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):

October 27, 2022

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 2.02 Results of Operations and Financial Condition

On October 27, 2022, Babcock & Wilcox Enterprises, Inc. (the “Company”) issued a press release announcing a revised full year 2022 adjusted EBITDA target, introducing a full year 2023 adjusted EBITDA target and outlook, and setting the third quarter conference call for Tuesday, November 8, 2022 at 5:00 p.m. Eastern Time. 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.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 7.01.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or 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 9.01 Financial Statements and Exhibits

(d) Exhibits

2

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.

3

Exhibit 99.1

Babcock & Wilcox Introduces 2023 AdjustedEBITDA Target and

Provides Revised 2022 Adjusted EBITDA Target;Sets Third Quarter 2022 Conference Call for Tuesday, November 8, 2022, at 5 p.m. ET

(AKRON, Ohio – October 27, 2022) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) today introduced a full year 2023 adjusted EBITDA target and outlook and announced a revised full year 2022 adjusted EBITDA target. Management will discuss financial results for the third quarter ended September 30, 2022 and outlook on a conference call and webcast on Tuesday, November 8, 2022, at 5 p.m. Eastern Time.

Despite near-term macroeconomic and geopolitical headwinds, demand remains elevated, supported by a strong backlog and a robust pipeline of more than $7.5 billion of identified global project opportunities. The Company anticipates that full year 2023 adjusted EBITDA will range from $100 million to $120 million.

“We are seeing strong demand coupled with a significant backlog level. Looking forward, we remain confident in our visibility for new booking opportunities,” said B&W Chairman and Chief Executive Officer Kenneth Young. “This supports our expectations for continued growth in 2023 with our stated target of $100 million to $120 million in adjusted EBITDA.”

Full year 2022 adjusted EBITDA target is now expected to be $70 million to $80 million. This lowered adjustment reflects the delay of revenue recognition on certain projects, primarily due to global supply chain pressures and shortages caused by geopolitical issues and the war in Ukraine. The Company expects a stronger fourth quarter with adjusted EBITDA of $25 million to $30 million.

“While we continue to work relentlessly to mitigate the current market challenges that impacted our near-term expectations, we are seeing signs of recovery across all our segments,” Young continued. “Importantly, our revised target is not due to project performance-related issues but primarily the impact of the timing of projects, parts and services due to supply chain headwinds that impact our customers as well as B&W, thus deferring the expected timing of our revenue recognition. Domestically, we are seeing strong recovery towards a normalized trend in our Parts and Services business. We are also seeing signs of recovery from some of the global supply chain challenges affecting B&W and our customers.”

B&W Chairman and Chief Executive Officer, Kenneth Young, and B&W Chief Financial Officer, Louis Salamone, will discuss the Company’s third quarter 2022 results on Tuesday, November 8, 2022. A news release detailing the results is expected to be issued after the market closes the day of the conference call and webcast.

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 (844) 200-6205; 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 544177. A replay of this conference call will remain accessible in the investor relations section of the Company’s website for a limited time.

A reconciliation of adjusted EBITDA targets to the most comparable GAAP targets is not available without unreasonable efforts.

About Babcock & Wilcox

Headquartered in Akron, Ohio, Babcock & WilcoxEnterprises, 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.

Forward-Looking Statements

B&W cautions that this release contains forward-looking statements,including, without limitation, statements relating to the expected and potential impact of macroeconomic and geopolitical headwinds, expecteddemand for our products and projected backlog and project pipeline, the highly competitive nature of the Company’s businesses andability to win work, including identified project opportunities in the pipeline, general economic and business conditions, including changesin interest rates and currency exchange rates, cancellations of and adjustments to backlog and the resulting impact from using backlogas an indicator of future earnings, the potential impact of booking delays, global supply chain pressures, rising inflation rates, currencyvolatility, the ongoing war in Ukraine and the resulting economic instability and the Company’s ability to perform contracts ontime and on budget, in accordance with the schedules and terms established by the applicable contracts with customers . These forward-lookingstatements are based on management’s current expectations and involve a number of risks and uncertainties. For a more complete discussionof these risk factors, see our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K.If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. We caution readersnot to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and we undertake noobligation to update or revise any forward-looking statement, except to the extent required by applicable law.

###