Babcock & Wilcox Enterprises, Inc.

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APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION (PROPOSAL 6)

We are asking stockholders to approve an advisory resolution to approve our named executive officer (“NEO”) compensation as reported in this proxy statement as follows:

RESOLVED, that the stockholders of Babcock & Wilcox Enterprises, Inc. approve, on an advisory basis, the compensation of its named executive officers, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement, including under the sections entitled “Compensation Discussion and Analysis” and “Compensation of Named Executive Officers.”

It is our belief that our ability to hire, retain and motivate executive officers is essential to the success of the Company and its stockholders. Therefore, we generally seek to provide reasonable and competitive compensation for our executives with a substantial portion in the form of equity awards that have a value dependent on the fair market value of our common stock.

As a result, our executive compensation is structured in the manner that we believe best serves the interests of the Company and its stockholders. We encourage stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which provides a more thorough review of our executive compensation philosophy and how that philosophy has been implemented. We have given considerable attention to how, why and what we pay our executives, which reflects input from our stockholders. Recognizing that no single compensation structure will completely satisfy all stockholders, we believe that our executive compensation is reasonable and provides appropriate incentives to our executives to achieve results that we expect to drive stockholder value without encouraging them to take excessive risks in their business decisions.

Effect of Proposal

The resolution to approve our NEO compensation is not binding on us, the Board or our Compensation Committee. Accordingly, even if the resolution is approved, the Board and Compensation Committee retain discretion to change executive compensation from time to time if it concludes that such a change would be in the best interest of the Company and its stockholders. No determination has been made as to what action, if any, would be taken if our stockholders fail to approve NEO compensation. However, the Board and our Compensation Committee value the opinions of stockholders on important matters such as executive compensation and expect to carefully consider the results of this advisory vote when evaluating our executive compensation programs.

Advisory votes to approve NEO compensation are currently scheduled to be held once every year. The next advisory vote to approve NEO compensation is expected to occur at our 2027 annual meeting of stockholders.

The Board recommends that stockholders vote “FOR” the approval of named executive officer compensation. The proxy holders will vote all proxies received “FOR” approval of this proposal unless instructed otherwise. Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Accordingly, abstentions will have the effect of a vote against this proposal. Broker non-votes will not be considered as entitled to vote on this proposal, even though they are considered present for purposes of determining a quorum and may be entitled to vote on other matters. As a result, broker non-votes will not have any effect on this proposal.

APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE BABCOCK & WILCOX ENTERPRISES, INC. 2021 LONG-TERM INCENTIVE PLAN (AMENDED AND RESTATED AS OF MARCH 12, 2026) (PROPOSAL 7)

Approval of the 2021 Long-Term Incentive Plan (Amended and Restated as of March 12, 2026)

At our 2021 Annual Meeting, our shareholders approved the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”), and at our 2022 Annual Meeting, our stockholders approved an amendment and restatement of the 2021 Plan to add shares to the available share pool. On March 12, 2026, our Board of Directors (the “Board”) approved, subject to stockholder approval, the 2021 Long-Term Incentive Plan (Amended and Restated as of March 12, 2026) (the “Amended and Restated Plan”). If the Amended and Restated Plan is approved by our stockholders, it will (i) increase the number of shares available for future grants under the Amended and Restated Plan by 5,000,000 shares of our common stock, and (ii) extend the term of the Amended and Restated Plan to ten years after it was approved by the Board.

The 2021 Plan replaced our Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of June 16, 2020) (referred to in this proxy statement as the “2015 LTIP”), and no new awards can be granted under the 2015 LTIP once the 2021 Plan became effective. As detailed further below, as of March 23, 2026, approximately 26,818 shares of the Company’s common stock were then subject to outstanding awards granted under the 2015 LTIP, approximately 2,104,373 shares of the Company’s common stock were then subject to outstanding awards granted under the 2021 Plan, and approximately 49,993 shares were available for future grant under the 2021 Plan. The new shares requested under the Amended and Restated Plan would increase the number of shares available for future grants under the 2021 Plan by 5,000,000 shares of our common stock, with a corresponding increase in the number of shares that may be delivered pursuant to incentive stock options granted under the plan.

