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Babcock & Wilcox Enterprises, Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

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About this filing

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.

Sep 30, 2026 · Filed Nov 9, 2026

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.001-36876

(Exact name of registrant as specified in its charter)

Delaware47-2783641
(State or other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
Akron, Ohio44305
(Address of Principal Executive Offices)(Zip Code)

Registrant's Telephone Number, Including Area Code:(330) 753-4511

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueBWNew York Stock Exchange
7.75% Series A Cumulative Perpetual Preferred StockBW PRANew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No☒

The number of shares of the registrant's common stock outstanding at November 3, 2026 was 145,446,002.

TABLE OF CONTENTS

PAGE
Cautionary Statement Concerning Forward-Looking Information4
PART I - FINANCIAL INFORMATION
Item 1.Condensed Consolidated Financial Statements5
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited)6
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited)7
Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 (Unaudited)8
Condensed Consolidated Statements of Stockholders' Equity (Deficit) for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited)9
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (Unaudited)11
Notes to Condensed Consolidated Financial Statements (Unaudited)13
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations35
Business Overview35
Results of Operations – Three and Nine Months Ended September 30, 2026 and 202536
Liquidity and Capital Resources42
Critical Accounting Policies and Estimates43
Item 3.Quantitative and Qualitative Disclosures about Market Risk44
Item 4.Controls and Procedures44
PART II - OTHER INFORMATION
Item 1.Legal Proceedings45
Item 1A.Risk Factors45
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds45
Item 5.Other Information46
Item 6.Exhibits46
SIGNATURES48

Definitions

In this Quarterly Report on Form 10-Q, or this "Quarterly Report", unless the context otherwise indicates, "B&W," "we," "us," "our" or the "Company" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiaries. Unless otherwise noted, discussion of our business and results of operations in this Quarterly Report on Form 10-Q refers to our continuing operations.

Abbreviation or acronymTerm
6.50% Senior Notes6.50% Senior Notes due December 31, 2026 issued by Babcock & Wilcox Enterprises, Inc. in 2021, fully redeemed as of August 31, 2026
8.125% Senior Notes8.125% Senior Notes due February 28, 2026 issued by Babcock & Wilcox Enterprises, Inc. in 2021, fully redeemed as of December 31, 2025
8.75% Senior Notes8.75% Senior Secured Notes due June 30, 2030 issued by Babcock & Wilcox Enterprises, Inc. in 2025
AgentsCollectively, B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC
2025 AgentsCollectively, B. Riley Securities, Inc. and Lake Street Capital Markets, LLC
AIArtificial intelligence
AOCIAccumulated Other Comprehensive Income (loss)
Applied DigitalApplied Digital Corporation
ASCAccounting Standards Codification
ASHAllen-Sherman-Hoff Division
ASUAccounting Standards Update
AxosAxos Bank, an affiliate of Axos Financial, Inc.
Base ElectronBase Electron, Inc.
B&W SolarBabcock & Wilcox Solar Energy, Inc., formerly known as Fosler Construction Company, Inc.
B. RileyBRC Group Holdings, Inc. and its affiliates, a related party
BWRSBabcock & Wilcox Renewable Service A/S
CODMChief Operating Decision Maker, who is our Chief Executive Officer
Credit AgreementCredit Agreement between us, with certain of our subsidiaries as guarantors, the lenders party thereto from time to time and Axos Bank, as administrative agent, swingline lender and letter of credit issuer on January 18, 2024 (as amended from time to time)
Credit FacilityRevolving credit facility
CTACurrency translation adjustment
Diamond PowerDiamond Power International, LLC
EBITDAEarnings before interest, taxes, depreciation and amortization
Exchange ActThe Securities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
GAAPGenerally Accepted Accounting Principles in the United States of America
GMABBabcock & Wilcox Vølund AB f/k/a Gӧtaverken Miljӧ AB
MTMMark-to-Market
NOLNet operating losses
NYSENew York Stock Exchange
PBGCPension Benefit Guaranty Corporation
Preferred Stock7.75% Series A Cumulative Perpetual Preferred Stock
Sales AgreementSales agreement with B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC
2025 Sales AgreementSales agreement with B. Riley Securities, Inc. and Lake Street Capital Markets, LLC
SECUnited States Securities and Exchange Commission
Securities ActThe Securities Act of 1933, as amended
Abbreviation or acronymTerm
Senior Notes Due 2026Collectively, the 8.125% Senior Notes due February 28, 2026 and the 6.50% Senior Notes due December 31, 2026. The 8.125% Senior Notes were fully redeemed as of December 31, 2025 and the 6.50% Senior Notes were fully redeemed as of August 31, 2026
SG&ASelling, general and administrative expenses
SOFRThe Secured Overnight Financing Rate
SPIGSPIG S.p.A
ContentsView on SEC.gov

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