Babcock & Wilcox Enterprises Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement |
On May 14, 2026, Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) entered into an an underwriting agreement, dated May 14, 2026 (the “Underwriting Agreement”), by and among the Company and B. Riley Securities, Inc., as representative of the several underwriters (the “Underwriters”), relating to its previously announced underwritten offering (the “Offering”) of 10,810,811 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to 1,621,621 additional shares of Common Stock. The Offering was consummated on May 18, 2026. At the closing, the Company issued 12,432,432 shares of Common Stock, inclusive of 1,621,621 shares of Common Stock issued pursuant to the full exercise of the Underwriters’ option to purchase Common Stock.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933 (the “Securities Act”), other obligations of the parties and termination provisions.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-283368) initially filed with the Securities and Exchange Commission (the “Commission”) on November 21, 2024 and declared effective by the Commission on April 8, 2025 (the “Registration Statement”), including the prospectus forming a part of the Registration Statement, as supplemented by a preliminary prospectus supplement, dated May 14, 2026, and a final prospectus supplement, dated May 14, 2026, each filed with the SEC pursuant to Rule 424(b) under the Securities Act.
| Item 7.01 | Regulation FD Disclosure |
On May 15, 2026, the Company issued a press release announcing the pricing of the offering of Common Stock. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1, 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.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated May 14, 2026 | |
| 5.1 | Opinion of O’Melveny & Myers LLP | |
| 23.1 | Consent of O’Melveny & Myers LLP (included in Exhibit 5.1) | |
| 99.1 | Pricing Press Release dated May 15, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL |
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. | ||
| May 18, 2026 | By: | /s/ Cameron Frymyer |
| Cameron Frymyer | ||
| Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Duly Authorized Representative) | ||