What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-16 compared with 2025-03-31 · 661 added, 710 removed, 1123 unchanged (55% of the section changed)

6 unchanged sentences

Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings.

Our primary foreign currency exposures are Danish krone, British pound, Euro, Canadian dollar, Mexican peso, and Chinese yuan.

If the balances of these intercompany loans as of December 31, 2024 were to remain constant, a 100-basis point change in foreign currency exchange rates would impact our earnings by an estimated $0.2 million per year.

Our primary foreign currency exposures are Canadian dollar, Mexican peso, Euro, Danish krone and British pound.

If the balances of these intercompany loans as of December 31, 2025 were to remain constant, a 100-basis point change in foreign currency exchange rates would not materially impact our earnings.

Consolidated Financial Statements and Supplemental Data

1 unchanged sentence

To the Stockholders and the Board of Directors of Babcock & Wilcox Enterprises, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Babcock & Wilcox Enterprises, Inc.

(the "Company") as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit, and cash flows for the year then ended, and the related notes and schedule listed in Item 15 (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2024 and 2023 consolidated financial statements to retrospectively reflect the operations of the Company's Allen-Sherman-Hoff ("ASH") Division as discontinued operations as discussed in Note 5, and to recast the segment disclosures in Note 6.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2024 or 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 and 2023 consolidated financial statements taken as a whole.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 16, 2026, expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Over Time Revenue Recognition

As described in Note 2 to the Company's consolidated financial statements, revenue that the Company recognizes on fixed-price contracts over the contract term ("over time") primarily relates to customized, engineered solutions and construction services.

Typically, revenue is recognized over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company's performance obligations.

Substantially all of the Company's revenue recognized over time under the cost-to-cost input method contains a single performance obligation as the interdependent nature of the goods and services provided prevents them from being separately identifiable within the contract.

We identified revenue recognition on certain fixed-price contracts as a critical audit matter due to the significant management judgment involved in estimating total costs and profit for measuring progress to completion to recognize revenue for fixed-price contracts.

Auditing these elements of revenue recognition involved especially subjective and challenging auditor judgment due to the nature of audit evidence and extent of audit effort required to address these matters.

The primary procedures we performed to address this critical audit matter included:

◦ Testing the completeness, existence, and accuracy of estimated costs and progress to completion calculations for certain fixed-price contracts by validating the underlying project data and assumptions used as inputs through the inspection of relevant source documents including contracts, project budgets and activity reports, invoices of costs incurred to date, and inquiry of project managers.

◦ Evaluating management's ability to estimate costs and progress to completion by performing a retrospective review of estimated project costs to actual project costs and investigating variances outside of predetermined thresholds through the inspection of relevant source

Effect of Material Weakness in Internal Control over Financial Reporting

As disclosed in management's report on internal control over financial reporting, the Company identified material weaknesses as of December 31, 2025.

These material weaknesses included ineffective controls across the following components of the Internal Control - Integrated Framework (2013) issued by COSO:

(i) Control Environment, (ii) Control Activities, and (iii) Information and Communication.

We identified the evaluation of the sufficiency of audit evidence as a critical audit matter.

Evaluating the sufficiency of audit evidence obtained was especially challenging as it required an increased audit effort because the pervasiveness of the material weaknesses noted above affected substantially all financial statement account balances and disclosures.

The primary procedures we performed to address this critical audit matter included:

◦ Lowering the threshold for investigating differences between recorded amounts and independent expectations developed by us that we would have otherwise used to test certain financial statement accounts.

◦ Increasing the number of selections that we would have otherwise made to test certain financial statement accounts.

◦ Directly testing the completeness and accuracy of information produced by the Company, and increasing the number of selections that we would have otherwise made to test the completeness and accuracy of certain information produced by the Company.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2025.

Cleveland, Ohio

March 16, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Babcock & Wilcox Enterprises, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Babcock & Wilcox Enterprises, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board United States) (PCAOB), the Company's internal control over financial reporting 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 and our report dated March 31, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of the material weaknesses.

We have audited, before the effects of the retrospective adjustments to reflect the operations of the Allen-Sherman-Hoff Division ("ASH") as discontinued operations discussed in Note 5 and for a change in the composition of reportable segments discussed in Note 6 to the consolidated financial statements, the consolidated balance sheet of Babcock & Wilcox Enterprises, Inc.

and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows, for the years ended December 31, 2024 and 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements") (the 2024 and 2023 financial statements before the effects of the retrospective adjustments discussed in Notes 5 and 6 to the financial statements are not presented herein).

In our opinion, the 2024 and 2023 financial statements, before the effects of the retrospective adjustments to reflect the operations of ASH as discontinued operations discussed in Note 5 and for a change in the composition of reportable segments discussed in Note 6 to the financial statements, present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the retrospective adjustments to reflect the operations of ASH as discontinued operations discussed in Note 5 or for the change in the composition of reportable segments discussed in Note 6 to the consolidated financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited by the successor auditor.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has uncertainty regarding its ability to refinance its Credit Agreement by November 30, 2025 and its Senior Notes by February 28, 2026, which raises substantial doubt about its ability to continue as a going concern.

Management's plans regarding these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The 2024 financial statements of the Company were prepared assuming that the Company would continue as a going concern.

As of the date of issuance of the Company's 2024 financial statements, the Company had uncertainty regarding its ability to refinance its Credit Agreement by November 30, 2025 and its Senior Notes by February 28, 2026, which raised substantial doubt about its ability to continue as a going concern.

Management's plans regarding these matters were also described in the 2024 financial statements.

The 2024 financial statements did not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures

that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition and Contracts – Refer to Notes 2, 4 and 6 to the financial statements

Critical Audit Matter Description

The Company recognizes fixed price long-term contract revenue over the contract term (“over time”) as the work progresses, either as products are produced or as services are rendered, because transfer of control to the customer over time.

Substantially all of the Company’s fixed price long-term contracts represent a single performance obligation as the interdependent nature of the goods and services provided prevents them from being separately identifiable within the contract.

Revenue recognized over time primarily relates to customized, engineered solutions and construction services from all three of the Company’s segments.

The accounting for these contracts involves judgment, particularly as it relates to the process of estimating total costs and profit for the performance obligation.

Revenue from fixed price long term contracts for products and services transferred to customers over time accounted for 77% of Company revenue for the year ended December 31, 2024.

We identified revenue on certain fixed price long-term contracts as a critical audit matter because of the judgments necessary for management to estimate total costs and profit for the performance obligations used to recognize revenue for fixed price long-term contracts.

This required extensive audit effort due to the complexity of fixed price long-term contracts and required a high degree of auditor judgment when performing audit procedures to audit management’s estimates of total costs and profit and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimates of total costs and profit for the performance obligations used to recognize revenue for certain fixed price long-term contracts included the following, among others:

– We selected a sample of fixed price long-term contracts recognized over time and performed the following:

– Evaluated whether the fixed price contracts were properly included in management’s calculation of fixed price long-term contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.

– Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

– Tested management’s identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were highly interdependent and interrelated.

– Tested the accuracy and completeness of the costs incurred to date for the performance obligation.

– With the assistance of our capital projects specialists we evaluated the estimates of total cost and profit for the performance obligation by:

– Comparing costs incurred to date to the costs which management estimated to be incurred to date.

– Evaluating management’s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company’s project managers and engineers, and comparing the estimates to management’s work plans, engineering specifications, and supplier contracts, if applicable.

– Comparing management’s estimates for the selected contracts to costs and profits of similar performance obligations, when applicable.

– Performing multiple live project site visits.

– Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.

– Tested management’s retrospective review of each contract’s revenue to determine whether revenue is accurately recognized during the period under audit.

– Evaluated the Company’s disclosures related to revenue recognition and contracts to assess their conformity with the applicable accounting standards.

Impact on Audit of Financial Statements Because of Material Weaknesses in Internal Control Over Financial Reporting – Refer to Management’s Annual Report on Internal Control Over Financial Reporting

Critical Audit Matter Description

As discussed in Management’s Annual Report on Internal Control Over Financial Reporting, the Company identified material weaknesses across multiple components of the Internal Control – Integrated Framework (2013) issued by COSO.

These material weaknesses impact the Company’s control over information technology (IT) systems and business processes, affecting substantially all financial statement account balances and disclosures.

This required us to increase the extent of our audit effort, including the need to modify the nature and extent of audit evidence obtained, and involve more senior members of the engagement team in executing, supervising, and reviewing the results of the audit procedures.

How the Critical Audit Matter Was Addressed in the Audit

As a result of the material weaknesses we:

– Lowered the threshold for investigating differences between recorded amounts and independent expectations developed by us that we would have otherwise used.

