UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, including
Area Code: (
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 |
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 September 3, 2025, the Company issued a press release announcing that it has regained compliance with the New York Stock Exchange’s continued listing standard for minimum average closing share price under Section 802.01C of the NYSE Listed Company Manual. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 3, 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. | ||
| September 3, 2025 | By: | /s/ Cameron Frymyer |
| Cameron Frymyer | ||
| Executive Vice President and Chief Financial Officer | ||
| (Principal Accounting Officer and Duly Authorized Representative) | ||
Exhibit 99.1
Babcock & Wilcox Enterprises Regains Compliance With NYSE Continued Listing Standard
(AKRON, Ohio – September 3, 2025) - Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced that on September 2, 2025, the Company received written confirmation from the New York Stock Exchange (the “NYSE”) that the Company’s average stock price for the 30-trading days ended August 29, 2025 was above the NYSE’s minimum requirement of $1 based on a 30-trading day average. Accordingly, the Company has regained compliance with the NYSE’s continued listing standard for minimum average closing share price under Section 802.01C of the NYSE Listed Company Manual. B&W’s common stock will continue to be traded on the NYSE, subject to its continued compliance with all applicable listing standards.
About B&W
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 at www.linkedin.com/company/babcock-&-wilcox and learn more at www.babcock.com.
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, including without limitation statements regarding the Company’s plans with respect to the NYSE Notice. 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: our ability to comply with NYSE listing standards and maintain the listing of our common stock on the NYSE; our financial condition, which raises substantial doubt as to our ability to continue as a going concern; our entry into a number of amendments and waivers to our Debt Facilities; our need of additional financing to continue as a going concern; and any negative reactions to the substantial doubt about our ability to continue as a going concern by our customers, suppliers, vendors, employees and other third parties; and the risks and uncertainties described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings we make with the U.S. Securities and Exchange Commission.
# # #
| Investor Contact: | Media Contact: |
| Investor Relations | Ryan Cornell, Public Relations Lead |
| Babcock & Wilcox Enterprises, Inc. | Babcock & Wilcox Enterprises, Inc. |
| 704.625.4944 | [email protected] | 330.860.1345 | [email protected] |