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Babcock & Wilcox Enterprises, Inc.

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 11, 2025

BW$3.79+16.6%Stored close · as of Nov 9, 2026

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Item 5. Other Information

During the three months ended June 30, 2025, none of our directors or officers adopted orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

On August 5, 2025, Chris Riker announced that he is stepping down as Executive Vice President and Chief Operating Officer of the Company, effective August 31, 2025.

On August 6, 2025, the Compensation Committee (the “Committee”) of the Company’s Board of Directors, after review of total compensation benchmark data provided by third party compensation consultant Willis Towers Watson, approved certain bonus opportunities based on the Company’s sale of Diamond Power International, LLC (which closed on July 31, 2025) and certain other performance factors. To the extent an executive is eligible for such a bonus and except as the Committee may otherwise provide, the executive will earn the bonus only if the executive remains employed with the Company or one of its subsidiaries through March 31, 2028; provided that the Company may pay half of such bonus opportunities in August 2025 and half of such bonus opportunities in 2026 (subject to clawback, unless otherwise provided by the Committee, if the executive ceases to be employed with the Company or one of its subsidiaries prior to March 31, 2028). The total bonus opportunity for each of the Company’s executive officers who received such a bonus opportunity is as follows: Kenneth M.

Young, Chief Executive Officer- $2,750,000; Cameron Frymyer, Executive Vice President and Chief Financial Officer - $1,500,000; Jimmy B. Morgan, Executive Vice President and Chief Commercial Officer - $500,000; and John J. Dziewisz, Executive Vice President, General Counsel & Corporate Secretary - $500,000.

On August 8, 2025, the Company with certain subsidiaries of the Company as guarantors, the lenders party to the Credit Agreement and Axos, as administrative agent, entered into the Ninth Amendment to the Credit Agreement. Capitalized terms have the meaning as defined in the Ninth Amendment. Pursuant to the Ninth Amendment, Axos and the Lenders party to the Credit Agreement consented to amend certain provisions of the Credit Agreement to, among other things, (i) allow an add-back of up to $17 million for Waste to Energy Project losses currently reported in Discontinued Operations to the Adjusted EBITDA calculation used in the debt covenant ratios, (ii) allow an add-back of up to $40 million for the Capital Expenditures calculation used in the debt covenant ratios, (iii) defer the increase of the minimum Fixed Charge Coverage ratio debt covenant to 1.05 until after December 31, 2026, and (iv) change the maturity date to November 30, 2026 from September 30, 2026.

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