Babcock & Wilcox Enterprises, Inc.

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There can be no assurance that our efforts to improve our financial position will be successful or that we will be able to obtain additional capital or refinance any of our debt in the future on commercially reasonable terms or at all.

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In January 2024, we entered into a Credit Agreement, as described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of our Annual Report for fiscal year 2024 filed with the SEC on March 31, 2024, which has been amended from time to time. The Ninth Amendment provides that the maturity date of the Credit Agreement remains January 18, 2027, provided that by November 30, 2026, the 6.50% Senior Notes have not been repaid, defeased, or otherwise satisfied in full or refinanced, or the maturity date has not otherwise been extended to a date on or after July 18, 2027, then November 30, 2026.

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In May 2025, we completed privately negotiated exchange transactions related to our 6.50% Senior Notes and 8.125% Senior Notes (together, the "2026 Notes") in which we issued 8.75% Senior Notes as consideration of the cancellation of approximately $48 million aggregate principal amount of the 6.50% Senior Notes and approximately $84 million aggregate principal amount of the 8.125% Senior Notes for approximately $101 million aggregate principal amount of newly-issued 8.75% Senior Notes. In August 2025, we completed a cash tender offer for the remaining 2026 Notes that we have outstanding with $5.6 million of the 8.125% Senior Notes and $2.7 million of the 6.50% Senior Notes validly tendered and not validly withdrawn, as well as a privately negotiated exchange transaction related to the 2026 Notes in which we issued the 8.75% Senior Notes as consideration of the cancellation of approximately $5 million aggregate principal amount of the 8.125% Senior Notes and approximately $10 million aggregate principal amount of the 6.50% Senior Notes. In October 2025, we completed the redemption of $70 million of the 8.125% Senior Notes.

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Although we have amended the terms of and refinanced our debt in the past, there can be no assurance that our efforts to improve our financial position will be successful or that we will be able to obtain additional capital or refinance any of our debt in the future on commercially reasonable terms or at all. If we are unable to do so on commercially reasonable terms or at all, it may materially and adversely affect our reputation, liquidity, business, financial condition or results of operations, we may breach our obligations under such debt and it may be necessary for us to reorganize, including through bankruptcy proceedings.

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Growth of the data center market is difficult to project and may not be sustained, and we may not be successful in achieving our growth, revenue, or profitability objectives in the future related to it.

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The increasing use and development of artificial intelligence has created significant demand for power generation; however, the growth and development of this rapidly evolving industry is difficult to project. Our expectations regarding this market may not prove to be accurate or the market may not be sustainable. Our operating results may fluctuate moving forward as we develop this business. Our expectations around growth for this market may also place significant demands on our management team and require significant capital investment as well as other resources. We may not be able to address these challenges in a cost-effective manner or at all, which could have an impact on our future objectives for growth, revenue, or profitability as well as our financial results and operations.