) | (115.5 | ) | ||
| Accumulated deficit | (1,702.3 | ) | (1,645.7 | ) | ||
| Accumulated other comprehensive loss | (12.9 | ) | (86.7 | ) | ||
| Stockholders' deficit attributable to shareholders | (232.2 | ) | (283.8 | ) | ||
| Non-controlling interest | — | 0.6 | ||||
| Total stockholders' deficit | (232.2 | ) | (283.2 | ) | ||
| Total liabilities and stockholders' deficit | $ | 657.9 | $ | 727.0 |
^^
^(1)^ Figures may not be clerically accurate due to rounding.
^^
Exhibit 3
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Statements of Cash Flows^(1)^
| (In millions) | Nine Months Ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating Activities: | ||||||
| Net loss from continuing operations | $ | (22.4 | ) | $ | (43.6 | ) |
| Net (loss) income from discontinued operations | (23.0 | ) | 46.8 | |||
| Net (loss) income | (45.4 | ) | 3.2 | |||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||
| Depreciation and amortization of long-lived assets | 7.8 | 13.7 | ||||
| Impairment of long-lived assets | 9.9 | 5.8 | ||||
| Amortization of deferred financing costs and debt discount | 1.5 | 3.7 | ||||
| Amortization of guaranty fee | 0.1 | 2.1 | ||||
| Non-cash operating lease expense | 5.2 | 5.2 | ||||
| (Gain) loss on debt extinguishment | (1.7 | ) | 6.8 | |||
| Gain on sale of business | (17.3 | ) | (40.1 | ) | ||
| Loss on asset disposals | 0.9 | 0.4 | ||||
| Benefit from deferred income taxes | (0.5 | ) | (6.5 | ) | ||
| Prior service cost amortization for pension and postretirement plans | 0.4 | 0.7 | ||||
| Stock-based compensation | 2.2 | 3.8 | ||||
| Foreign exchange | (5.7 | ) | (1.4 | ) | ||
| Unrealized loss on securities | 2.2 | — | ||||
| Bad dept expense | — | (1.0 | ) | |||
| Accounts receivable - trade, net | (6.3 | ) | (14.2 | ) | ||
| Contracts in progress | 11.9 | (30.4 | ) | |||
| Other current and noncurrent assets | (8.2 | ) | (12.0 | ) | ||
| Advance billings on contracts | 16.6 | (20.7 | ) | |||
| Inventories, net | (6.1 | ) | (3.4 | ) | ||
| Income taxes | (0.1 | ) | 2.7 | |||
| Accounts payable | (33.2 | ) | 5.1 | |||
| Accrued and other current liabilities | 12.8 | (5.8 | ) | |||
| Accrued contract loss | (4.5 | ) | (6.0 | ) | ||
| Pension liabilities, accrued postretirement benefits and employee benefits | (6.8 | ) | (7.6 | ) | ||
| Other, net | (1.4 | ) | (0.4 | ) | ||
| Net cash used in operating activities | (65.9 | ) | (96.2 | ) | ||
| Investing Activities: | ||||||
| Purchase of property, plant and equipment | (12.6 | ) | (10.1 | ) | ||
| Proceeds from sale of business and assets, net | 187.5 | 87.6 | ||||
| Purchases of securities | (5.6 | ) | (4.5 | ) | ||
| Sales and maturities of securities | 3.2 | 5.0 | ||||
| Net cash provided by investing activities | 172.4 | 78.0 | ||||
| Financing Activities: | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Borrowings on loan payable | 75.4 | 184.8 | ||||
| Repayments on loan payable | (126.8 | ) | (91.1 | ) | ||
| Issuance of Senior Notes due 2030 | 5.4 | — | ||||
| Buyback of Senior Notes due 2026 | (6.3 | ) | — | |||
| Finance lease payments | (1.2 | ) | (1.0 | ) | ||
| Payment of holdback funds from acquisition | — | (3.0 | ) | |||
| Payment of preferred stock dividends | (11.1 | ) | (14.9 | ) | ||
| Shares of common stock returned to treasury stock | (0.4 | ) | (0.3 | ) | ||
| Issuance of common stock, net | 32.5 | 2.0 | ||||
| Payment of non-controlling interest dividends | (0.1 | ) | — | |||
| Debt issuance costs | (4.4 | ) | (5.6 | ) | ||
| Other, net | (0.3 | ) | (0.2 | ) | ||
| Net cash (used in) provided by financing activities | (37.4 | ) | 70.8 | |||
| Effects of exchange rate changes on cash | 0.9 | 4.0 | ||||
| Net increase in cash, cash equivalents and restricted cash | 70.0 | 56.6 | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 131.1 | 71.4 | ||||
| Cash, cash equivalents and restricted cash at end of period | $ | 201.1 | $ | 127.9 |
^(1)^ Figures may not be clerically accurate due to rounding.