We use equity compensation awards to provide long-term incentive compensation and to attract and retain highly regarded employees and non-employee directors. The Board believes that our equity compensation program is an integral part of our approach to long-term incentive compensation, focused on stockholder returns, and our continuing efforts to align stockholder and management interests. We believe that growth in stockholder value depends on, among other things, our continued ability to attract and retain employees, in a competitive workplace market, with the experience and capacity to perform at the highest levels.

In view of the limited number of shares remaining available under the 2021 Plan, the Board approved the Amended and Restated Plan to provide us with additional flexibility to continue to grant equity compensation awards in the future. If our stockholders do not approve the Amended and Restated Plan, the 2021 Plan will continue in its current form, but we may not have sufficient shares available to grant additional stock-settled equity awards and will instead be forced to provide cash-based incentives.

Key Features

The following features of the Amended and Restated Plan are designed to help protect the interests of our stockholders, which features were also included in the 2021 Plan:

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Limitation on terms of stock options and stock appreciation rights. The maximum term of each stock option and stock appreciation right, or SAR, is 10 years.

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No repricing or grant of discounted stock options or SARs; no reload options/SARs. The Amended and Restated Plan does not permit the repricing of stock options or SARs, either by amending an existing award or by substituting a new award at a lower price, nor does it permit the repurchase of underwater stock options or SARs for cash or the exchange of such awards for a different award without stockholder approval. The Amended and Restated Plan prohibits the granting of stock options or SARs with an exercise price less than the fair market value of the common stock on the date of grant. Reload grants of stock options and SARs are prohibited under the Amended and Restated Plan.

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No single-trigger acceleration, “liberal” change in control definition, or excise tax gross-ups. Under the Amended and Restated Plan, we do not automatically accelerate vesting of awards in connection with a change in control of the Company, however the Board may accelerate awards in its sole discretion. The

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Amended and Restated Plan does not include a “liberal” change in control definition (meaning that a transaction must actually be consummated to be considered a change in control for purposes of the plan). We do not provide change in control excise tax gross-ups.

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Clawbacks. Awards granted under the Amended and Restated Plan are subject to certain compensation recovery policies.

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Dividends on awards subject to vesting. We will not pay dividends or dividend equivalents on stock options or SARs. Dividend equivalents on other awards are subject to the same vesting requirements (both time-vesting and performance-vesting) as the underlying units or shares.

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Director Limits. The Amended and Restated Plan contains annual limits on the amount of awards that may be granted to non-employee directors.

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Summary of the Amended and Restated Plan

The following summary of the Amended and Restated Plan does not purport to be a complete description of all of the provisions of the Amended and Restated Plan. It is qualified in its entirety by reference to the complete text of the Amended and Restated Plan which is attached to this proxy statement as Appendix D.

Eligibility

Awards may be granted under the Amended and Restated Plan to officers, employees, and consultants of the Company and its subsidiaries and to the Company’s non-employee directors. Incentive stock options may be granted only to employees of the Company or its subsidiaries. As of March 23, 2026, our 6 non-employee directors, approximately 1,650 officers and other employees of the Company and its subsidiaries, and approximately 6 individual consultants of the Company and its subsidiaries were eligible to participate in the Amended and Restated Plan. However, in 2025, we only granted awards under the 2021 Plan to 6 non-employee directors, 25 officers and other employees of the Company and its subsidiaries, and 3 individual consultants of the Company and its subsidiaries.

