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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-15 · 172 added, 94 removed, 367 unchanged (42% of the section changed)

11 unchanged sentences

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We have determined certain control deficiencies exist as of December 31, 2023 in three components of internal control based on criteria established in the 2013 Framework, as follows:

We have determined certain control deficiencies exist as of December 31, 2024 in five components of internal control based on criteria established in the 2013 Framework, as follows:

Control Environment

We did not maintain an effective control environment based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the Control Environment component of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

We did not maintain an effective control environment based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the control environment of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, we failed to maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including those involving complex and/or non-routine transactions.

Further, we failed to adequately train our employees timely on business processes and controls and failed to hold personnel accountable for internal control responsibilities.

The control deficiencies noted above contributed to control deficiencies in the control activities and monitoring components of the 2013 Framework.

Further, we failed to adequately train their employees timely on business processes and controls and failed to hold personnel accountable for internal control responsibilities.

The control deficiencies noted above contributed to control deficiencies in the control activities, information and communication and monitoring components of the 2013 Framework.

Risk Assessment

We did not maintain an effective risk assessment based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the risk assessment of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, we did not conduct an effective risk assessment process to identify and evaluate at a sufficient level of detail all relevant risks.

Control Activities

We did not maintain effective control activities based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the Control Activities component of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, processes and/or controls regarding the preparation and independent review of account reconciliations, including in the area of contract accounting, or related financial statement analysis prepared in conformity with GAAP were not performed or were not performed timely.

We did not maintain effective control activities over complex and/or non-routine transactions.

Additionally, we did not have sufficient control activities designed and implemented to restrict technology access rights to a level commensurate with job responsibilities for certain authorized users.

We did not maintain control activities over user access to technology at one international component.

We did not maintain control activities to ensure that appropriate segregation of duties is maintained.

Further, our control activities over the review and approval of manual journal entries were not designed and implemented to be performed at an appropriate level of detail or by appropriate individuals within the corporate accounting function.

We did not maintain effective monitoring activities based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the Monitoring component of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

We did not maintain effective control activities based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the control activities of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, processes and controls regarding the preparation and independent review of account reconciliations, including in the area of contract accounting, or related financial statement analysis prepared in conformity with GAAP were not performed or were not performed timely.

We did not maintain effective

control activities over complex and/or non-routine transactions.

We did not have sufficient control activities designed and implemented to restrict technology access rights to a level commensurate with job responsibilities for certain authorized users and we did not maintain control activities over user access to technology at one component.

Additionally, we did not maintain control activities to ensure that appropriate segregation of duties is maintained.

Further, our control activities over the review and approval of manual journal entries were not designed and implemented to be performed at the appropriate level of detail or by appropriate individuals within the corporate accounting function.

Information and Communication

We did not generate and provide quality information and communication based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the information and communication of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, we did not have sufficient control activities designed and implemented to generate relevant quality information and did not establish communication protocols to support the functioning of internal controls.

We did not design and implement effective monitoring activities based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the monitoring of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, we did not develop and perform ongoing evaluations to ascertain whether the components of internal control were present and functioning.

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Our remediation plan includes the following:

• hired and are continuing to hire professionals with the appropriate skills to perform control activities, including those involving complex and/or non-routine transactions;

• hired and are continuing to hire professionals with the appropriate skills to perform control activities, including those involving complex and/or non-routine transactions including a new Corporate controller and a global tax director;

• augmented our internal resources by employing several consultants with deep experience in accounting and financial reporting and we plan to continue to utilize these resources until we add personnel to our staff mentioned above;

8 unchanged sentences

The material weaknesses will not be considered remediated until the new and redesigned controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We believe the above measures will remediate the control deficiencies identified and strengthen our internal control over financial reporting.

We believe the

above measures will remediate the control deficiencies identified and strengthen our internal control over financial reporting.

As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weaknesses, we may determine that additional measures or time are required to address the control deficiencies or that we need to modify or otherwise adjust the remediation measures described above.

6 unchanged sentences

We have audited the internal control over financial reporting of Babcock & Wilcox Enterprises, Inc.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), the “2013 Framework”.

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 15, 2024 , expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 31, 2025 , expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s ability to continue as a going concern.

