8-K

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):

June 4, 2025

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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 1.01 Entry into a Material Definitive Agreement

On June 4, 2025, Babcock & Wilcox Enterprises, Inc. (the “Company”) through certain wholly owned subsidiaries of the Company, 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 “Buyers”) the equity interests of Diamond Power International, LLC (“Diamond”) and related legal entities together with assets related to the Diamond business (the “Sale”). The Sale is expected to close within approximately 30 days.

The Purchase Agreement provides for a base purchase price equal to $177 million, subject to certain offsets and adjustments. The Purchase Agreement also includes representations and warranties regarding the Sale, as well as certain indemnities with respect thereto. The Purchase Agreement also includes an undertaking for the Sellers and their affiliates not to compete with the Diamond business or to solicit customers or employees with respect to the Diamond business for a period of four years.

The Sellers and the Buyers expect to enter into a transition services agreement under which the Sellers and/or their affiliates would provide services to support the Diamond business and under which Diamond would provide services to support Sellers and their affiliates for a temporary period.

The Company does not have any material relationship with the Buyers other than in respect of the transaction.

Item 7.01 Regulation FD Disclosure

On June 5, 2025, the Company issued a press release announcing the Sale. A copy of the press release is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.

Exhibit 99.1

Babcock & Wilcox Announces Agreement toSell Its

Diamond PowerInternational Business

• $177 million in total consideration subject to customary fees and adjustments

• Industrial, utility and data center power demand is increasing globally

• B&W now well-capitalized and poised to leverage growth in 2025 and beyond

(AKRON, Ohio – June 5, 2025) – Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced today that it has reached an agreement to sell its Diamond Power International business (“Diamond Power”) to Austria-based ANDRITZ for $177 million, subject to customary fees and adjustments. The sale is expected to close within approximately 30 days and will include the transfer of approximately 400 employees to ANDRITZ.

“B&W has had strong start to 2025 and has achieved the highest bookings and backlog in decades from our parts and services business in addition to our already strong backlog from Thermal projects, upgrades and construction, primarily in North America,” said Kenneth Young, B&W Chairman and Chief Executive Officer. “Our core parts, services and construction businesses demonstrated solid performance in Q1 and continue to excel in Q2 as the rising energy needs of data centers and industrial and utility markets fuels demand for our offerings. The sale of Diamond Power, which achieves annual revenues in the range of $114 million, will be transformational and will reinforce the value of our underlying assets as we re-capitalize our businesses going forward.”

“With a strong balance sheet, we are well-positioned to win new gas conversions, plant upgrades and behind-the-meter data center projects in North America and beyond,” Young added. “We’re also seeing additional demand for our BrightLoop™ technologies – both for steam generation and hydrogen production that can produce energy with lower costs and expenditures than other hydrogen technologies. Our unique technology -- which is capable of supporting utilities and industries with low-cost hydrogen and steam generation while capturing CO2 -- demonstrates the spirit of innovation and strong engineering capabilities that have driven B&W throughout its history and will be the foundation of our growth strategy for years to come.”

“Diamond Power provides boiler cleaning and monitoring solutions for utilities and industries around the world, and we’re grateful for the decades of hard work and dedication shown by its employees,” said Christopher Riker, B&W Executive Vice President and Chief Operating Officer. “We look forward to working closely with ANDRITZ to ensure a smooth transition and to our continued collaboration on boiler cleaning solutions in the future.”

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.

Forward-Looking Statements

B&W cautions that thisrelease contains forward-looking statements, including, without limitation, statements relating to an agreement to sellits Diamond Power businesses to ANDRITZ, demand for our products, future projects, and growth strategy. 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.

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