Administration

The Amended and Restated Plan is administered by the Compensation Committee (the “Committee”). The Committee, in its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted, and the terms of such awards. The Committee may delegate certain of its award authority to the extent permitted by applicable law. The Committee may amend, modify, or supplement the terms of any outstanding award including the authority, in order to effectuate the purposes of the Plan, to modify awards to foreign nationals or individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom.

Number of Authorized Shares

The current limit on the total number of shares that may be issued or delivered with respect to awards granted under the 2021 Plan (since the adoption of the plan in 2021) is the sum of (i) 5,250,000 shares, plus (ii) any shares subject to outstanding awards under the 2015 LTIP that expire, terminate, or are surrendered or forfeited for any reason without issuance of shares at any time after May 20, 2021 (the date the 2021 Plan was approved by the Company’s shareholders). As of March 23, 2026, the total share limit under the 2021 Plan was 5,615,232 shares of our common stock consisting of the fixed 5,250,000 shares plus 365,232 shares that had become available as of that date as a result of the expiration or termination of 2015 LTIP awards. As of March 23, 2026, 26,818 shares (or less than 0.02% of our common shares issued and outstanding as of that date) of the Company’s common stock then remained subject to outstanding awards granted under the 2015 LTIP and, as noted above, only 49,993 shares (or less than 0.04% of our common shares issued and outstanding as of that date) were available for new award grants under the 2021 Plan. If the Amended and Restated Plan is adopted, the total number of shares of our common stock authorized for issuance under the plan will increase by 5,000,000 shares (or approximately 3.68% of our common shares issued and outstanding as of March 23, 2026), such that the new share limit under the plan will be (i) 10,250,000 shares, plus (ii) any shares subject to outstanding awards under the 2015 LTIP that expire, terminate, or are surrendered or forfeited for any reason without issuance of shares at any time after May 20, 2021.

Currently, up to 5,250,000 shares may be delivered pursuant to incentive stock options under Section 422 of the Internal Revenue Code. The Amended and Restated Plan would also increase this limit on awards of incentive stock options by 5,000,000 shares, such that up to 10,250,000 shares may be issued under the Amended and Restated Plan pursuant to grants of incentive stock options. For purposes of clarity, any shares that are delivered pursuant to incentive stock options also count against (and are not in addition to) the aggregate share limit described above. The shares of common stock issuable under the Amended and Restated Plan consist of authorized and unissued shares, treasury shares, or shares purchased on the open market or otherwise.

The proposed amendment makes no changes to the share counting rules under the Amended and Restated Plan as previously approved by our stockholders under the 2021 Plan. If any award is canceled, terminates, expires, or lapses for any reason prior to the issuance of shares or if shares are issued under the Amended and Restated Plan and thereafter are forfeited, the shares subject to such awards and the forfeited shares will again be available for grant under the Amended and Restated Plan. In addition, the following items will not count against the aggregate number of shares of common stock available for grant under the Amended and Restated Plan:

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any award that is settled in cash rather than by issuance of shares of common stock;

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shares tendered or withheld to pay the option exercise price or tax withholding for any award; and

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awards granted in assumption of or in substitution for awards previously granted by an acquired company.

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Only the net shares issued upon exercise of a stock-settled SAR will count against the share pool.

Adjustments

In the event of any corporate event or transaction, such as any merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin off, or other distribution of stock or property of the Company, a combination or exchange of common stock, dividend in kind, or other like change in capital structure, number of outstanding shares of common stock, distribution (other than normal cash dividends) to stockholders, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of participants’ rights, will make equitable and appropriate adjustments and substitutions, as applicable, to or of the number and kind of shares subject to outstanding awards, the purchase price for such shares, the number and kind of shares available for future issuance under the Amended and Restated Plan, and other determinations applicable to outstanding awards.