Basis for Opinion

10 unchanged sentences

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

3 unchanged sentences

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following control deficiencies constitute material weaknesses, either individually or in the aggregate and are included in management's assessment:

The following material weaknesses have been identified and included in management's assessment:

Control Environment

The Company did not maintain an effective control environment based on the criteria established in the 2013 Framework and identified deficiencies in the principles associates with the control environment of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

The Company did not maintain an effective control environment based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the control environment of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, the Company failed to maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including those involving complex and/or non-routine transactions.

Further, the Company failed to adequately train their employees timely on business processes and controls and failed to hold personnel accountable for internal control responsibilities.

The control deficiencies noted above contributed to control deficiencies in the control activities, information and communication and monitoring components of the 2013 Framework.

Risk Assessment

The Company did not maintain an effective risk assessment based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the risk assessment of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, the Company did not conduct an effective risk assessment process to identify and evaluate at a sufficient level of detail all relevant risks.

Control Activities

The Company did not maintain effective control activities based on the criteria established in the 2013 Framework and identified deficiencies in the principles associates with the control activities of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

The Company did not maintain effective control activities based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the control activities of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

The Company did not maintain effective control activities over complex and/or non-routine transactions.

Additionally, the Company did not have sufficient control activities designed and implemented to restrict technology access rights to a level commensurate with job responsibilities for certain authorized users.

The Company did not maintain control activities over user access to technology at one international component.

The Company did not maintain control activities to ensure that appropriate segregation of duties is maintained.

The Company did not have sufficient control activities designed and implemented to restrict technology access rights to a level commensurate with job responsibilities for certain authorized users and the Company did not maintain control activities over user access to technology at one component.

Additionally, the Company did not maintain control activities to ensure that appropriate segregation of duties is maintained.

Further, control activities over the review and approval of manual journal entries were not designed and implemented to be performed at the appropriate level of detail or by appropriate individuals within the corporate accounting function.

The Company did not design and implement effective monitoring activities based on the criteria established in the 2013 Framework and identified deficiencies in the principles associates with the monitoring of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Information and Communication

The Company did not generate and provide quality information and communication based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the information and communication of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, the Company did not have sufficient control activities designed and implemented to generate relevant quality information and did not establish communication protocols to support the functioning of internal controls.

The Company did not design and implement effective monitoring activities based on the criteria established in the 2013 Framework and identified deficiencies in the principles associated with the monitoring of the 2013 Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, the Company did not develop and perform ongoing evaluations to ascertain whether the components of internal control were present and functioning.

Further, the Company did not monitor the transition of control activities during employee changes.

The material weaknesses described above contributed to accounting errors identified and corrected throughout 2024 and contributed to the potential for there to have been material accounting errors in substantially all financial statement account balances and disclosures that would not have been prevented or detected on a timely basis.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

3 unchanged sentences

Other Information

As discussed in Note 25 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, on March 15 2024, we entered into Amendment No.

4 to the Reimbursement Agreement (the "Fourth Amended Reimbursement Agreement"), which modified certain financial maintenance covenants for future periods beginning with the fiscal quarter ended on December 31, 2023.

The Fixed Charge Coverage Ratio was amended to 0.93 to 1.0 for the fiscal quarter ending December 31, 2023, 0.82 to 1.0 for the fiscal quarter ending March 31, 2024, 0.90 to 1.0 for the fiscal quarter ending June 30, 2024, 0.95 to 1.0 for the fiscal quarter ending September 30, 2024, 1.1 to 1.0 for the fiscal quarter ending December 31, 2024, and 1.25 to 1.0 for the fiscal quarter ending March 31, 2025 and thereafter.

The Senior Net Leverage Ratio condition to payment of any Permitted Restricted Payments, as defined in the Fourth Amended Reimbursement Agreement, was amended to 1.45 to 1.0 for the four quarter fiscal measurement period ending as of December 31, 2023 and 1.25 to 1.0 thereafter.

The Fourth Amended Reimbursement Agreement also amends the minimum cash flow covenants set forth in the Reimbursement Agreement to no less than $10.0 million as of December 31, 2023 (for the preceding fiscal quarter), no less than $15.0 million as of December 31, 2024 (for the preceding fiscal year), and no less than $25.0 million as of December 31 of each fiscal year thereafter.