Exhibit 4
Babcock & Wilcox Enterprises, Inc.
Segment Information ^(1)^
(In millions)
| SEGMENT RESULTS | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| REVENUES: | ||||||||||||
| Babcock & Wilcox Thermal | $ | 118.3 | $ | 109.4 | $ | 345.8 | $ | 312.3 | ||||
| Babcock & Wilcox Renewable | 15.2 | 9.5 | 48.4 | 40.1 | ||||||||
| Babcock & Wilcox Environmental | 15.5 | 33.7 | 54.6 | 92.6 | ||||||||
| Eliminations | — | — | — | (0.1 | ) | |||||||
| $ | 149.0 | $ | 152.6 | $ | 448.9 | $ | 444.9 | |||||
| ADJUSTED EBITDA: | ||||||||||||
| Babcock & Wilcox Thermal | $ | 15.2 | $ | 13.4 | $ | 40.2 | $ | 31.9 | ||||
| Babcock & Wilcox Renewable | 0.7 | (0.3 | ) | 1.4 | (0.4 | ) | ||||||
| Babcock & Wilcox Environmental | 2.8 | 0.6 | 6.9 | 2.9 | ||||||||
| Corporate | (6.0 | ) | (5.7 | ) | (14.6 | ) | (15.6 | ) | ||||
| $ | 12.6 | $ | 8.0 | $ | 33.9 | $ | 18.7 | |||||
| AMORTIZATION EXPENSE: | ||||||||||||
| Babcock & Wilcox Thermal | $ | 1.1 | $ | 1.1 | $ | 3.2 | $ | 3.2 | ||||
| Babcock & Wilcox Renewable | 0.1 | 0.1 | 0.2 | 0.2 | ||||||||
| Babcock & Wilcox Environmental | 0.1 | 0.1 | 0.3 | 0.4 | ||||||||
| $ | 1.2 | $ | 1.3 | $ | 3.7 | $ | 3.9 | |||||
| DEPRECIATION EXPENSE: | ||||||||||||
| Babcock & Wilcox Thermal | $ | 1.5 | $ | 1.1 | $ | 3.3 | $ | 3.6 | ||||
| Babcock & Wilcox Renewable | 0.1 | 0.1 | 0.2 | 0.4 | ||||||||
| Babcock & Wilcox Environmental | 0.1 | 0.3 | 0.2 | 0.9 | ||||||||
| $ | 1.7 | $ | 1.5 | $ | 3.6 | $ | 4.9 | |||||
| BOOKINGS AND BACKLOG | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| BOOKINGS: | ||||||||||||
| Babcock & Wilcox Thermal | $ | 96 | $ | 89 | $ | 266 | $ | 269 | ||||
| Babcock & Wilcox Renewable | 11 | 19 | 51 | 67 | ||||||||
| Babcock & Wilcox Environmental | 23 | 12 | 51 | 49 | ||||||||
| Other/Eliminations | — | — | (2 | ) | (3 | ) | ||||||
| $ | 130 | $ | 120 | $ | 366 | $ | 382 | |||||
| September 30, | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| BACKLOG: | 2025 | 2024 | ||||||||||
| Babcock & Wilcox Thermal | $ | 334 | $ | 169 | ||||||||
| Babcock & Wilcox Renewable | 27 | 25 | ||||||||||
| Babcock & Wilcox Environmental | 30 | 45 | ||||||||||
| Other/Eliminations | 3 | 12 | ||||||||||
| $ | 394 | $ | 252 |
^(1)^ Figures may not be clerically accurate due to rounding.