Non-employee Director Award Limits

No awards may be granted under the Amended and Restated Plan during any one calendar year to a non-employee director that exceed, together with any cash compensation paid to the non-employee director for service on the Board during such year, (i) $500,000 for a non-employee director not serving as the Chairman, and (ii) $750,000 for a non-employee director serving as the Chairman, in either case based on the grant date fair value for accounting purposes in the case of stock options or SARs and based on the fair market value of the common stock underlying the award on the grant date for other equity-based awards. For clarity, this limit does not apply to, and will be determined without taking into account, (i) any award granted to an individual who, on the grant date of the award, is an officer or employee of the Company or one of its subsidiaries, (ii) any award granted for consulting services, (iii) any incremental fair value resulting from the modification of an existing award. This limit applies on an individual basis and not on an aggregate basis to all non-employee directors as a group. The Amended and Restated Plan permits the disinterested members of the Board to approve exceptions to this limit for one or more individual non-employee directors in extraordinary circumstances.

Types of Awards

The Amended and Restated Plan permits the granting of any or all of the following types of awards:

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Stock Options. Stock options entitle the holder to purchase a specified number of shares of common stock at a specified price (the exercise price), subject to the terms and conditions of the stock option grant. The Committee may grant either incentive stock options, which must comply with Section 422 of the Internal Revenue Code, or non-qualified stock options. The Committee sets the exercise prices and terms, except that stock options must be granted with an exercise price not less than 100% of the fair market value of the common stock on the date of grant (excluding stock options granted in connection with assuming or substituting stock options in acquisition transactions). Unless the Committee determines otherwise, fair market value means, as of a given date, the closing price of the common stock. At the time of grant, the Committee

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Stock Appreciation Rights (SARs). The Committee may grant SARs, as a right in tandem with the number of shares underlying stock options granted under the Amended and Restated Plan or as a freestanding award. Upon exercise, SARs entitle the holder to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over the grant price of the SAR. The grant price of a tandem SAR is equal to the exercise price of the related stock option and the grant price for a freestanding SAR is determined by the Committee in accordance with the procedures described above for stock options. Exercise of a SAR issued in tandem with a stock option will reduce the number of shares underlying the related stock option to the extent of the SAR exercised. The term of a freestanding SAR cannot exceed 10 years, and the term of a tandem SAR cannot exceed the term of the related stock option.

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Restricted Stock, Restricted Stock Units and Other Stock-Based Awards. The Committee may grant awards of restricted stock, which are shares of common stock subject to specified restrictions, and restricted stock units, which represent the right to receive shares of the common stock in the future. These awards may be made subject to repurchase, forfeiture or vesting restrictions at the Committee’s discretion. The restrictions may be based on continuous service with our company or the attainment of specified performance goals, as determined by the Committee. Stock units may be paid in stock or cash or a combination of stock and cash, as determined by the Committee. The Committee may also grant other types of equity or equity-based awards subject to the terms of the Amended and Restated Plan and any other terms and conditions determined by the Committee.

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Performance Awards. The Committee may condition the grant, exercise, vesting, or settlement of any award on such performance conditions as it may specify. We refer to these awards as “performance awards.” The Committee may select such business criteria or other performance measures as it may deem appropriate in establishing any performance conditions. Business criteria include, but are not limited to, any of the following: (i) total sales, (ii) sales growth (with or excluding acquisitions), (iii) revenue-based measures for particular products, product lines, or product groups, (iv) income, (v) earnings per share of common stock, (vi) earnings before interest and taxes, (vii) earnings before interest, taxes, depreciation, and amortization, (viii) free cash flow, (ix) return on equity, assets, investment, invested capital, capital, total or net capital employed, or sales (pre or post-tax), (x) cash flow return on investment, (xi) total shareholder return, (xii) stock price increases, (xiii) total business return, (xiv) economic value added or similar “after cost of capital” measures, (xv) return on sales or margin rate, in total or for a particular product, product line, or product group, (xvi) working capital (or any of its components or related metrics), (xvii) working capital improvement, (xviii) market share, (xix) measures of customer satisfaction (including survey results or other measures of satisfaction), (xx) safety (determined by reference to recordable or lost time rates, first aids, near misses, or a combination of two or more such measures or other measures), (xxi) measures of operating efficiency such as productivity, cost of non-conformance, cost of quality, on time delivery, and efficiency ratio, and (xxii) strategic objectives with specifically identified areas of emphasis such as cost reduction, acquisition assimilation synergies, acquisitions, or organization restructuring. Business criteria may include any derivations of those listed above (e.g., income shall include pre-tax income, net income, operating income, etc.).