The Applicable Margin with respect to Delayed Draw Term Loans and Cash Collateral Commitment Fees will increase by an additional 0.50% on each of April 30, 2024, July 1, 2024, October 1, 2024, January 1, 2025 and April 1, 2025 in each case if the Obligations are in excess of $15 million on the applicable date.

We paid an amendment fee of $0.4 million to MSD in consideration of the Fourth Amended Reimbursement Agreement.

The foregoing description is qualified in its entirety by the complete text of the Fourth Amended Reimbursement Agreement, which is attached to this Annual Report as Exhibit 10.68.

Sixth Amendment to Credit Agreement

On March 25, 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 Sixth Amendment to the Credit Agreement.

The Sixth Amendment, among other things:

(i) authorizes 2025 Specified Dispositions subject to satisfaction of the conditions under the agreement;

(ii) increased the inventory valuation percentage as part of the Borrowing Base calculation;

(iii) lowers the minimum liquidity covenant level to $ 20.0 million;

and (iv) acknowledges the Annual Report may be qualified as a going concern opinion for the year ended December 31, 2024.

Insider Trading Arrangements

During the three months ended December 31, 2024, none of our directors or officers adopted or terminated 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required to be furnished by this item will be set forth in the Proxy Statement for our 2024 Annual Meeting of Stockholders under the headings "Election of Directors," "Section 16(a) Beneficial Ownership Compliance," and the "Director Independence" and "Audit and Finance Committee" sections under the heading "Corporate Governance - Board of Directors and Its Committees" and is incorporated herein by reference and made a part hereof from the Proxy Statement.

The information required to be furnished by this item will be set forth in the Proxy Statement for our 2025 Annual Meeting of Stockholders under the headings "Corporate Governance" and "Delinquent Section 16(a) Reports" sections and is incorporated herein by reference and made a part hereof from the Proxy Statement.

We have adopted a Code of Business Conduct that applies to all our directors, officers, and employees.

6 unchanged sentences

Kenneth Young 61 Chairman and Chief Executive Officer

Louis Salamone 77 Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Morgan 55 Executive Vice President and Chief Operating Officer

Cameron Frymyer 49 Executive Vice President and Chief Financial Officer

Morgan 56 Executive Vice President and Chief Commercial Officer

Dziewisz 59 Executive Vice President, General Counsel and Corporate Secretary

Chris Riker 41 Senior Vice President, Thermal

Chris Riker 42 Executive Vice President and Chief Operating Officer

Kenneth Young has served as our Chief Executive Officer since November 2018 and as the Chairman of our Board of Directors since September 2020.

Young also serves as the President of B.

Riley, a provider of collaborative financial services and solutions, since July 2018, and as Chief Executive Officer of B.

Young served as the President of B.

Riley, a provider of collaborative financial services and solutions, from July 2018 to September 2024, and as Chief Executive Officer of B.

Riley’s subsidiary, B.

Riley Principal Investments, since October 2016.

Riley Principal Investments, from October 2016 to September 2024.

From August 2008 to March 2016, Mr.

Young served as the President and Chief Executive

Officer of Lightbridge Communications Corporation (f/k/a LCC International, Inc.), a provider of integrated end-to-end solutions for wireless voice and data communications networks.

Young served as the President and Chief Executive Officer of Lightbridge Communications Corporation (f/k/a LCC International, Inc.), a provider of integrated end-to-end solutions for wireless voice and data communications networks.

Young formerly served as a member of the boards of directors of Globalstar, Inc., Orion Energy Systems, Inc., Liberty Tax, Inc.

1 unchanged sentence

Riley and Standard Diversified Opportunities Inc.

Louis Salamone has served as our Executive Vice President, Chief Financial Officer and Chief Accounting Officer since August 2019.

Before that, Mr.

Salamone served as our Chief Financial Officer since February 2019.

Prior to that, Mr.

Salamone served as our Executive Vice President of Finance since November 2018.

Salamone also served as an advisor to MDx Diagnostics, LLC, a provider of medical devices, from December 2017 until February 2019.

From April 2013 until December 2017, Mr.

Salamone served as Chief Financial Officer of CityMD, an urgent care provider.

Prior to joining CityMD, Mr.

Salamone was Vice President and Chief Financial Officer of OpenPeak Inc., a provider of mobile cybersecurity solutions, from April 2009 until March 2013, and Executive Vice President and Chief Financial Officer of LCC, from June 2006 until April 2009.