Exhibit 5
Babcock & Wilcox Enterprises, Inc.
Segment Disaggregation of Revenue ^(1)^
(In millions)
| SEGMENT RESULTS | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||
| REVENUES: | |||||||||
| B&W Thermal segment | |||||||||
| Parts | $ | 55.7 | $ | 52.9 | $ | 155.2 | $ | 127.9 | |
| Projects | 37.6 | 26.3 | 90.9 | 81.0 | |||||
| Construction | 25.0 | 30.2 | 99.7 | 103.5 | |||||
| $ | 118.3 | $ | 109.4 | $ | 345.8 | $ | 312.3 | ||
| B&W Renewable segment | |||||||||
| Parts | $ | 4.9 | $ | 3.3 | $ | 16.0 | $ | 13.9 | |
| Projects | 4.5 | 2.9 | 16.3 | 14.4 | |||||
| Construction | 5.8 | 3.3 | 16.1 | 11.8 | |||||
| $ | 15.2 | $ | 9.5 | $ | 48.4 | $ | 40.1 | ||
| B&W Environmental segment | |||||||||
| Parts | $ | 7.9 | $ | 5.5 | $ | 29.1 | $ | 25.0 | |
| Projects | 7.6 | 28.3 | 25.5 | 67.6 | |||||
| $ | 15.5 | $ | 33.7 | $ | 54.6 | $ | 92.6 | ||
| Elimination of intersegment revenues | — | — | — | (0.1 | ) | ||||
| Total Revenue | $ | 149.0 | $ | 152.6 | $ | 448.9 | $ | 444.9 | |
| Total Parts | $ | 68.5 | $ | 61.7 | $ | 200.3 | $ | 166.8 | |
| Total Projects | $ | 49.7 | $ | 57.5 | $ | 132.7 | $ | 163.0 | |
| Total Construction | $ | 30.8 | $ | 33.5 | $ | 115.8 | $ | 115.3 |
^(1)^ Figures may not be clerically accurate due to rounding.
Exhibit 6
Babcock & Wilcox Enterprises, Inc.
Reconciliation of Adjusted EBITDA ^(1)^
(In millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Loss from continuing operations | $ | (2.3 | ) | $ | (7.9 | ) | $ | (22.4 | ) | $ | (43.6 | ) |
| Interest expense | 8.1 | 9.9 | 29.4 | 33.6 | ||||||||
| Income tax expense | 1.0 | (0.5 | ) | 6.9 | 2.6 | |||||||
| Depreciation & amortization | 2.9 | 2.8 | 7.3 | 8.8 | ||||||||
| EBITDA | 9.7 | 4.3 | 21.2 | 1.4 | ||||||||
| Impairment on long-lived assets | — | — | 1.0 | — | ||||||||
| Benefit plans, net | 0.8 | (0.1 | ) | 2.3 | (0.2 | ) | ||||||
| Loss on asset disposals, net | 0.6 | — | 0.7 | — | ||||||||
| Stock compensation | 0.7 | 0.9 | 2.3 | 3.6 | ||||||||
| Restructuring activities | — | 0.1 | 0.1 | 1.1 | ||||||||
| Settlements and related legal costs (recoveries) | 0.3 | (0.1 | ) | 0.9 | 3.2 | |||||||
| (Gain) loss on debt extinguishment | (1.7 | ) | 0.7 | (1.7 | ) | 6.8 | ||||||
| Foreign exchange | 0.5 | (1.2 | ) | (0.4 | ) | (2.2 | ) | |||||
| Financial advisory services | 1.6 | 2.5 | 6.8 | 2.9 | ||||||||
| Other - net | 0.2 | 0.8 | 0.8 | 2.0 | ||||||||
| Adjusted EBITDA | $ | 12.6 | $ | 8.0 | $ | 33.9 | $ | 18.7 | ||||
| BrightLoop^TM^and ClimateBright^TM^ expenses | 1.4 | 2.7 | 4.9 | 6.9 | ||||||||
| Adjusted EBITDA excluding BrightLoop^TM^ and ClimateBright^TM^ expenses | $ | 14.0 | $ | 10.7 | $ | 38.8 | $ | 25.6 |
^^
^(1)^Figures may not be clerically accurate due to rounding.