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No Repricing

Without stockholder approval, the Committee is not authorized to (i) lower the exercise or grant price of a stock option or SAR after it is granted, except in connection with certain adjustments to our corporate or capital structure permitted by the Amended and Restated Plan, such as stock splits, (ii) take any other action that is treated as a repricing under generally accepted accounting principles, or (iii) cancel a stock option or SAR at a time when its exercise or grant price exceeds the fair market value of the underlying stock, in exchange for cash, another stock option or SAR, restricted stock, restricted stock units, or other equity award unless the cancellation and exchange occur in connection with a change in capitalization or other similar change.

Clawback

Any award agreement may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a participant engages in certain detrimental activity. In addition, any award agreement or such clawback policy may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any common stock issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the SEC or any national securities exchange or national securities association on which the Company’s common stock may be traded. In that regard, awards to our executive officers are subject to the Company’s Dodd-Frank Clawback Policy adopted effective as of October 2, 2023.

Transferability

Awards are not transferable other than by will or the laws of descent and distribution, except that in certain instances transfers may be made to or for the benefit of designated family members of the participant for no value.

Corporate Transactions and Change in Control

If the Company is a party to a merger, reorganization, consolidation, share exchange, transfer of assets or other transaction having similar effect involving the Company, outstanding awards will be subject to the agreement governing the transaction. Upon a change in control of the Company, the Committee may make such provisions as it deems appropriate with respect to outstanding awards under the Amended and Restated Plan. “Change in control” is defined under the Amended and Restated Plan and requires consummation of the applicable transaction.

Term, Termination and Amendment of the Amended and Restated Plan

Unless earlier terminated by our Board of Directors, the 2021 Plan is currently scheduled to terminate, and no further awards may be granted, after March 28, 2031. If shareholders approve the Amended and Restated Plan, the term will be extended until March 12, 2036. Our Board may amend, suspend, or terminate the Amended and Restated Plan at any time, except that, if required by applicable law, regulation, or stock exchange rule, stockholder approval will be required for any amendment. The amendment, suspension, or termination of the Amended and Restated Plan or the amendment of an outstanding award generally may not, without a participant’s consent, materially impair the participant’s rights under an outstanding award.

New Plan Benefits

The Company has not approved any awards that are conditioned upon stockholder approval of the Amended and Restated Plan. The Company is not currently considering any other specific award grants under the Amended and Restated Plan, other than the annual grants of stock awards to our non-employee directors described in the following paragraph. If the Amended and Restated Plan had been in existence in fiscal 2025, the Company expects that its award grants for fiscal 2025 would not have been substantially different from those actually made in that year under the Amended and Restated Plan prior to the Amended and Restated Plan. For information regarding stock-based awards granted to the Company’s named executive officers during fiscal 2025, see the material under the heading “Compensation Discussion and Analysis” and “Compensation of Named Executive Officers” below.

As described under “Director Compensation” above, under our current compensation policy for non-employee directors, each non-employee director receives an annual stock award, with the number of shares subject to each award to be determined by dividing $95,000 by the closing price of our common stock on the grant date. Assuming, for illustrative purposes only, that the price of the common stock used for the conversion of the dollar amount set forth above into shares is $14.08 (the closing price of our common stock on March 23, 2026), the number of shares that would be allocated to the Company’s six non-employee directors as a group pursuant to the annual grant formula over the remaining term of the plan is approximately 404,830 This figure represents the aggregate number of shares that would be subject to the annual grants under the director equity grant program for calendar years 2026 through 2036 (the ten remaining years in the term of the Amended and Restated Plan) based on that assumed stock price. This calculation also assumes that there are no new eligible directors, there continue to be six eligible directors seated and there are no changes to the awards granted under the director equity grant program.