Morgan has served as Chief Operating Officer of The Babcock & Wilcox Company since August 2020 and was additionally named Executive Vice President in January 2022.

He has also served as Managing Director of our Babcock & Wilcox Vølund subsidiary.

Cameron Frymyer has served as our Executive Vice President and Chief Financial Officer since January 2025.

He has also served as Senior Vice President, Business Operations, of the Company since 2023.

From 2020 to 2023, Mr.

Frymyer served as Business Segment Chief Financial Officer for The Babcock & Wilcox Company and B&W SPIG subsidiaries.

Prior to that, he was Vice President, Finance for The Babcock & Wilcox Company and B&W SPIG from 2016-2020.

Frymyer also was Vice President, Finance for the Company’s Power and Industrial Segments from 2015-2016 and Finance Director for the Company’s Power segment and Controller for the Company’s Global Power Division from 2012.

Frymyer joined the Company in 1997.

Morgan has served as our Chief Commercial Officer since January 2025.

He served as Chief Operating Officer of The Babcock & Wilcox Company beginning in August 2020 and was additionally named Executive Vice President in January 2022.

He has also served as Managing Director of the Babcock & Wilcox Vølund subsidiary.

Previously, Mr.

Morgan served as our Senior Vice President, Babcock & Wilcox from January 2019 to August 2020.

Morgan served as Senior Vice President, Babcock & Wilcox, from January 2019 to August 2020.

From December 2016 until January 2019, Mr.

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He began his career with Duke Energy.

Dziewisz served as our Executive Vice President and General Counsel since January 2022 and as our Senior Vice President and Corporate Secretary since February 2020.

He also serves as our Chief Compliance Officer.

Dziewisz has served as Executive Vice President and General Counsel since January 2022 and as Corporate Secretary since February 2020.

He also serves as Chief Compliance Officer.

Previously, Mr.

Dziewisz served as the General Counsel of The Babcock & Wilcox Company from February 2020 to January 2022, as well as our Vice President, Assistant General Counsel & Chief Compliance Officer from January 2019 to February 2020.

Dziewisz served as the Senior Vice President and General Counsel of The Babcock & Wilcox Company from February 2020 to January 2022, as well as Vice President, Assistant General Counsel and Chief Compliance Officer from January 2019 to February 2020.

From June 2013 until January 2019, Mr.

2 unchanged sentences

Dziewisz served as Managing Attorney.

Dziewisz joined us in 1997.

Chris Riker has served as Senior Vice President, Thermal since August 2022 with responsibility for our global thermal energy business.

He has also served as Senior Vice President, Global Parts and Service from 2018 to 2022, where he led us worldwide parts and services business, and Vice President, Industrial Steam Generation from 2016 to 2018 where he had responsibility over package boiler, pulp and paper and petrochemical businesses.

Prior to that, he led the Finance organization for former Global Services segment after serving as Controller for Diamond Power International, Inc.

Dziewisz joined the company in 1997.

Chris Riker has served as Executive Vice President and Chief Operating Officer since January 2025.

He has also served as Senior Vice President, Thermal since August 2022 with responsibility for the Company's global thermal energy business.

He has also served as Senior Vice President, Global Parts and Service from 2018 to 2022, where he led the worldwide parts and services business, and Vice President, Industrial Steam Generation from 2016 to 2018 where he had responsibility over the package boiler, pulp and paper and petrochemical businesses.

Prior to that, he led the Finance organization for the former Global Services segment after serving as Controller for the Company's Diamond Power International, Inc.

Chris first joined Babcock & Wilcox in the role of Manager of Internal Audit in 2010 after serving as a consultant with KPMG, LLP.

Executive Compensation

The information required by this item is incorporated by reference to the material appearing under the headings “Compensation of Directors” and “Compensation of Executive Officers” in the Proxy Statement for our 2024 Annual Meeting of Stockholders

The information required by this item is incorporated by reference to the material appearing under the headings "Compensation of Directors" and "Compensation Discussion and Analysis" in the Proxy Statement for our 2025 Annual Meeting of Stockholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

8 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

Information required by this item is incorporated by reference to the material appearing under the headings “Corporate Governance – Director Independence” and “Certain Relationships and Related Transactions” in the Proxy Statement for our Annual Meeting of Stockholders.