Exhibit 99.2
| News<br> Release |
|---|
Babcock & Wilcox Announces Sale of Allen-Sherman-Hoff Business
(AKRON, Ohio – November 4, 2025) – Babcock & Wilcox Enterprises, Inc., (“B&W,” or the “Company”) (NYSE: BW) announced it has sold its Allen-Sherman-Hoff (A-S-H) business to a subsidiary of Austria-based ANDRITZ for $29 million, subject to customary fees and adjustments.
In conjunction with the transaction, B&W and ANDRITZ, through certain wholly-owned subsidiaries, have signed sales representative agreements under which B&W will continue to market A-S-H and Diamond Power products and services to customers in the utility power sectors.
“This strategic asset sale is another step forward to finalize our debt reduction and strengthen our balance sheet as we increase our focus on our core businesses – delivering advanced power generation and environmental solutions and parts and services to utilities and industries around the world, and capitalizing on opportunities to provide reliable, available energy systems for artificial intelligence data centers,” said Kenneth Young, B&W Chairman and Chief Executive Officer. “We look forward to continuing to work with the A-S-H and Diamond Power teams and to representing these technologies to meet the needs of our utility customers.”
Lake Street Capital Markets, LLC, served as exclusive financial advisor to B&W for the transaction.
AboutBabcock & Wilcox
Headquarteredin Akron, Ohio, Babcock & Wilcox Enterprises, Inc. is a leader in energy and environmental products and services for power and industrialmarkets worldwide. Follow us on LinkedIn and learn more at babcock.com.
Forward-LookingStatements
B&Wcautions that this release contains forward-looking statements, including, without limitation, statements relating to an agreement tosell its Allen-Sherman-Hoff (A-S-H) business to ANDRITZ. For a more complete discussion of these risk factors, see our filings with theSecurities and Exchange Commission, including our most recent annual report on Form 10-K. If one or more of these risks or other risksmaterialize, actual results may vary materially from those expressed. We caution readers not to place undue reliance on these forward-lookingstatements, which speak only as of the date of this release, and we undertake no obligation to update or revise any forward-looking statement,except to the extent required by applicable law.
###
| Investor<br> Contact: | Media<br> Contact: |
|---|---|
| Investor<br> Relations | Ryan<br> Cornell |
| Babcock<br> & Wilcox | Public<br> Relations |
| 704.625.4944 | Babcock<br> & Wilcox |
| investors@babcock.com | 330.860.1345 |
| rscornell@babcock.com |
Exhibit 99.3
| News<br> Release |
|---|
Babcock & Wilcox Announces AI Data Center Power Generation Solution and Signs LNTP with Applied Digital to Design and Install One Gigawattof Electric Power
(AKRON, Ohio – November 4, 2025) – Babcock & Wilcox (B&W) (NYSE: BW) announced today that it has further solidified its entry into the AI Data Center power supply market utilizing efficient and available steam generation technology with shorter time to market than traditional simple cycle power plants. B&W is also announcing an agreement for a limited notice to proceed for a project valued at over $1.5 billion to deliver one gigawatt of power for an Applied Digital (NASDAQ: APLD) AI Factory. Full contract release is anticipated in the first quarter of 2026.