Additional Data

The following paragraphs include additional information to help you assess the potential dilutive impact of the Company’s equity awards and the Amended and Restated Plan.

“Overhang” refers to the number of shares of the Company’s common stock that are subject to outstanding awards or remain available for new award grants. The following table shows the total number of shares of the Company’s common stock that were subject to outstanding restricted stock and restricted stock unit awards granted under the 2015 LTIP and 2021 Plan, that were subject to outstanding stock options and SARs granted under the 2015 LTIP and 2021 Plan, and that were then available for new award grants under the 2015 LTIP and 2021 Plan as of December 31, 2025 and as of March 23, 2026. In this Amended and Restated Plan proposal, the number of shares of the Company’s common stock subject to restricted stock and restricted stock unit awards granted during any particular period or outstanding on any particular date is presented based on the actual number of shares of the Company’s common stock covered by those awards. As to the number of shares of the Company’s common stock subject to restricted stock and restricted stock unit awards outstanding on any particular date, the information is presented including the crediting of dividend equivalents on the awards through that date, to the extent the dividend equivalents are payable in shares of common stock.

As of December 31, 2025

As of March 23, 2026

The weighted-average number of shares of the Company’s common stock issued and outstanding in each of the last three fiscal years was 89,011,410 shares issued and outstanding in 2023; 91,716,626 shares issued and outstanding in 2024; and 105,421,304 shares issued and outstanding in 2025. The number of shares of the Company’s common stock issued and outstanding as of December 31, 2025 and March 23, 2026 was 130,447,105 and 135,741,811 shares, respectively.

“Burn rate” refers to the number of shares that are subject to awards that we grant over a particular period of time. The total number of shares of the Company’s common stock subject to awards that the Company granted under the 2015 LTIP and 2021 Plan in each of the last three fiscal years, and to date (as of March 23, 2026) for 2025, are as follows:

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552,559 shares in 2023 (which was 0.62% of the weighted-average number of shares of the Company’s common stock issued and outstanding in 2023), all of which were subject to restricted stock and restricted stock unit awards granted, under the 2021 Plan; and

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1,658,926 shares in 2024 (which was 1.81% of the weighted-average number of shares of the Company’s common stock issued and outstanding in 2024), all of which were subject to restricted stock and restricted stock unit awards granted, under the 2021 Plan.

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1,808,353 shares in 2025 (which was 1.72% of the weighted-average number of shares of the Company’s common stock issued and outstanding in 2025), all of which were subject to restricted stock and restricted stock unit awards granted, under the 2021 Plan.

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683,021 shares in 2026 through March 23, 2026 (which was 0.51% of the number of shares of the Company’s common stock issued and outstanding on March 23, 2026), all of which were subject to restricted stock and restricted stock unit awards granted, under the 2021 Plan.

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Thus, the total number of shares of the Company’s common stock subject to awards granted under the 2015 LTIP and 2021 Plan per year over the last three fiscal years (2023, 2024 and 2025) has been, on average, 1.38% of the weighted-average number of shares of the Company’s common stock issued and outstanding for the corresponding year. Performance-based vesting awards have been included above in the year in which the award was granted, assuming maximum performance.

The total number of shares of our common stock that were subject to awards granted under the 2015 LTIP and 2021 Plan that terminated or expired, respectively, in each of the last three fiscal years, and to date (as of March 23, 2026) in 2026, are as follows: 188,823 in 2023, 659,970 in 2024, 230,132 in 2025 and 7,923 to date (as of March 26, 2026) in 2026. Shares subject to 2021 Plan awards that terminated or expired, or were withheld to cover tax withholding obligations arising with respect to the award, and became available for new award grants under the 2021 Plan, as the case may be, have been included when information is presented in this Amended and Restated Plan proposal on the number of shares available for new award grants under the Amended and Restated Plan.