Information required by this item is incorporated by reference to the material appearing under the headings "Corporate Governance" and "Certain Relationships and Related Transactions" in the Proxy Statement for our 2025 Annual Meeting of Stockholders.

Principal Accountant Fees and Services

20 unchanged sentences

(incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2021 (File No.

Current Report on Form 8-K filed on March 5, 2025 (File No.

Certificate of Designations with respect to the 7.75% Series A Cumulative Perpetual Preferred Stock, dated May 6, 2021, filed with the Secretary of State of Delaware and effective on May 6, 2021 (incorporated by reference to Exhibit 3.4 to the Babcock & Wilcox Enterprises, Inc.

33 unchanged sentences

Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of June 14, 2019) (incorporated by reference to Appendix G to the Babcock & Wilcox Enterprises, Inc.

Definitive Proxy Statement filed with the Securities and Exchange Commission on May 13, 2019).

Definitive Proxy Statement filed with the Securities and Exchange Commission on May 13, 2019 (File No.

Babcock & Wilcox Enterprises, Inc.

2021 Long-Term Incentive Plan (incorporated by reference to the Babcock & Wilcox Enterprises, Inc.

2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed on May 26, 2021 (File No.

48 unchanged sentences

Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No.

Babcock & Wilcox Enterprises, Inc., Severance Plan, as revised effective June 1, 2018 (incorporated by reference to the Babcock & Wilcox Enterprises, Inc.

Babcock & Wilcox Enterprises, Inc.

Severance Plan, as revised effective June 1, 2018 (incorporated by reference to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No.

13 unchanged sentences

Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.

Registration Rights Agreement, dated as of April 30, 2019, by and among Babcock & Wilcox Enterprises, Inc., and certain investors party thereto (incorporated by reference to Exhibit 10.5 of the Babcock & Wilcox Enterprises, Inc.

Registration Rights Agreement, dated as of April 30, 2019, by and among Babcock & Wilcox Enterprises, Inc.

and certain investors party thereto (incorporated by reference to Exhibit 10.5 of the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.

23 unchanged sentences

Third Amendment to the Executive Services Agreement between Babcock & Wilcox Enterprises, Inc.

and BRPI Executive Consulting, LLC dated November 19, 2018, made and entered into as of December 29, 2023, filed herein.

and BRPI Executive Consulting, LLC dated November 19, 2018, made and entered into as of December 29, 2023 (incorporated by reference to Exhibit 10.43 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Third Amendment to Executive Employment Agreement between Babcock & Wilcox Enterprises, Inc.

4 unchanged sentences

Current Report on Form 8-K filed November 10, 2020 (File No.

Second Amendment to the Consulting Agreement between The Babcock & Wilcox Company and Henry Bartoli dated November 5, 2020, and is effective as of January 1, 2024, filed herein.

Severance and Release of Claims Agreement made between The Babcock & Wilcox Company and its parent, subsidiary, related and affiliated entities, and Joseph Buckler, signed and dated November 20, 2023, filed herein.

Settlement Agreement between Babcock & Wilcox Volund A/S and XL Insurance Company SE dated October 10, 2020 (incorporated by reference to Exhibit 10.65 of the Babcock & Wilcox Enterprises, Inc.

Second Amendment to the Consulting Agreement between The Babcock & Wilcox Company and Henry Bartoli dated November 5, 2020, effective as of January 1, 2024 (incorporated by reference to Exhibit 10.46 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Severance and Release of Claims Agreement made between The Babcock & Wilcox Company and its parent, subsidiary, and related and affiliated entities, and Joseph Buckler, signed and dated November 20, 2023 (incorporated by reference to Exhibit 10.47 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Settlement Agreement between Babcock & Wilcox Vølund A/S and XL Insurance Company SE dated October 10, 2020 (incorporated by reference to Exhibit 10.65 of the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

Exchange Agreement by and between Babcock & Wilcox Enterprises Inc.

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Amendment No.

5 to Amended and Restated Credit Agreement dated May 10, 2021 (incorporated by reference to the Babcock & Wilcox Enterprises, Inc.

5 to Amended and Restated Credit Agreement dated May 10, 2021 (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed on May 13, 2021 (File No.

