Current Report · Items 7.01, 8.01, 9.01 · 8-K
Babcock & Wilcox Enterprises, Inc.
Regulation FD Disclosure · Other Events
Item 7.01 Regulation FD Disclosure Share Repurchase Program On July 13, 2026, the Company issued a press release announcing that its Board of Directors (the “Board”) has authorized a share repurchase program of up to $50 million of the Company’s common stock. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.…
Filed Jul 13, 2026Accepted Jul 13, 2026, 6:47 AM EDTCIK 1630805Accession 0001104659-26-082840
Company context
Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises, Inc. (NYSE: BW) is a leader in energy and environmental technologies and services for the power and industrial markets. Learn more at babcock.com.
Current securities
Historical securities (1)
Disclosure sections
Items 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
Share Repurchase Program
On July 13, 2026, the Company issued a press
release announcing that its Board of Directors (the “Board”) has authorized a share repurchase program of up to $50 million
of the Company’s common stock. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein
by reference.
Redemption of 6.50% Notes due 2026
On July 13, 2026, the Company issued a press
release announcing that its Board has approved, and the Company has issued, a notice of redemption (the “Redemption Notice”)
for all approximately $61.4 million aggregate principal amount outstanding of its 6.50% Senior Notes due 2026 (the “Notes”).
A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.
The information in this Item 7.01, including Exhibits
99.1 and 99.2, shall not be deemed “filed” for 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, and shall not be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation
language in such filing, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
Share Repurchase Program
On July 13, 2026, the Company announced that
its Board of Directors has authorized a share repurchase program of up to $50 million of the Company’s common stock. The Company
expects to begin repurchases following the filing of its Quarterly Report on Form 10-Q for the second quarter of 2026.
Under the program, the Company may repurchase
shares from time to time in open-market transactions, in privately negotiated transactions, through block trades, or pursuant to trading
plans established in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act, based on market conditions, share price,
and other factors. The program does not obligate the Company to purchase any shares, has no fixed expiration date, and may be suspended
or discontinued at any time. Repurchases under the program may also be subject to customary approvals from the Company's senior lenders
under its credit facilities.
Redemption of 6.50% Notes due 2026
On July 13, 2026, Company issued the Redemption
Notice for all approximately $61.4 million aggregate principal amount outstanding of 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, and further
supplemented by the Second Supplemental indenture, dated as of December 13, 2021, between the Company and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Redemption”).
Pursuant to the Redemption Notice, on August 13,
2026 (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 make-whole amount and 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.
Filed exhibits (2)
EX-99.1 (by filename) tm2620294d1_ex99-1.htmEX-99.1
2
tm2620294d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
News
Release
Babcock &
Wilcox Board Authorizes Share Repurchase Program of Up to $50 Million
Repurchases
to begin following the filing of the Company's Form 10-Q for the second quarter of 2026
(AKRON, Ohio -
July 13, 2026) - Babcock & Wilcox Enterprises, Inc. (NYSE: BW) (“B&W” or the “Company”)
today announced that its Board of Directors has authorized a share repurchase program of up to $50 million of the Company's outstanding
common stock. The Company expects to begin repurchases following the filing of its Quarterly Report on Form 10-Q for the second
quarter of 2026.
Under the program,
the Company may repurchase shares from time to time in open-market transactions, in privately negotiated transactions, through block
trades, or pursuant to trading plans established in accordance with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange
Act of 1934, as amended, based on market conditions, share price, and other factors. The program does not obligate the Company to purchase
any shares, has no fixed expiration date, and may be suspended or discontinued at any time. Repurchases under the program may also be…
Open exhibit ↗EX-99.2 (by filename) tm2620294d1_ex99-2.htmEX-99.2
3
tm2620294d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Babcock & Wilcox Announces
Full Redemption of Notes
(AKRON, Ohio - July 13, 2026)
- 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 $61.4 million aggregate principal amount outstanding
of our 6.50% 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 “First Supplemental Indenture”),
and further supplemented by the Second Supplemental indenture, dated as of December 13, 2021 (the “Second Supplemental Indenture”)
between us and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Redemption”).
Pursuant to the Redemption Notice, on
August 13, 2026 (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 Make-Whole Amount and accrued and unpaid interest up to,
but excluding, the Redemption Date. On the Redemption Date, the Redemption Price will b…
Open exhibit ↗