The Compensation Committee anticipates that the 5,000,000 additional shares requested under the Amended and Restated Plan, when taken into account with the shares currently available under the 2021 Plan (assuming usual levels of shares becoming available for new awards as a result of forfeitures of outstanding awards), will provide the Company with flexibility to continue to grant equity awards under the Amended and Restated Plan until 2029 (reserving sufficient shares to cover potential payment of performance-based awards at maximum payment levels). However, this is only an estimate, in the Company’s judgment, based on current circumstances. The total number of shares that are subject to the Company’s award grants in any one year or from year-to-year may change based on a number of variables, including, without limitation, the value of the Company’s common stock (since higher stock prices generally require that fewer shares be issued to produce awards of the same grant date fair value), changes in competitors’ compensation practices or changes in compensation practices in the market generally, changes in the number of employees, changes in the number of directors and officers, whether and the extent to which vesting conditions applicable to equity-based awards are satisfied, acquisition activity and the need to grant awards to new employees in connection with acquisitions, the need to attract, retain and incentivize key talent, the type of awards the Company grants, and how the Company chooses to balance total compensation between cash and equity-based awards.

The closing price of a share of our common stock as of March 23, 2026 was $14.08.

Aggregate Past Grants Under the 2021 Plan

As of March 23, 2026, awards covering a total of 7,408,348 shares of our common stock had been granted under the 2021 Plan since its adoption in 2021, distributed as shown in the table below. This number of shares includes shares subject to awards that expired or terminated without having been exercised or paid and became available for new award grants under the plan, as well as shares that were withheld to cover the exercise price or tax withholding obligations in connection with an award and became available for new award grants under the plan. This number of shares, as well as the number of shares subject to past awards in the table below, is presented as to performance-based vesting awards based on the maximum number of shares subject to the award.

Each of the directors named in the table above, and Mr. Young, is a nominee for election as a director. No associate of any of our NEOs or non-employee directors has received an award under the 2021 Plan.

Equity Compensation Plan Information

The Company currently maintains two equity compensation plans: the 2021 Plan and the 2015 LTIP, each of which was approved by the Company’s stockholders. Stockholders are also being asked to approve the Amended and Restated Plan to increase the number of shares available for future grants under the plan, as described above. No new awards may be granted under the 2015 LTIP.

The following table sets forth, for the 2021 Plan and the 2015 LTIP, the number of shares of common stock subject to outstanding awards, the weighted-average exercise price of outstanding options and SARs, and the number of shares remaining available for future award grants as of December 31, 2025.

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The number of securities included within this column includes 2,621,352 shares subject to restricted stock unit awards which are not considered in determining the weighted-average exercise price of $63.57 included above.

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All of the securities disclosed in this column are available for future under the 2021 Plan. This table does not reflect the additional shares that will be available under the 2021 Plan, if stockholders approve this Proposal 7. The shares available for awards under the 2021 Plan, include stock options, stock appreciation rights, restricted stock and stock unit awards, stock bonuses and other stock-based awards.

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Federal Income Tax Information

The following is a brief summary of the U.S. federal income tax consequences of the Amended and Restated Plan generally applicable to our company and to participants in the Amended and Restated Plan who are subject to U.S. federal taxes. The summary is based on the Internal Revenue Code, applicable Treasury Regulations and administrative and judicial interpretations, each as in effect on the date of this proxy statement, and is subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax consequences or the consequences of any state, local or foreign tax laws.

Nonqualified Stock Options. A participant generally will not recognize taxable income upon the grant or vesting of a nonqualified stock option with an exercise price at least equal to the fair market value of our common stock on the date of grant and no additional deferral feature. Upon the exercise of a nonqualified stock option, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the stock option on the date of exercise and the exercise price of the stock option. When a participant sells the shares, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the greater of the fair market value of the shares on the exercise date or the exercise price of the stock option.

Incentive Stock Options. A participant generally will not recognize taxable income upon the grant of an incentive stock option. If a participant exercises an incentive stock option during employment or within three months after employment ends (12 months in the case of permanent and total disability), the participant will not recognize taxable income at the time of exercise for regular U.S. federal income tax purposes (although the participant generally will have taxable income for alternative minimum tax purposes at that time as if the stock option were a nonqualified stock option). If a participant sells or otherwise disposes of the shares acquired upon exercise of an incentive stock option after the later of 1) one year from the date the participant exercised the option, and 2) two years from the grant date of the stock option, the participant generally will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the disposition and the exercise price of the stock option. If a participant sells or otherwise disposes of shares acquired upon exercise of an incentive stock option before these holding period requirements are satisfied, the disposition will constitute a “disqualifying disposition,” and the participant generally will recognize taxable ordinary income in the year of disposition equal to the excess of the fair market value of the shares on the date of exercise over the exercise price of the stock option (or, if less, the excess of the amount realized on the disposition of the shares over the exercise price of the stock option). The balance of the participant’s gain on a disqualifying disposition, if any, will be taxed as short-term or long-term capital gain, as the case may be.

With respect to both nonqualified stock options and incentive stock options, special rules apply if a participant uses shares of common stock already held by the participant to pay the exercise price or if the shares received upon exercise of the stock option are subject to a substantial risk of forfeiture by the participant.

Stock Appreciation Rights. A participant generally will not recognize taxable income upon the grant or vesting of a SAR with a grant price at least equal to the fair market value of our common stock on the date of grant and no additional deferral feature. Upon the exercise of a SAR, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the SAR on the date of exercise and the grant price of the SAR.

Restricted Stock Awards, Restricted Stock Units, and Performance Awards. A participant generally will not have taxable income upon the grant of restricted stock, restricted stock units or performance awards. Instead, the participant will recognize ordinary income at the time of vesting or payout equal to the fair market value (on the vesting or payout date) of the shares or cash received minus any amount paid. For restricted stock only, a participant may instead elect to be taxed at the time of grant.

Other Stock-Based Awards. The U.S. federal income tax consequences of other stock-based awards will depend upon the specific terms of each award.

Tax Consequences to the Company. In the foregoing cases, we generally will be entitled to a deduction at the same time, and in the same amount, as a participant recognizes ordinary income, subject to certain limitations imposed under the Internal Revenue Code, such as the $1 million deduction limit under Internal Revenue Code Section 162(m) (applicable to compensation paid to certain covered employees).

Section 409A. We intend that awards granted under the Amended and Restated Plan comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code, but make no representation or warranty to that effect.

Tax Withholding. We are authorized to deduct or withhold from any award granted or payment due under the Amended and Restated Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. The Amended and Restated Plan permits withholding obligations to be satisfied through share withholding at up to maximum statutory rates. We are not required to issue any shares of common stock or otherwise settle an award under the Amended and Restated Plan until all tax withholding obligations are satisfied.

Our Board unanimously recommends that stockholders vote “FOR” the Amended and Restated 2021 Long-Term Incentive Plan. Approval of this proposal requires the affirmative vote of a majority of the shares cast on the matter. Abstentions are considered as votes cast and, as a result, will have the effect of an “AGAINST” vote. In general, brokers do not have discretionary authority on proposals relating to equity compensation plans. Therefore, absent instructions from you, your broker may not vote our shares on this proposal. Broker non-votes will have no effect on the vote on this proposal.

All members of our Board and all of our executive officers are eligible for awards under the 2021 Plan and thus have a personal interest in the approval of the 2021 Plan proposal.