Revolving Credit, Guaranty and Security Agreement, dated as of June 30, 2021, by and among Babcock & Wilcox Enterprises, Inc.

and PNC Bank, National Association, as administrative agent, lender and swing loan lender (incorporated by reference to the Babcock & Wilcox Enterprises, Inc.

and PNC Bank, National Association, as administrative agent, lender and swing loan lender (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed on July 7, 2021 (File No.

Letter of Credit Issuance and Reimbursement and Guaranty Agreement, dated as of June 30, 2021, by and among Babcock & Wilcox Enterprises, Inc.

and PNC Bank, National Association, as issuer (incorporated by reference to the Babcock & Wilcox Enterprises, Inc.

and PNC Bank, National Association, as issuer (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed on July 7, 2021 (File No.

Reimbursement, Guaranty and Security Agreement, dated as of June 30, 2021, by and among Babcock & Wilcox Enterprises, Inc.

and MSD PCOF Partners XLV, LLC, as administrative agent (incorporated by reference to the Babcock & Wilcox Enterprises, Inc.

and MSD PCOF Partners XLV, LLC, as administrative agent (incorporated by reference to Exhibit 10.3 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed on July 7, 2021 (File No.

1 unchanged sentence

Riley Financial, Inc.

in favor of MSD PCOF Partners XLV, LLC, as administrative agent (incorporated by reference to the Babcock & Wilcox Enterprises, Inc.

in favor of MSD PCOF Partners XLV, LLC, as administrative agent (incorporated by reference to Exhibit 10.4 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed on July 7, 2021 (File No.

1 unchanged sentence

1 to Revolving Credit, Guaranty and Security Agreement, dated as of August 8, 2022, by and among Babcock & Wilcox Enterprises, Inc.

and PNC Bank, National Association, as administrative agent, lender and swing loan lender, filed on Form 10-Q/A (File No.

and PNC Bank, National Association, as administrative agent, lender and swing loan lender (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2022 (File No.

Amendment No.

1 to Reimbursement, Guaranty and Security Agreement, dated as of August 8, 2022, by and among Babcock & Wilcox Enterprises, Inc.

and MSD PCOF Partners XLV, LLC, as administrative agent, filed on Form 10-Q/A (File No.

and MSD PCOF Partners XLV, LLC, as administrative agent (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2022 (File No.

Amendment No.

2 to Reimbursement, Guaranty and Security Agreement, dated as of November 8, 2022, by and among Babcock & Wilcox Enterprises, Inc.

and MSD PCOF Partners XLV, LLC, as administrative agent, filed on Form 10-K (File No.

and MSD PCOF Partners XLV, LLC, as administrative agent (incorporated by reference to Exhibit 10.79 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

Amendment No.

2 to Revolving Credit, Guaranty and Security Agreement, dated as of March 14, 2023, by and among Babcock & Wilcox Enterprises, Inc.

and PNC Bank, National Association, as administrative agent, lender and swing loan lender, filed on Form 10-K (File No.

and PNC Bank, National Association, as administrative agent, lender and swing loan lender (incorporated by reference to Exhibit 10.61 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Second Amendment to Letter of Credit Issuance and Reimbursement and Guaranty Agreement;

Partial Release of Cash Collateral;

and Agreement Regarding Revolving Credit, Guaranty and Security Agreement, dated as of November 30, 2023, filed herein.

and Agreement Regarding Revolving Credit, Guaranty and Security Agreement, dated as of November 30, 2023 (incorporated by reference to Exhibit 10.62 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Credit Agreement among Babcock & Wilcox Enterprises, Inc.

and Axos Bank, dated as of January 18, 2024, filed herein.

Security and Pledge Agreement among Babcock & Wilcox Enterprises, Inc., and Axos Bank, dated as of January 18, 2024, filed herein.

Fee Letter (Supplement to the Credit Agreement) among Babcock & Wilcox Enterprises, Inc., and Axos Bank, dated January 18, 2024, filed herein.

and Axos Bank, dated as of January 18, 2024 (incorporated by reference to Exhibit 10.63 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Security and Pledge Agreement among Babcock & Wilcox Enterprises, Inc., and Axos Bank, dated as of January 18, 2024 (incorporated by reference to Exhibit 10.64 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Fee Letter (Supplement to the Credit Agreement) among Babcock & Wilcox Enterprises, Inc.

and Axos Bank, dated January 18, 2024 (incorporated by reference to Exhibit 10.65 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Guaranty by B.