B&W plans to design and install the plant’s four 300-megawatt natural gas-fired power plants consisting of proven boilers and associated steam turbines. The plant is targeted to begin operation in 2028. B&W also expects to sign an ongoing parts and services contract to support the facility once commercial operation begins.
“We’re proud to partner with B&W, a company with nearly 160 years of proven leadership in power generation,” said Wes Cummins, Chairman and Chief Executive Officer of Applied Digital. “Their advanced boiler and steam turbine technology delivers efficiency on par with the simple-cycle gas turbines we evaluated – while enabling faster deployment. This partnership enhances our ability to add more capacity to current and future sites, giving Applied Digital a distinct speed-to-market advantage in bringing power generation online.”
“B&W has designed and installed thousands of boilers and has more than 400 gigawatts of installed generating capacity at utility and industrial plants around the world,” said Kenneth Young, B&W Chairman and Chief Executive Officer. “Our solutions for AI Data Centers are proven technologies that utilize natural gas efficiently while providing reliable, redundant and readily available power faster than combined-cycle or simple-cycle plants. This approach leverages the core strengths of Babcock & Wilcox and represents an ideal solution to power data centers.”
“B&W also has extensive engineering, technology, construction and project management expertise, earned through decades of successfully executing some of the largest power projects in the global market,” Young said. “Our proven track record, as well as our broad experience in power plant operations and maintenance, will help assure a completely integrated, seamless solution for our customer from start to finish.”
AboutBabcock & Wilcox
Headquarteredin Akron, Ohio, Babcock & Wilcox Enterprises, Inc. is a leader in energy and environmental products and services for power and industrialmarkets worldwide. Follow us on LinkedIn and learn more at babcock.com.
Forward-LookingStatements
B&Wcautions that this release contains forward-looking statements, including, without limitation, statements relating to alimited notice to proceed, and an anticipated full notice to proceed, in connection with the design and installation of a one gigawattpower plant for an AI Data Center project. These forward-looking statements are based on management’scurrent expectations and involve a number of risks and uncertainties. For a more complete discussion of these risk factors, see our filingswith the Securities and Exchange Commission, including our most recent annual report on Form 10-K. If one or more of these risks or otherrisks materialize, actual results may vary materially from those expressed. We caution readers not to place undue reliance on these forward-lookingstatements, which speak only as of the date of this release, and we undertake no obligation to update or revise any forward-looking statement,except to the extent required by applicable law.
###
| Investor Contact: | Media Contact: |
|---|---|
| Investor Relations | Ryan Cornell |
| Babcock & Wilcox | Public Relations |
| 704.625.4944 | Babcock & Wilcox |
| investors@babcock.com | 330.860.1345 |
| rscornell@babcock.com |
Exhibit 99.4
Babcock & Wilcox Announces Full Redemption of Notes
(AKRON, Ohio – November 4, 2025) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced today that we issued a notice of redemption (the “Redemption Notice”) for all $26 million aggregate principal amount outstanding of our 8.125% Senior Notes due 2026 (the “Notes”), which were issued pursuant to an indenture, dated as of February 12, 2021, as supplemented by the First Supplemental indenture, dated as of February 12, 2021 (the “Indenture”), between us and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Redemption”).
Pursuant to the Redemption Notice, on December 5, 2025 (the “Redemption Date”), we will redeem all Notes at a redemption price equal to 100% of the principal amount of such Notes (the “Redemption Price”) together with any accrued and unpaid interest up to, but excluding, the Redemption Date. On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed and interest thereon will cease to accrue on and after the Redemption Date. Upon completion of the Redemption, no Notes will remain outstanding.
Forward-Looking Statements
B&W cautions that this release contains forward-looking statements, including, without limitation, statements relating to the redemption of Notes. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties. For a more complete discussion of these risk factors, see our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and we undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.
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 LinkedInand learn more at babcock.com.
Investor Contact:
Investor Relations
Babcock & Wilcox
704.625.4944
investors@babcock.com
Media Contact
Ryan Cornell
Public Relations
Babcock & Wilcox
330.860.1345
rscornell@babcock.com