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): November 7, 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
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 November 7, 2025, Babcock & Wilcox Enterprises, Inc. issued a press release announcing that it had raised $67.5 million, including approximately $50 million from a single fundamental global institutional investor, through its at-the-market (“ATM”) offering pursuant to its sales agreement with B. Riley Securities, Inc. and Lake Street Capital Markets, LLC. A copy of the press release is attached hereto and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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 of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating to the use of proceeds of funds raised through our ATM program. 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 7, 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.

November 7, 2025	By:	/s/ John J. Dziewisz
		John J. Dziewisz
		Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

News Release

Babcock & Wilcox Announces It Raised $67.5 Million Through its At-the-Market Equity Offering

	·	Company Pauses its ATM Based on Successful Completion of Raise
	·	Includes $50 Million from a Single Fundamental Global Institutional Investor
	·	Supports Growth into AI Factory and Data Center Opportunities

(AKRON, Ohio – November 7, 2025) – Babcock & Wilcox Enterprises, Inc., (“B&W,” or the “Company”) (NYSE: BW) a leader in energy technology and solutions, announced today it has raised $67.5 million including approximately $50 million from a single fundamental global institutional investor, through its at-the-market (ATM) offering that opened on November 5, 2025. This closely follows the recently announced Limited Notice to Proceed (LNTP) awarded to B&W in connection with a project valued at over $1.5 billion to design and install one gigawatt of electric power for an AI Factory and Data Center.

“The results of the offering demonstrate strong institutional confidence in B&W's strategic direction and growth trajectory, particularly in the rapidly expanding AI data center and power generation markets,” said Kenneth Young, B&W Chairman and Chief Executive Officer. “The capital raise significantly enhances the Company's balance sheet and provides substantial capital to execute on our robust pipeline of opportunities.”

Based on the success of the ATM offering, the Company has elected to pause further sales under the ATM at this time, having achieved its immediate capital objectives.

"The participation of this new institutional investor with a $50 million commitment demonstrates exceptional confidence in B&W's strategy and execution capabilities," Young said. “This capital raise, combined with our recent major contract wins, positions B&W to capitalize on the unprecedented growth in AI data center power demand and the global energy transition."

"The rapid execution of this offering – raising $67.5 million in just two days – reflects the market's recognition of B&W's unique position to provide technology, services and solutions to meet the growing energy needs of AI factories and data centers, utilities and industrial customers around the world. With our strong financial position, we are well-positioned to execute on our significant project pipeline and continue to deliver value to our shareholders," Young added.

The ATM offering was conducted pursuant to the Company's existing shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission.

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 this release contains forward-looking statements, including, without limitation, statements relating to funds raised through an ATM. 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. 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.

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Investor Contact:		Media Contact:
Investor Relations		Ryan Cornell
Babcock & Wilcox		Public Relations
704.625.4944		Babcock & Wilcox
[email protected]		330.860.1345
		[email protected]