Riley Financial, Inc.

in favor of Axos Bank, in its capacity as administrative agent for the Secured Parties (as defined in the Credit Agreement) dated January 18, 2024, filed herein.

in favor of Axos Bank, in its capacity as administrative agent for the Secured Parties (as defined in the Credit Agreement) dated January 18, 2024 (incorporated by reference to Exhibit 10.66 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Fee and Reimbursement Agreement Babcock & Wilcox Enterprises, Inc.

Riley Financial, Inc., dated as of January 18, 2024, filed herein.

Riley Financial, Inc., dated as of January 18, 2024 (incorporated by reference to Exhibit 10.67 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Fourth Amendment to Reimbursement Security Agreement and Consent Letter by and among Babcock & Wilcox Enterprises, Inc., MSD PCOF Partners XLV, LLC and B.

Riley Financial, Inc., dated March 15, 2024, filed herein.

Riley Financial, Inc., dated March 15, 2024 (incorporated by reference to Exhibit 10.68 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Sales Agreement, among Babcock & Wilcox Enterprises, Inc., B.

Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed April 10, 2024 (File No.

First Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc.

and Axos Bank, dated April 30, 2024 (incorporated by reference to Exhibit 10.8 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No.

First Amendment to Fee Letter among Babcock & Wilcox Enterprises, Inc.

and Axos Bank, dated April 30, 2024 (incorporated by reference to Exhibit 10.9 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No.

Babcock & Wilcox Enterprises, Inc.

Long-Term Cash Incentive Program (incorporated by reference to Exhibit 10.4 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No.

Share Purchase Agreement by and between B&W PGG Luxembourg Finance Sárl and Hitachi Zosen Inova AG (incorporated by reference to Exhibit 10.5 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No.

Registration Rights Agreement, among Babcock & Wilcox Enterprises, Inc.

Riley Securities, Inc., dated July 11, 2024 (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No.

Second Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc.

and Axos Bank, dated July 3, 2024 (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No.

Third Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc.

and Axos Bank, dated August 7, 2024 (incorporated by reference to Exhibit 10.3 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No.

Fourth Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc.

and Axos Bank, dated November 8, 2024 (incorporated by reference to Exhibit 10.4 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No.

Fourth Amendment to Fee Letter among Babcock & Wilcox Enterprises, Inc.

and Axos Bank, dated November 8, 2024 (incorporated by reference to Exhibit 10.5 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed on September 23, 2024 (File No.

Independent Contractor Agreement, dated September 20, 2024, between Babcock & Wilcox Enterprises, Inc.

and Kenny Young (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed September 23, 2024 (File No.

Executive Employment Agreement dated November 8, 2024 between Babcock & Wilcox Enterprises, Inc.

and Kenneth Young (incorporated by reference to Exhibit 10.7 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No.

Third Amendment to the Consulting Agreement, by and between The Babcock & Wilcox Enterprises, Inc.

and Henry Bartoli, dated November 26, 2024 (incorporated by reference to Exhibit 99.1 to the Babcock & Wilcox Enterprises, Inc.

Current Report on Form 8-K filed December 2, 2024 (File No.

Advisory Services Agreement, by and between The Babcock & Wilcox Enterprise, Inc.

and B.Riley Securities, Inc, dated December 12, 2024, filed herewith (File No.

Fifth Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated February 28, 2025, filed herewith (File No.

Sixth Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated March XX, 2025, filed herewith (File No.

Consulting Agreement, dated November 27, 2024 between Babcock & Wilcox Enterprises, Inc.

and Louis Salamone Jr., filed herewith (File No.

Insider Trading Policy.

Significant Subsidiaries of the Registrant.

4 unchanged sentences

Section 1350 certification of Chief Financial Officer.

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

101.SCH XBRL Taxonomy Extension Schema Document.

38 unchanged sentences

(Principal Executive Officer)

/s/ Louis Salamone Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer and Duly Authorized Representative)

Louis Salamone

/s/ Cameron Frymyer Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer and Duly Authorized Representative)

Cameron Frymyer

Bartoli Director

Howe Director

/s/ Philip D.

Moeller Director

/s/ Rebecca Stahl Director

Rebecca Stahl

/s/ Rebecca L.

Stahl Director

/s/ Joseph A.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures