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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): June 5, 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 8.01 Other Events

 

On June 5, 2025, Babcock & Wilcox Enterprises, Inc. (the “Company”) issued a press release announcing the commencement of its cash tender offers to purchase up to a maximum $70 million aggregate amount of the Company’s 8.125% Senior Notes due 2026 (the “February 2026 Notes”) and 6.50% Senior Notes due 2026 (the “December 2026 Notes” and, together with the February 2026 Notes, the “Notes”), subject to certain conditions. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated by reference herein.

 

This Current Report on Form 8-K does not constitute an offer to tender for, or purchase, any Notes or any other security, nor does it constitute an offer to sell or the solicitation of an offer to buy any security.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits. 

 

Exhibit No.   Description
99.1   Press Release dated June 5, 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.
   
June 5, 2025 By: /s/ Cameron Frymyer
    Cameron Frymyer
    Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Representative)