– Increased the number of selections we would have otherwise made if the Company’s controls were designed and operating effectively.

– Performed additional procedures to test the completeness and accuracy of the information included in system reports or information generated by the Company’s IT systems which were utilized for audit evidence.

/s/ Deloitte & Touche LLP

Cleveland, Ohio

March 31, 2025

We have served as the Company's auditor since 2014.

March 31, 2025 (January 16, 2026, as to the effects of discontinued operations for Diamond Power discussed in Note 5).

We began serving as the Company's auditor in 2014.

In 2025 we became the predecessor auditor.

BABCOCK & WILCOX ENTERPRISES, INC.

6 unchanged sentences

Selling, general and administrative expenses 119,481 124,541 134,940

Restructuring activities 1,296 2,619 ( 205 )

Research and development costs

1,457 5,133 6,462

Impairment of goodwill and long-lived assets 3,729 — —

(Gain) loss on asset disposals, net

Impairment of long-lived assets

Loss (gain) on asset disposals, net

1,226 ( 354 ) 134

5 unchanged sentences

Interest income 1,486 650 907

Loss on debt extinguishment ( 7,267 ) — —

Gain (loss) on debt extinguishment

1,836 ( 7,267 ) —

Benefit plans, net ( 9,782 ) ( 31,230 ) ( 38,406 )

10 unchanged sentences

( 32,848 ) ( 104,272 ) ( 109,212 )

Income (loss) from discontinued operations, net of tax

13,183 ( 121,177 ) ( 12,398 )

( 59,779 ) ( 196,971 ) ( 26,584 )

Net (loss) income attributable to non-controlling interest

(Loss) income from discontinued operations, net of tax

( 3,311 ) 44,357 ( 87,996 )

2 unchanged sentences

Dividends on Series A Preferred Stock

14,859 14,859 14,858

Net loss attributable to stockholders of common stock

7 unchanged sentences

Basic and diluted 105,421 91,717 89,011

See accompanying notes to Consolidated Financial Statements.

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year ended December 31,

1 unchanged sentence

$ ( 36,159 ) $ ( 59,915 ) $ ( 197,208 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Currency translation adjustments 973 ( 9,459 ) 5,555

Reclassification of currency translation adjustments to net income (loss)

68,358 ( 11,250 ) —

Benefit obligations:

Pension and post retirement adjustments, net of tax 1,351 410 870

Other comprehensive (loss) income

Other comprehensive income (loss)

70,682 ( 20,299 ) 6,425

Total comprehensive loss

Total comprehensive income (loss)

34,523 ( 80,214 ) ( 190,783 )

Comprehensive loss (income) attributable to non-controlling interest

Comprehensive (income) loss attributable to non-controlling interest

( 23 ) 156 110

Comprehensive loss attributable to stockholders

Comprehensive income (loss) attributable to stockholders

$ 34,500 $ ( 80,058 ) $ ( 190,673 )

See accompanying notes to Consolidated Financial Statements.

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amount) 2024 2023

(in thousands, except per share amounts) 2025 2024

Cash and cash equivalents $ 89,456 $ 23,399

Current restricted cash 84,991 94,167

Accounts receivable – trade, net 112,677 101,420

Accounts receivable – trade, net of allowance for credit losses of $ 2.1 million and $ 1.3 million as of December 31, 2025 and December 31, 2024, respectively

118,383 91,767

Contracts in progress 72,808 79,149

10 unchanged sentences

Other assets 12,856 16,499

Noncurrent assets held for sale — 50,774

Total assets 662,938 726,987

6 unchanged sentences

Other accrued liabilities 40,397 28,006

Current senior notes

Current borrowings 67,373 125,137

1 unchanged sentence

Total current liabilities 386,694 406,653

Senior notes 340,227 337,869

Senior notes, net of current portion — 340,227

Senior Notes due 2030

Borrowings, net of current portion 18,865 8,556

4 unchanged sentences

Other noncurrent liabilities 9,226 9,956

Noncurrent liabilities held for sale — 5,356

Total liabilities 794,479 1,010,159

13 unchanged sentences

Total stockholders' deficit

( 131,541 ) ( 283,172 )

Total liabilities and stockholders' deficit

See accompanying notes to Consolidated Financial Statements.

$ 662,938 $ 726,987

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Common Stock Preferred Stock Capital In

4 unchanged sentences

Stockholders'

Equity (Deficit)

(in thousands, except share and per share amounts) Shares Par

(in thousands)

Value Shares Par

4 unchanged sentences

Stock-based compensation charges 749 10 — — 8,656 ( 1,411 ) — — — 7,255

Purchase of Babcock & Wilcox Solar and SPIG non-controlling interest — — — — 8,804 — — — ( 20,735 ) ( 11,931 )

Dividends to preferred stockholders — — — — — — ( 14,859 ) — — ( 14,859 )

6 unchanged sentences

Dividends to preferred stockholders — — — — — — ( 14,859 ) — — ( 14,859 )

Dividends to non-controlling interest — — — — — — — — ( 1 ) ( 1 )

Common stock offering, net 4,988 50 — — 7,939 — — — — 7,989

Balance at December 31, 2024 95,138 $ 5,208 7,669 $ 77 $ 1,558,828 $ ( 115,500 ) $ ( 1,645,716 ) $ ( 86,660 ) $ 591 $ ( 283,172 )

5 unchanged sentences

Common stock offering, net 34,169 342 — — 129,788 — — — — 130,130

Divestiture of non-controlling interest

— — — — — — — — ( 556 ) ( 556 )

Dividends to non-controlling interest — — — — — — — — ( 118 ) ( 118 )

Balance at December 31, 2025 130,447 $ 5,569 7,669 $ 77 $ 1,691,412 $ ( 115,886 ) $ ( 1,696,735 ) $ ( 15,978 ) $ — $ ( 131,541 )

See accompanying notes to Consolidated Financial Statements.

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

2 unchanged sentences

(in thousands) 2025 2024 2023

Cash flows from operating activities:

Operating Activities:

Net loss from continuing operations

$ ( 32,848 ) $ ( 104,272 ) $ ( 109,212 )

Net income (loss) from discontinued operations

Net (loss) income from discontinued operations

( 3,311 ) 44,357 ( 87,996 )

2 unchanged sentences

Depreciation and amortization of long-lived assets 10,137 16,709 20,996

Impairment of goodwill and long-lived assets 9,567 56,556 7,224

Change in fair value of contingent consideration — — ( 9,567 )

Amortization of deferred financing costs and debt discount 5,820 5,747 5,225

Impairment of long-lived assets

9,917 9,567 56,556

Amortization of deferred financing costs and debt premium

3,503 5,820 5,747

Amortization of guaranty fee 108 2,935 935

Non-cash operating lease expense 3,913 7,357 6,754

Loss on debt extinguishment 7,267 — —

(Gain) loss on debt extinguishment

( 1,836 ) 7,267 —

Gain on sale of business

Loss (gain) on asset disposals

( 38,864 ) ( 58,947 ) —

Loss on asset disposals

5,651 431 200

Provision for (benefit from) deferred income taxes, including valuation allowances

3 unchanged sentences

Foreign exchange ( 6,081 ) 3,079 2,507

Bad debt (recovery) expense

( 6,443 ) ( 1,148 ) 9,042

Changes in operating assets and liabilities:

Accounts receivable ( 13,393 ) 31,218 ( 28,217 )

Accounts receivable – trade, net ( 16,466 ) ( 12,245 ) 13,326

Contracts in progress 19,722 ( 41,580 ) 40,173

Other current and noncurrent assets

( 14,365 ) ( 5,729 ) 10,447

Advance billings on contracts 50,698 ( 3,315 ) ( 47,261 )

Inventories ( 6,410 ) ( 8,130 ) ( 19,002 )

Inventories, net ( 7,832 ) ( 6,410 ) ( 8,130 )

Income taxes 168 9,663 ( 6,307 )

6 unchanged sentences

( 68,890 ) ( 118,735 ) ( 42,270 )

Cash flows from investing activities:

Investing Activities:

Purchase of property, plant and equipment ( 16,769 ) ( 11,205 ) ( 9,800 )

Acquisition of business, net of cash acquired — — ( 64,914 )

Proceeds from sale of business and assets 216,266 120,906 —

Purchases of available-for-sale securities ( 7,133 ) ( 6,087 ) ( 6,427 )

Sales and maturities of available-for-sale securities 7,357 8,051 9,815

Purchases of securities ( 5,991 ) ( 7,133 ) ( 6,087 )

Sales and maturities of securities 3,507 7,357 8,051

Other, net — 34 ( 102 )

3 unchanged sentences

(in thousands) 2025 2024 2023

Cash flows from financing activities:

Issuance of senior notes — — 6,828

Financing Activities:

Borrowings on loan payable 84,605 215,615 252,544

Repayments on loan payable ( 138,884 ) ( 121,944 ) ( 226,629 )

Payment of holdback funds from acquisition ( 2,950 ) ( 2,798 ) —

Proceeds from sale-leaseback financing transactions — — 13,339

Buyback of Senior Notes due 2026

( 110,744 ) — —

Finance lease payments ( 1,674 ) ( 1,359 ) ( 1,195 )

Payment of holdback funds from acquisition — ( 2,950 ) ( 2,798 )

Payment of Preferred Stock dividends

( 14,859 ) ( 18,573 ) ( 11,144 )

Shares of common stock returned to treasury stock ( 386 ) ( 336 ) ( 1,411 )

Issuance of common stock, net 130,130 7,939 —

Payment of non-controlling interest dividends

Debt issuance costs ( 6,538 ) ( 8,479 ) ( 658 )

Other, net ( 260 ) ( 179 ) ( 153 )

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

( 58,728 ) 69,734 8,556

11 unchanged sentences

Income taxes paid, net (2)

$ 8,714 $ 7,761 $ 6,731

Interest paid 36,377 37,320 23,067

(1) Includes cash held at discontinued operations of $ 3.5 million, $ 27.3 million and $ 21.1 million at December 31, 2024, 2023 and 2022, respectively.

See accompanying notes to Consolidated Financial Statements.

(1) Includes cash held at discontinued operations of $ 3.5 million and $ 27.3 million at December 31, 2024 and 2023, respectively.

(2) Includes income taxes paid of $ 6.4 million, $ 1.0 million and $ 1.3 million in Canada, Indonesia and other countries, respectively, at December 31, 2025.

See accompanying notes to the Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

7 unchanged sentences

Liquidity and Going Concern

The accompanying Consolidated Financial Statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

However, substantial doubt about the Company’s ability to continue as a going concern exists.

The Company has a credit agreement that provides for an up to $ 150.0 million asset-based credit facility with an outstanding balance of $ 124.4 million at December 31, 2024 that is currently due in November 2025 and, accordingly, is classified as a current liability.

In addition, the Company has senior notes with an aggregate principal amount of $ 193 million at December 31, 2024, for which the maturity date is within twelve months following the issuance of these financial statements.

As a result of the uncertainty regarding our current demonstrated ability to repay the current debt this condition raises substantial doubt about the Company’s ability to continue as a going concern.

In response to the conditions that raised substantial doubt and to partially address our liquidity needs, during the year ended December 31, 2024, we took the following actions, among others:

• sold our BWRS business for net proceeds of $ 83.5 million on June 28, 2024 (described in Note 4 to the Consolidated Financial Statements);

• sold our SPIG and GMAB businesses for net proceeds of $ 33.7 million on October 30, 2024 (described in Note 4 to the Consolidated Financial Statements);

• sold 5.0 million common shares pursuant to our At-The-Market Offering (described in Note 16 to the Consolidated Financial Statements) for net proceeds of $ 7.9 million;

• successfully recovered $ 14.0 million of losses related to Solar;

• applied for and was granted a waiver of the required minimum contributions to the U.S.

Plan by the PBGC, which reduced cash funding requirements in 2024 by $ 15.0 million and will increase contributions annually over the subsequent 5 -year period (described in Note 14 to the Consolidated Financial Statements).

In response to the conditions, we are currently evaluating different strategies to obtain the required funding for future debt maturities and operations.

We have taken or plan to take all or some combination of the following actions, and continue to evaluate other actions:

• actively negotiating with our current lender under the Credit Facility to extend the maturity date of the Credit Facility to at least September 30, 2026;

• actively negotiating with several holders of the Senior Notes to extend their maturity date out for five years;

• actively negotiating with parties to obtain a new junior credit arrangement to satisfy any Senior Notes that are not extended and to fund future operations;

• actively in discussions with certain parties to further divest non-core assets.

There is no assurance that we will successfully obtain the financing necessary to satisfy our current obligations when they come due.

In addition, we may take one or more of the following actions to obtain the required funding for future operations:

• Suspension of dividends on our Preferred Stock;

• Consideration of selling additional common shares.

Management believes it is taking all prudent actions to address its liquidity concerns, however, these plans have not been finalized, and are subject to market conditions that are not within the Company's control, therefore we have determined that

there is substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these financial statements.

The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

The accompanying Consolidated Financial Statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Our operations are assessed based on three reportable segments as described in Note 5.

For financial information about our segments see Note 5 to the Consolidated Financial Statements .

As disclosed in our 2024 Form 10‑K, for the financial period ending and as of December 31, 2024, conditions and events were present and management's plan for mitigation were assessed as insufficient, such that we concluded there was substantial doubt about the Company's ability to continue as a going concern.

Due to the various actions completed by management during 2025, including debt restructuring activities, repayment of outstanding debt balances, equity raises, and divestitures of non-core businesses, the Company's liquidity, financial condition and capital structure improved as of December 31, 2025 and through the date of this Form 10-K filing.

As a result, we have concluded that conditions and events no longer raise substantial doubt about the Company's ability to continue as a going concern.

Our operations are assessed based on one reportable segment as described in Note 6.

For financial information about our segment see Note 6 to the Consolidated Financial Statements.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

8 unchanged sentences

Cash equivalents are highly liquid investments, with maturities of three months or less at the time of purchase.

We record cash and cash equivalents as current or long-term restricted when we are unable to freely use such cash and cash equivalents for general operating purposes.

We record cash and cash equivalents as current or long-term restricted cash when we are unable to freely use such cash and cash equivalents for general operating purposes.

Refer to Note 17 in the Consolidated Financial Statements for further details.

Trade accounts receivable and allowance for credit loss

Trade accounts receivable are recorded at the point control transfers to customers and represent the amount of consideration we expect to receive in exchange for goods and services transferred and do not bear interest.

We establish provisions for expected lifetime losses on accounts receivable at the time the receivable is recorded based on historical experience, customer credit quality and forecasted economic conditions.

Trade accounts receivable are recorded at the point when customers are billed and represent the amount of consideration we expect to receive in exchange for goods and services transferred and do not bear interest.

We establish provisions for expected lifetime losses on accounts receivable based on customer credit quality and forecasted economic conditions.

We regularly review our accounts receivable balances and the allowance for credit loss and establish or adjust the allowance as necessary using the specific identification method.

Allowance for credit loss was $ 1.8 million and $ 2.0 million at December 31, 2024 and 2023, respectively.

Bad debt amounts charged to selling, general and administrative expenses were $ 0.2 million, $ 0.0 million and $ 0.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The following table summarizes the Allowance for credit loss:

Year ended December 31,

(in thousands) 2025 2024

Balance at beginning of period $ 1,302 $ 1,537

Charges to costs and expenses 208 ( 53 )

Deductions ( 40 ) 38

Currency translation adjustments and other (1)

Balance at end of period

$ 2,145 $ 1,302

(1) 2025 balance includes $ 0.8 million of assets no longer held for sale as of December 31, 2025, offset by other reclassifications and adjustments.

See Note 5 to the Consolidated Financial Statements for further information.

Contract balances

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For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected contract loss is recognized in full in Costs of operations in the Consolidated Statements of Operations and an accrual for the estimated loss on the uncompleted contract is recorded in Other accrued liabilities in the Consolidated Balance Sheets.

In addition, when we determine that an incomplete contract will not be completed on time and the contract

has liquidated damages provisions, we recognize the estimated liquidated damages at the most likely amount we will incur as a reduction of the estimated selling price in the period the change in estimate occurs.

In addition, when we determine that an incomplete contract will not be completed on time and the contract has liquidated damages provisions, we recognize the estimated liquidated damages at the most likely amount we will incur as a reduction of the estimated selling price in the period the change in estimate occurs.

These amounts are included in Other accrued liabilities in the Consolidated Balance Sheets.

Inventories are carried at the lower of cost or net realizable value on the first-in, first-out basis ("FIFO") or weighted-average cost basis.

The FIFO basis at December 31, 2024 applied to approximately 53 % of inventory and is used across all segments.

The weighted-average cost basis at December 31, 2024 applied to approximately 47 % of inventory and is used in the B&W Thermal Segment.

Inventories are carried at the lower of cost or net realizable value on the first-in, first-out basis ("FIFO") basis.

The obsolete inventory reserve was $ 4.6 million and $ 3.1 million as of December 31, 2025 and 2024, respectively.

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Property, plant and equipment

Property, plant and equipment are recorded at depreciated cost, less any impairment provisions.

Property, plant and equipment are reported at depreciated cost, less any impairment provisions.

Property, plant and equipment are depreciated using the straight-line method over estimated economic useful lives of eight to 33 years for buildings and three to 28 years for machinery and equipment.

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Any changes in such factors may result in future asset impairments and negatively affect our financial position and results of operations.

(Gain) loss on assets disposals for the years ended December 31, 2024, 2023 and 2022, respectively, were $( 0.4 ) million, $ 0.1 million and $( 8.8 ) million.

We did not have any impairments relating to property, plant and equipment in for the years ended December 31, 2025, 2024 or 2023.

We capitalize project costs, including pre-construction costs and other costs directly related and essential to the development, pre-construction, or construction of a project.

Capitalization of development, pre-construction, and construction costs is required while activities are ongoing to prepare an asset for its intended use.

Fluctuations in our development, pre-construction, and construction activities could result in significant changes to total expenses and net income.

Fluctuations in our development, pre-

construction, and construction activities could result in significant changes to total expenses and net income.

Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred.

Expenditures for repairs and maintenance are expensed as incurred.

Impairment of $ 3.7 million related primarily to construction in progress for the year ended December 31, 2024.

Impairment of $ 3.7 million related primarily to construction in progress asset for the year ended December 31, 2024.

Loss (gain) on assets disposals for the years ended December 31, 2025, 2024 and 2023, respectively, were $ 1.2 million, $( 0.4 ) million and $ 0.1 million.

Goodwill is generally recorded as a result of a business combination and represents the excess of purchase price over the fair value of the tangible and identifiable net assets acquired.

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The estimated fair value of the reporting unit is derived based on valuation techniques we believe market participants would use for each of the reporting units.

The annual quantitative assessment was performed using a combination of the income approach (discounted cash flows), the market approach and the guideline transaction method.

The income approach uses the reporting unit's estimated future cash flows, discounted at the weighted-average cost of capital of a hypothetical third-party buyer to account for uncertainties within the projections.

The income approach uses assumptions based on the reporting unit's estimated revenue growth, operating margin and working capital turnover.

The market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance.

The multiples are derived from comparable publicly traded companies with similar characteristics to the reporting unit.

The guideline transaction method estimates fair value by applying recent observed transaction multiples from transactions involving companies with similar characteristics to the reporting unit's business.

The Company completed its annual goodwill impairment testing for 2024 and 2025 and determined that the fair value of each reporting unit was substantially in excess of its carrying value.

See Note 10 to the Consolidated Financial Statements for further discussion of our assessment.

If actual results are not consistent with the Company's estimates and/or other assumptions change, the Company may be exposed to future impairment charges that could materially and adversely impact its financial position and results of operations.

Intangible assets

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Operating leases are included in Right-of-use ("ROU") assets, Operating lease liabilities and Non-current operating lease liabilities in the Consolidated Balance Sheets.

Finance leases are included in Net property, plant and equipment and finance leases, Other accrued liabilities and Other non-current finance liabilities in the Consolidated Balance Sheets.

Finance leases are

included in Net property, plant and equipment and finance leases, Other accrued liabilities and Other non-current finance liabilities in the Consolidated Balance Sheets.

Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

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Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets.

We recorded impairment of $ 1.0 million related to the reduction of our real estate footprint for the year ended December 31, 2025.

For leases beginning in 2019 and later, we account for lease components (e.g., fixed payments including rent) together with the non-lease components (e.g., common-area maintenance costs) as a single lease component for all classes of underlying assets.

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We test for impairment when we classify a disposal group as held for sale in the following order.

First, we evaluate for impairment all assets other than goodwill.

First, we evaluate for impairment all assets outside the scope of subtopic ASC 360-10 other than goodwill.

Next, we evaluate goodwill and then the disposal group in its entirety.

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When a decision to sell represents a strategic shift impacting our operations and financial results, the disposal group and related operations are reported as discontinued operations.

For further discussion see Note 4 t o the Consolidated Financial Statements.

For further discussion see Note 5 to the Consolidated Financial Statements.

Pension plans and postretirement benefits

We sponsor various defined benefit pension and postretirement plans covering certain employees of our U.S., Canadian and U.K.

subsidiaries and use actuarial valuations to calculate the cost and benefit obligations of pension and postretirement benefits.

We sponsor various defined benefit pension and postretirement plans covering certain employees of our U.S.

and Canadian subsidiaries and use actuarial valuations to calculate the cost and benefit obligations of pension and postretirement benefits.

The actuarial valuations use significant assumptions in the determination of benefit cost and obligations, including assumptions regarding discount rates, expected returns on plan assets, mortality and health care cost trends.

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The components of benefit cost related to service cost, interest cost, expected return on plan assets and prior service cost amortization are recorded on a quarterly basis based on actuarial assumptions.

In the fourth quarter of each year, or as interim remeasurements are required, we recognize net actuarial gains or losses into earnings as a component of net periodic benefit cost (MTM pension adjustment).

In the fourth quarter of each year, or as interim remeasurements are required, we recognize net

actuarial gains or losses into earnings as a component of net periodic benefit cost (MTM pension adjustment).

Recognized net actuarial gains and losses consist primarily of reported actuarial gains and losses and the difference between the actual return on plan assets and the expected return on plan assets.

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See Note 14 to the Consolidated Financial Statements for a detailed description of our pension plans and postretirement benefits.

(Loss) earnings per share

We have computed (loss) earnings per common share on the basis of the weighted average number of common shares, and, where dilutive, common share equivalents, outstanding during the indicated periods.

We have a number of forms of stock-based compensation, including incentive and non-qualified stock options, restricted stock, restricted stock units, performance shares and performance units, subject to satisfaction of specific performance goals.

We include the shares applicable to these plans in dilutive (loss) earnings per share when related performance criteria have been met.

The computation of basic and diluted (loss) earnings per share is included in Note 3 to the Consolidated Financial Statements.

Loss per share

We have computed loss per common share on the basis of the weighted average number of common shares, and, where dilutive, common share equivalents, outstanding during the indicated periods.

We have a number of forms of stock-based compensation, including incentive and non-qualified stock options, restricted stock and restricted stock units.

We include the shares applicable to these plans in dilutive loss per share when related performance criteria have been met.

The computation of basic and diluted loss per share is included in Note 3 to the Consolidated Financial Statements.

Revenue recognition

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A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.

Revenue from goods and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for 23 %, 22 % and 21 % of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively.

Revenue from goods and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for 3 % of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively.

Revenue on these contracts is recognized when the customer obtains control of the asset, which is generally upon shipment or delivery and acceptance by the customer.

Standard commercial payment terms generally apply to these sales.

Revenue from products and services transferred to customers over time accounted for 77 %, 78 % and 79 % of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively.

Revenue from products and services transferred to customers over time accounted for 97 % of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively.

Revenue recognized over time primarily relates to customized, engineered solutions and construction services.

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however, the timing of milestone receipts can greatly affect the overall cash position.

Refer to Note 6 to the Consolidated Financial Statements for details of disaggregation of revenue by segment.

Refer to Note 6 to the Consolidated Financial Statements for details of disaggregation of revenue.

As of December 31, 2025, we have estimated the costs to complete all in-process contracts in order to estimate revenues using a cost-to-cost input method.

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Disclosures are provided when there is a reasonable possibility that the ultimate loss will exceed the recorded provision or if such probable loss is not reasonably estimable.

We currently are involved in significant litigation, as discussed in Note 20 to the Consolidated Financial Statements.

Consequently, it is possible future earnings could be affected by changes in our assessment of the probability that a loss has been incurred in a material pending litigation against us and/or changes in estimates related to such matters.

Currently we do not expect that any of our litigation proceedings, disputes and claims will have a material adverse effect on our consolidated financial position, as discussed in Note 20 to the Consolidated Financial Statements.

Consequently, it is possible future earnings could be affected by changes in our assessment of the probability that a loss has been incurred in material pending litigation against us and/or changes in estimates related to such matters.

Loss recoveries

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These excess tax benefits result from tax deductions in excess of the cumulative compensation expense recognized for options exercised and other equity-classified awards.

Forfeitures are expensed as incurred.

See Note 18 to the Consolidated Financial Statements for further discussion of stock-based compensation.

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dollars at current exchange rates, and we translate items in the Consolidated Statements of Operations at average exchange rates for the periods presented.

We record adjustments resulting from the translation of foreign currency amounts as a component of Accumulated Other Comprehensive Loss.

We report foreign currency transaction gains (losses) in income.

We record adjustments resulting from the translation of foreign currency amounts as a component of AOCI.

We report foreign currency transaction gains (losses) in the Consolidated Statements of Operations.

We have included transaction gains (losses) of $ 0.1 million, $ 0.2 million and $( 2.3 ) million in the years ended December 31, 2025, 2024 and 2023, respectively, in Foreign exchange in the Consolidated Statements of Operations.

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Recently adopted accounting standards

We adopted the following accounting standard during the year ended December 31, 2024:

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires a public entity to disclose significant segment expenses and other segment items in interim and annual periods and expands the ASC 280 disclosure requirements for interim periods.

The ASU also explicitly requires public entities with a single reportable segment to provide all segment disclosures under ASC 280, including the new disclosures under the ASU.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

We adopted the following accounting standards during the year ended December 31, 2025:

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09") , which requires disclosure of specific categories in the effective tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold.

The standard is intended to benefit investors by providing more detailed income tax disclosures to assess how an entity's operations and related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and has been applied prospectively.

Refer to Note 19 in the Consolidated Financial Statements for further details.

In May 2025, FASB issued ASU 2025-04, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer ("ASU 2025-04").The key components of ASU 2025-04 are 1) the revision of the definition of performance condition to identify that performance targets based on a customer's purchases is an example of a performance condition for an award granted to a customer;

2) elimination of the accounting policy election to account for forfeitures as they occur for customer awards with service conditions;

and 3) clarification that guidance on constraining estimates of variable consideration in ASC 606 does not apply to share-based payment issued to a customer measured in accordance with ASC 718.

While adoption of ASU 2025-04 is not required until financial reporting periods starting after December 15, 2026, we have early adopted ASU 2025-04 effective for the full fiscal period beginning January 1, 2025 using the modified retrospective approach.

While ASU 2025-04 did not result in any adjustments to the financial results presented, it will continue to be applied to any future agreements we have with customers in which we provide stock-based compensation.

New accounting standards to be adopted

We consider the applicability and impact of all issued ASUs.

Recently issued ASUs that are not disclosed were assessed and determined to be not applicable in the current reporting period.

Certain recently issued ASUs were assessed and determined to not be applicable.

New accounting standards not yet adopted that could affect the Consolidated Financial Statements in the future are summarized as follows:

In October 2023, FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative .

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06").

The new guidance is intended to align GAAP and SEC requirements while facilitating the application of GAAP for all entities.

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If the SEC has not removed the related requirements from its regulations by June 30, 2027, the amendments made by ASU 2023-06 will be removed from the Codification and will not become effective for any entity.

We are currently evaluating the impact of this standard on the Consolidated Financial Statements.

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disclosure of specific categories in the effective tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

Adoption of the standard will only impact the income tax disclosures and is not expected to be material to the Consolidated Financial Statements.

The impact of this standard on the Company's Consolidated Financial Statements is contingent upon future transactions.

In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

Disaggregation of Income Statement Expenses ("ASU 2024-03") .

The new guidance is intended to improve financial reporting by requiring all public business entities to disclose additional information about specific expense categories.

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Early adoption is permitted.

Further, in January 2025, FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date ("ASU 2025-01").

ASU 2025-01 is clarifying the effective dates outlined in ASU 2024-03 which is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively.

We are currently evaluating the impact of this standard on the Consolidated Financial Statements.

In December 2025, FASB issued ASU 2025-10, Government Grants:

Accounting for Government Grants Received by Business Entities ("ASU 2025-10").

The new guidance is intended to help business entities in determining how to recognize, measure and present these grants.

ASU 2025-10 is effective for annual periods beginning after December 15, 2028.

Early adoption is permitted.

We are currently evaluating the impact of this standard on the Consolidated Financial Statements.

NOTE 3 – LOSS PER SHARE

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$ ( 32,848 ) $ ( 104,272 ) $ ( 109,212 )

Net (loss) income attributable to non-controlling interest

( 136 ) ( 237 ) 3,723

Dividend on Series A Preferred Stock

14,859 14,859 14,858

Loss from continuing operations attributable to stockholders of common stock

( 47,707 ) ( 119,131 ) ( 124,070 )

Income (loss) from discontinued operations, net of tax

(Loss) income from discontinued operations, net of tax

( 3,311 ) 44,357 ( 87,996 )

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105,421 91,717 89,011

Basic and diluted (loss) income per share

Basic and diluted loss per share

Continuing operations $ ( 0.45 ) $ ( 1.30 ) $ ( 1.39 )

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$ ( 0.48 ) $ ( 0.82 ) $ ( 2.38 )

Basic and diluted shares are the same in the years ended December 31, 2024, 2023 and 2022 because we incurred a loss in each of those years.

In accordance with GAAP, dilution is assessed on the basis of continuing operations.

We incurred a net loss from continuing operations for the years ended December 31, 2025, 2024 and 2023, therefore the basic and diluted shares are the same for those periods.

If we had net income in the years ended December 31, 2025, 2024 and 2023, diluted shares would include an additional 1.0 million, 0.3 million and 0.3 million shares, respectively.

We exclu ded 2.2 million, 2.3 million and 2.1 million shares related to stock options from the diluted share calculation for the years ended December 31, 2024, 2023 and 2022 respectively, because their effect would have been anti-dilutive.

NOTE 4 – ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets Held for Sale

During 2024, we engaged in a strategy and developed a formalized plan to divest certain non-core businesses to reduce our debt, improve our balance sheet and increase liquidity.

As of December 31, 2024, we have divested our BWRS, SPIG and GMAB businesses, and have a plan to divest our Vølund business in 2025, as discussed below.

Each of these businesses were classified as held for sale and were determined to qualify as discontinued operations, primarily based upon their significance to our current and historic operating losses.

Results of operations and cash flows for these businesses and the financial position of the divested subsidiaries are reported as discontinued operations for all periods presented and the notes to the financial statements have been adjusted on a retrospective basis.

During the fourth quarter of 2024, we committed to a plan to sell our Vølund business (formerly part of our B&W Renewable segment) and classified the assets and liabilities of this business as held for sale.

In addition, we also determined that the operations of the Vølund business qualified as discontinued operations, as this business was part of the formalized plan.

During the third quarter of 2023, we committed to a plan to sell our B&W Solar business (formerly part of our B&W Renewable segment) and classified the assets and liabilities of this business as held for sale.

In addition, we also determined that the operations of the B&W Solar business qualified as a discontinued operation, primarily based upon its significance to our current and historic operating losses.

Certain circumstances beyond our control have extended the period required to complete the sale within one year.

Specifically, market conditions driven by uncertainties with potential administration changes and related impacts to the solar industry.

We initiated actions necessary to respond to the change in circumstances by

engaging an advisory service provider with more specialized industry qualifications.

We continue to meet the criteria to account for the B&W Solar business as held for sale and discontinued operations as of December 31, 2024.

On June 28, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary, sold all issued and outstanding share capital of our Denmark-based renewable parts and services subsidiary, BWRS, to Hitachi Zosen Inova AG ("Buyer").

We exclu ded 11.2 million , 2.2 million and 2.3 million shares related to stock options and warrants from the diluted share calculation for the years ended December 31, 2025, 2024 and 2023 respectively, because their effect would have been anti-dilutive.

NOTE 4 – DIVESTITURES

2025 Divestitures

On April 29, 2025, Babcock & Wilcox A/S ("BWAS"), a subsidiary of the Company, sold substantially all of its assets, including intellectual property, specific project contracts as well as related agreements with suppliers and certain tangible assets, to Kanadevia Inova Denmark A/S (the "Buyer").

The sale was comprised of a simultaneous transfer of assets from BWAS to a newly incorporated BWAS subsidiary (the "NewCo") pursuant to a business transfer agreement ("BTA"), and sale of NewCo by BWAS to the Buyer pursuant to a share purchase agreement (together with the BTA, the "Purchase Agreements").

The Purchase Agreements provide for a base purchase price equal to $ 15.0 million plus $ 0.1 million ( 400,000 Danish krone), subject to certain offsets and adjustments, including additional payments to BWAS if the Buyer enters into a certain prospective project agreement within five years .

In addition, BWAS and the Buyer entered into an agreement under which the Buyer loaned BWAS $ 5.0 million which will be considered repaid when BWAS transfers to NewCo certain retained intellectual property usage rights.

The Purchase Agreements also include representations and warranties regarding BWAS and the transferred business and assets, as well as certain indemnities with respect thereto.

The proceeds were used to reduce outstanding debt and support working capital needs.

We recorded a net loss of $ 36.8 million which included a write off of CTA of $ 52.6 million.

Diamond Power

On June 4, 2025, we through our wholly owned subsidiaries, The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation, and Babcock & Wilcox Canada Corp.

(collectively, the "Sellers") entered into an agreement (the "Purchase Agreement") to sell to certain legal entities affiliated with Andritz AG the equity interests of Diamond Power and related legal entities together with assets related to the Diamond Power business (the "Sale").

We closed on the sale on July 31, 2025.

The Purchase Agreement provided for a base purchase price equal to $ 177 million, subject to certain offsets and adjustments.

The Purchase Agreement also included representations and warranties regarding the Sale, as well as certain indemnities with respect thereto.

The Purchase Agreement also included an undertaking for the Sellers and their affiliates not to compete with the Diamond Power business or to solicit customers or employees with respect to the Diamond Power business for a period of four years .

Additionally, we entered into an agreement to provide transition services to the Diamond Power business for a period of 12 months, or until earlier agreed upon with respect to certain services.

The proceeds are being used to support working capital needs and reduce outstanding debt.

We recorded a gain of $ 53.2 million on the sale.

On October 31, 2025, we completed a sale of the net assets comprising our ASH business to Andritz AG for $ 29 million, subject to customary fees and adjustments.

In conjunction with the transaction, we and Andritz AG, through certain wholly-owned subsidiaries, have signed sales representative agreements under which we will continue to market ASH and Diamond Power products and services to customers in the utility power sectors.

We recorded a gain of $ 21.5 million on the sale.

2024 Divestitures

We received net cash proceeds of $ 83.5 million and recorded a gain on the sale of the business of $ 44.9 million.

The proceeds were used to reduce outstanding debt and support working capital needs.

During the year ended December 31, 2025, we recorded a gain of $ 1.0 million as part of the final settlement.

SPIG and GMAB

On October 30, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary and Babcock & Wilcox A/S subsidiary, sold the entire issued and outstanding share capital of our Italy-based SPIG and Sweden-based GMAB subsidiaries to Auctus Neptune Holding S.p.A.

We received net cash proceeds of $ 33.7 million and recorded a gain of $ 14.1 million, solely related to the CTA reclassification.

We received net cash proceeds of $ 33.7 million and recorded a gain of $ 14.1 million, solely related to currency translation adjustments that were realized upon sale of the businesses.

We recorded an impairment of $ 5.8 million as of September 30, 2024, as the disposal group carrying value exceeded the expected net proceeds from the sale.

The proceeds were used to support working capital needs and reduce outstanding debt.

NOTE 5 – ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

During 2024, we engaged in a strategy and developed a formalized plan to divest certain non-core businesses to reduce our debt, improve our balance sheet and increase liquidity.

As of December 31, 2025, we have divested our BWRS, SPIG, GMAB, Vølund, Diamond Power and ASH businesses as part of this plan.

With the Diamond business becoming classified as held for sale during the second quarter of 2025 and since parts of our Diamond Power businesses were within each of our historical reporting units, we allocated a portion of the goodwill associated with those reporting units to discontinued operations.

The allocation was based upon the fair value of our Diamond Power business compared to the fair value of each of the reporting units.

This resulted in a triggering event that required us to immediately perform valuations of the remaining fair value of our historical reporting units.

These valuations determined that the fair values for each of the reporting units exceeded their carrying value and no impairment was identified.

Results of operations and the financial position of the divested subsidiaries are reported as discontinued operations for all periods presented and the notes to the financial statement have been adjusted on a retrospective basis.

Our sales are described further in Note 4 to the Consolidated Financial Statements.

We previously committed to a plan to sell our B&W Solar business and classified the assets and liabilities of this business as held for sale as of December 31, 2024.

During the fourth quarter of 2025, we discontinued marketing B&W Solar for sale due to lack of potential buyers and terminated our broker arrangement with a third party provider.

As of December 31, 2025, the B&W Solar business was disposed of through abandonment, as we ceased all business operations and either transferred or wrote off its remaining assets.

As a result, the B&W Solar business no longer meets the criteria of held for sale as of December 31, 2025, but met the criteria for discontinued operations for all prior periods presented.

The following table summarizes the operating results of the disposal groups included in discontinued operations on the Consolidated Statements of Operations:

Year ended December 31, 2025

(in thousands) Solar BWRS SPIG GMAB Vølund Total

(in thousands) Solar BWRS Vølund Diamond Power

Revenues $ 12,227 $ — $ 3,605 $ 63,053 $ 25,002 $ 103,887

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Selling general and administrative expenses 2,722 — 7,875 16,503 3,570 30,670

Restructuring expenses 64 — 49 — 766 879

Research and development costs — — 488 367 19 874

Impairment of goodwill and long-lived assets — — 5,838 — — 5,838

Impairment of long-lived assets

7,846 — 1,121 — — 8,967

Loss on asset disposals, net 2,245 — 2,180 — — 4,425

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(Loss) income from discontinued operations before tax ( 29,843 ) — ( 22,439 ) 6,655 7,367 ( 38,260 )

Expense (benefit) from income taxes — 4,972 1,554 407 ( 2,747 ) 4,186

(Benefit) expense from income taxes

( 315 ) — 552 3,448 170 3,855

Gain (loss) on divestiture — 1,014 ( 36,787 ) 53,166 21,471 38,864

(Loss) income from discontinued operations, net of tax ( 29,528 ) 1,014 ( 59,778 ) 56,373 28,668 ( 3,251 )

Included in the Solar SG&A expenses for the year ended December 31, 2024 is a $ 6.8 million gain related to a settlement of an insurance claim on the representations and warranty policy obtained when B&W Solar was acquired.

Included in Vølund SG&A expense we recorded $ 4.9 million relating to the payment of a break fee by B&W and various other payments between the parties in settlement of certain claims under the O&M.

In the third quarter of 2024, we entered into an agreement to terminate our final existing O&M service contract which terminated on October 31, 2024.

Net income attributable to non-controlling interest from discontinued operations

— — — 60 — 60

(Loss) income attributable to stockholders from discontinued operations $ ( 29,528 ) $ 1,014 $ ( 59,778 ) $ 56,313 $ 28,668 $ ( 3,311 )

Included in the Solar SG&A expenses for the year ended December 31, 2025 is a $ 6.5 million gain related to a bad debt expense recovery due to a settlement of a claim with a customer and vendor.

Year ended December 31, 2024

(in thousands) Solar BWRS SPIG GMAB Vølund Total

(in thousands) Solar BWRS SPIG GMAB Vølund Diamond Power

Revenues $ 68,371 $ 43,255 $ 60,413 $ 10,512 $ 34,500 $ 98,238 $ 38,057 $ 353,346

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Research and development costs — — 276 54 605 603 57 1,595

Loss (gain) on asset disposals, net 143 ( 30 ) 1 — ( 46 ) 68

Impairment of goodwill and long-lived assets 56,556 — — — — 56,556

Impairment of long-lived assets

— — 5,838 — — — — 5,838

Loss on asset disposals, net

— — 47 — 374 — — 421

Total costs and expenses 89,157 38,217 63,460 8,847 53,047 77,512 27,361 357,601

2 unchanged sentences

(Loss) income from discontinued operations before tax ( 21,267 ) 5,215 ( 3,771 ) 1,527 ( 23,282 ) 20,216 10,465 ( 10,897 )

(Benefit) expense from income taxes — 1,647 742 511 ( 4,231 ) ( 1,331 )

Expense (benefit) from income taxes

— 4,972 1,554 407 ( 2,747 ) ( 632 ) 3 3,557

Gain (loss) on divestiture

— 44,876 15,891 ( 1,820 ) — — — 58,947

(Loss) income from discontinued operations, net of tax ( 21,267 ) 45,119 10,566 ( 700 ) ( 20,535 ) 20,848 10,462 44,493

Net income attributable to non-controlling interest from discontinued operations

— — — — — 136 — 136

(Loss) income attributable to stockholders from discontinued operations $ ( 21,267 ) $ 45,119 $ 10,566 $ ( 700 ) $ ( 20,535 ) $ 20,712 $ 10,462 $ 44,357

Included in Vølund SG&A expense we recorded $ 4.9 million relating to the payment of a break fee by B&W and various other payments between the parties in settlement of certain claims under the O&M.

In the third quarter of 2024, we entered into an agreement to terminate our final existing O&M service contract which terminated on October 31, 2024.

Year ended December 31, 2023

(in thousands) Solar (1)

BWRS SPIG GMAB Vølund Total

(in thousands) Solar BWRS SPIG GMAB Vølund Diamond Power

Revenues $ 34,725 $ 96,411 $ 84,884 $ 9,388 $ 81,359 $ 102,612 $ 37,255 $ 446,634

3 unchanged sentences

Research and development costs — — 300 132 812 689 46 1,979

(Gain) loss on asset disposals, net ( 59 ) ( 21 ) 5 — — ( 75 )

Impairment of goodwill and long-lived assets 7,224 — — — — 7,224

Loss (gain) on asset disposals, net

143 ( 30 ) 1 — ( 46 ) — — 68

Impairment of long-lived assets

56,556 — — — — — — 56,556

Total costs and expenses 152,661 82,706 80,942 7,308 97,792 79,026 24,171 524,606

2 unchanged sentences

(Loss) income from discontinued operations before tax ( 118,338 ) 13,781 2,461 2,473 ( 22,885 ) 24,511 13,121 ( 84,876 )

(Benefit) expense from income taxes — ( 27 ) 598 544 1,393 2,508

Expense (benefit) from income taxes

— 1,647 742 511 ( 4,231 ) 3,951 263 2,883

(Loss) income from discontinued operations, net of tax ( 118,338 ) 12,134 1,719 1,962 ( 18,654 ) 20,560 12,858 ( 87,759 )

Net income attributable non-controlling interest — — 13 — — 13

Net (loss) income attributable to stockholders $ ( 6,596 ) $ 5,229 $ 741 $ 2,091 $ ( 13,863 ) $ ( 12,398 )

(1) Selling, general and administrative expenses includes a $ 9.6 million gain related to the change in fair value of contingent consideration.

Net income attributable to non-controlling interest from discontinued operations

— — — — — 237 — 237

(Loss) income attributable to stockholders from discontinued operations $ ( 118,338 ) $ 12,134 $ 1,719 $ 1,962 $ ( 18,654 ) $ 20,323 $ 12,858 $ ( 87,996 )

The following table provides the major classes of assets and liabilities of the disposal groups included in assets held for sale and liabilities held for sale in the Consolidated Balance Sheets:

December 31, 2024

(in thousands) Solar Vølund Total

(in thousands) Solar Vølund Diamond Power

Cash $ 1,255 $ 2,200 $ — $ — $ 3,455

5 unchanged sentences

Net property, plant and equipment and finance leases 3,246 124 8,672 61 12,103

Intangible assets 7,833 211 8,044

Intangible assets, net 7,833 211 352 1,058 9,454

Goodwill — — 30,727 — 30,727

Deferred income taxes — — 40 ( 167 ) ( 127 )

Right-of-use assets 53 1,358 15,887 — 17,298

Other assets 9 243 6,651 — 6,903

Total noncurrent assets 11,141 1,936 13,077

Total assets held for sale (1)

10 unchanged sentences

Operating lease liabilities, net of current portion 29 1,075 16,514 — 17,618

Deferred tax liability — — 1,228 — 1,228

Other noncurrent liabilities 1,199 — 416 — 1,615

Total noncurrent liabilities 2,102 1,075 3,177

Total liabilities held for sale (1)

4 unchanged sentences

39,645 14,751 37,081 6,029 97,506

(1) BWRS, SPIG and GMAB were sold in 2024 so therefore no balances are left to disclose.

December 31, 2023

(in thousands) Solar BWRS SPIG GMAB Vølund Total

Cash $ 31 $ 7,229 $ 12,450 $ 2,320 $ 3,449 $ 25,479

Current restricted cash — — 1,825 — — 1,825

(1) BWRS, SPIG and GMAB were sold in 2024, therefore, no balances are left to disclose.

The depreciation, amortization, capital expenditures and significant operating and investing noncash items of the discontinued operations are as follows:

Year ended December 31, 2025

(in thousands) Solar BWRS Vølund Diamond Power

Depreciation and amortization of long-lived assets $ 37 $ — $ — $ 397 $ 13 $ 447

Impairment of long-lived assets

7,846 — 1,121 — — 8,967

Gain (loss) on divestiture

— 1,014 ( 36,787 ) 53,166 21,471 38,864

Changes in operating assets and liabilities:

Accounts receivable - trade, net 2,816 — 5,092 18,168 2,742 28,818

Contracts in progress 1,446 — 9,101 3,011 243 13,801

Inventories, net — 6,682 4,317 — 5,310 16,309

Other current assets 62 851 12,864 160 4,024 17,961

Total current assets 7,903 30,310 76,847 4,816 31,851 151,727

Net property, plant and equipment and finance leases 2,683 1,833 2,179 6 4,988 11,689

Intangible assets 7,833 11,124 10,529 — 395 29,881

Goodwill — 16,835 — — — 16,835

Right-of-use assets 76 208 933 — 974 2,191

Other assets — 356 166 — 248 770

Total noncurrent assets 10,592 30,356 13,807 6 6,605 61,366

Total assets held for sale $ 18,495 $ 60,666 $ 90,654 $ 4,822 $ 38,456 $ 213,093

Accounts payable ( 26,471 ) — ( 3,389 ) ( 8,957 ) ( 3,777 ) ( 42,594 )

Accrued employee benefits 231 1,217 1,505 299 4,024 7,276

Advance billings on contracts ( 212 ) — ( 4,461 ) ( 664 ) ( 1,433 ) ( 6,770 )

Accrued warranty expense 1,078 489 479 118 2,167 4,331

Operating lease liabilities 23 67 371 — 203 664

Other accrued liabilities 8,101 7,310 1,023 988 7,740 25,162

Current borrowings 502 — — — — 502

Total current liabilities 42,194 13,869 42,020 5,682 32,746 136,511

Borrowings, net of current portion 1,308 — — — — 1,308

Operating lease liabilities, net of current portion — 141 562 — 770 1,473

Deferred tax liability — 2,729 32 — 11 2,772

Other noncurrent liabilities 112 — 1,110 1 — 1,223

Total noncurrent liabilities 1,420 2,870 1,704 1 781 6,776

Total liabilities held for sale $ 43,614 $ 16,739 $ 43,724 $ 5,683 $ 33,527 $ 143,287

Current assets held for sale (1)

$ 18,495 $ 30,310 $ 76,847 $ 4,816 $ 31,851 $ 162,319

Noncurrent assets held for sale — 30,356 13,807 6 6,605 50,774

Total assets held for sale $ 18,495 $ 60,666 $ 90,654 $ 4,822 $ 38,456 $ 213,093

Current liabilities held for sale (1)

$ 43,614 $ 13,869 $ 42,020 $ 5,682 $ 32,746 $ 137,931

Noncurrent liabilities held for sale — 2,870 1,704 1 781 5,356

Total liabilities held for sale $ 43,614 $ 16,739 $ 43,724 $ 5,683 $ 33,527 $ 143,287

(1) The Solar assets and liabilities met the criteria for presentation as current as of December 31, 2023.

The depreciation, amortization, capital expenditures, and significant operating and investing noncash items of the discontinued operations are as follows:

Year ended December 31, 2024

(in thousands) Solar BWRS SPIG GMAB Vølund Total

Depreciation and amortization of long-lived assets $ — $ 948 $ 3,014 $ 4 $ 495 $ 4,461

Impairment of goodwill and long-lived assets — — 5,838 — — 5,838

Gain on divestiture — 44,876 15,891 ( 1,820 ) — 58,947

Proceeds from sale of business and assets, net — 83,477 18,557 14,838 — 116,872

Purchase of property, plant and equipment ( 499 ) — ( 2 ) ( 271 ) — ( 772 )

Year ended December 31, 2024

(in thousands) Solar BWRS SPIG GMAB Vølund Total

(in thousands) Solar BWRS SPIG GMAB Vølund Diamond Power

Depreciation and amortization of long-lived assets $ — $ 948 $ 3,014 $ 4 $ 495 $ 1,049 $ 2 $ 5,512

Impairment of goodwill and long-lived assets 56,556 — — — — 56,556

Impairment of long-lived assets

— — 5,838 — — — — 5,838

Gain (loss) on divestiture

— 44,876 15,891 ( 1,820 ) — — — 58,947

Purchase of property, plant and equipment ( 690 ) ( 352 ) ( 964 ) ( 26 ) ( 128 ) ( 1,170 ) — ( 3,330 )

Year ended December 31, 2023

(in thousands) Solar BWRS SPIG GMAB Vølund Total

(in thousands) Solar BWRS SPIG GMAB Vølund Diamond Power

Depreciation and amortization of long-lived assets $ 952 $ 1,856 $ 3,570 $ 4 $ 916 $ 419 $ 1 $ 7,718

Impairment of goodwill and long-lived assets 7,224 — — — — 7,224

Change in fair value of contingent consideration ( 9,567 ) — — — — ( 9,567 )

Impairment of long-lived assets

56,556 — — — — — — 56,556

Purchase of property, plant and equipment ( 1,857 ) ( 1,355 ) ( 774 ) ( 7 ) ( 43 ) ( 1,178 ) — ( 5,214 )

NOTE 6 – SEGMENT REPORTING

Our operations are assessed based on three reportable market-facing segments as part of our market-focused organizational approach.

Our reportable segments are as follows:

• Babcock & Wilcox Renewable:

The B&W Renewable segment offers technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, oxygen-fired biomass-to-energy and black liquor systems for the pulp and paper industry.

Our leading waste-to-energy technologies support a circular economy, diverting waste from landfills to use for power generation and replacing fossil fuels, while recovering recyclable metals and reducing emissions.

• Babcock & Wilcox Environmental:

The B&W Environmental segment offers a full suite of emissions control and environmental technology solutions for utility, waste-to-energy, biomass-to-energy, carbon black, and industrial steam generation applications around the world.

Our broad experience includes systems for ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, chemical looping for carbon control, and mercury control.

• Babcock & Wilcox Thermal:

The B&W Thermal segment offers steam generation equipment, aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas, and industrial sectors.

We have an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others.

The Company's chief operating decision maker (CODM) is the chief executive officer.

The CODM assesses the segments' performance by using each segment’s Adjusted EBITDA.

The CODM considers budget-to-actual and forecast-to-actual

variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment.

Adjusted EBITDA by segment consists of net loss plus accretion of depreciation and amortization, stock-based compensation and provision for income taxes and excludes other transactions not deemed representative of segment results.

Items that apply to B&W as a whole are assigned to Corporate.

We do not separately identify or report assets by segment as the CODM does not consider assets by segment to be a critical measure by which performance is measured.

An analysis of our operations by segment is as follows:

Our operations are assessed as one reportable segment, B&W.

In the fourth quarter of 2025, we reassessed our segment structure as a result of the completion of our strategic shift to streamline and simplify the business.

This transformation included the divestiture of certain non-core assets, as described in Note 4 to the Consolidated Financial Statements.

As a result of this transformation, we have determined we have one operating and reportable segment, labeled as B&W.

The revised segment presentation has been applied retrospectively to all periods presented.

The Company's CODM is the chief executive officer and chairman of the Board of Directors.

The CODM assesses performance on a consolidated basis, using the segment's Loss from continuing operations as its profitability metric.

The CODM considers budget-to-actual and forecast-to-actual variances on a quarterly basis when making decisions about our operating and capital resources.

The measure of segment assets is reported on the Consolidated Balance Sheets as Total assets.

An analysis of our operations by revenue type is as follows:

Year ended December 31,

(in thousands) 2025 2024 2023

B&W Renewable segment $ 110,134 $ 140,835 $ 122,765

B&W Environmental segment 109,390 108,655 81,822

B&W Thermal segment 497,879 499,216 415,104

Elimination of intersegment revenues ( 70 ) ( 21,391 ) ( 10,254 )

Parts $ 241,580 $ 206,406 $ 202,700

Projects 186,914 196,725 173,660

Construction 159,182 177,908 211,088

Total Revenue $ 587,676 $ 581,039 $ 587,448

The following tables provide information about our segments and include the reconciliation of Revenue to Segment Adjusted EBITDA to Loss from continuing operations before income tax expense:

The following table presents Revenues, significant expenses and Loss from continuing operations for our consolidated segment:

Year ended December 31,

(in thousands) B&W Renewable segment B&W Environmental segment B&W Thermal segment Total

Revenue $ 110,134 $ 109,390 $ 497,879 $ 717,403

(in thousands) 2025 2024 2023

Revenues $ 587,676 $ 581,039 $ 587,448

Cost of operations (1)

General & administrative expense (1)

438,686 449,389 459,953

Selling & marketing expense 8,144 7,753 29,213 45,110

Segment Adjusted EBITDA 15,085 10,794 61,370 87,249

Corporate/eliminations (2)

Interest expense, net ( 45,332 )

Depreciation & amortization ( 11,125 )

Impairment of goodwill and long-lived assets ( 3,729 )

Benefit plans, net ( 31,937 )

Gain (loss) on sales, net 354

Settlement and related legal recoveries (costs) ( 4,044 )

Advisory fees for settlement costs and liquidity planning ( 1,234 )

Loss on debt extinguishment ( 7,267 )

Stock compensation ( 4,509 )

Restructuring expense and business services transition ( 1,296 )

Acquisition pursuit and related costs ( 643 )

Product development ( 8,228 )

Foreign exchange ( 109 )

Letter of credit fees ( 7,036 )

Other-net ( 3,550 )

Loss from continuing operations before income tax expense

Year ended December 31, 2023

(in thousands) B&W Renewable segment B&W Environmental segment B&W Thermal segment Total

Revenue $ 140,835 $ 108,655 $ 499,216 $ 748,706

Cost of operations 103,024 89,038 365,783 557,845

General & administrative expense (1)

Selling, general and administrative expenses (1)

114,943 119,403 127,083

Selling & marketing expense 13,747 7,464 31,010 52,221

Segment Adjusted EBITDA 6,381 4,133 64,775 75,289

Corporate/eliminations (2)

Interest expense, net ( 41,486 )

Depreciation & amortization ( 14,300 )

Benefit plans, net ( 37,505 )

Gain (loss) on sales, net ( 134 )

Settlement and related legal recoveries (costs) 1,474

Advisory fees for settlement costs and liquidity planning ( 1,107 )

Stock compensation ( 7,121 )

Restructuring expense and business services transition ( 2,619 )

Acquisition pursuit and related costs ( 827 )

Product development ( 9,023 )

Foreign exchange ( 2,594 )

Letter of credit fees ( 7,702 )

Other-net ( 3,837 )

Loss from continuing operations before income tax expense

Year ended December 31, 2022

(in thousands) B&W Renewable segment (3)

B&W Environmental segment B&W Thermal segment Total

Revenue $ 122,765 $ 81,822 $ 415,104 $ 619,691

Cost of operations 78,480 67,557 281,895 427,932

General & administrative expense (1)

Depreciation and amortization (2)

9,677 10,075 13,881

Selling & marketing expense 11,111 5,935 29,861 46,907

Segment Adjusted EBITDA 11,768 1,641 56,708 70,117

Corporate/eliminations (2)

Interest expense, net 36,046 45,495 41,654

Depreciation & amortization ( 16,247 )

Benefit plans, net 9,782 31,230 38,406

Gain (loss) on sales, net 2,523

Settlement and related legal recoveries (costs) ( 9,109 )

Financial advisory services ( 1,424 )

Advisory fees for settlement costs and liquidity planning ( 1,509 )

Stock compensation ( 7,487 )

Restructuring expense and business services transition ( 5,981 )

Acquisition pursuit and related costs ( 5,504 )

Product development ( 4,100 )

Foreign exchange ( 1,025 )

Letter of credit fees ( 5,204 )

Other-net ( 3,932 )

Loss from continuing operations before income tax expense

(1) G eneral & administrative expense excludes corporate/eliminations of $ 20.9 million, $ 22.8 million and $ 16.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.

(2) Other corporate expenses include certain R&D expenses and other costs not allocated to our segments.

(3) Adjusted EBITDA in our Renewable segment for the year ended December 31, 2022 includes a $ 6.2 million non-recurring gain on sale related to development rights of a future renewable energy project.

Other expense, net (3)

3,110 16,918 10,079

Income tax expense

8,280 12,801 5,604

Loss from continuing operations

$ ( 32,848 ) $ ( 104,272 ) $ ( 109,212 )

(1) Excludes depreciation and amortization.

(2) Depreciation and amortization is included in Cost of operations and Selling, general and administrative expenses on the Consolidated Statement of Operations.

(3) Other expense, net includes Research and development costs, Impairment of long-lived assets, Loss (gain) on asset disposals, net, Gain (loss) on debt extinguishment and Foreign exchange as presented on the Consolidated Statement of Operations.

Information about our consolidated operations in different geographic areas:

14 unchanged sentences

Mexico 11,478 13,974

United Kingdom 4,593 4,940

Aggregate of all other countries 1,882 759

3 unchanged sentences

We generate the vast majority of our revenues from the supply of, and aftermarket services for, steam-generating, environmental and auxiliary equipment.

No single customer comprised of 10% or more of our consolidated revenues from transactions in 2024, 2023, and 2022, respectively.

We had one customer that comprised more than 10 % of our consolidated revenues as of December 31, 2025 and no single customer comprised 10% or more of our consolidated revenues in 2024 or 2023.

Our revenue recognition accounting policy is described in more detail in Note 2.

Contract Balances

The following represents the components of Contracts in progress and Advance billings on contracts included in the Consolidated Balance Sheets:

The following represents the components of Accounts receivable - trade, net, Contracts in progress and Advance billings on contracts included in the Consolidated Balance Sheets.

We are also including accrued contract losses included in Other accrued liabilities in the Consolidated Balance Sheets:

(in thousands) December 31, 2025 December 31, 2024 $ Change % Change

Contract assets - included in contracts in progress:

Costs incurred less costs of revenue recognized $ 31,691 $ 12,100 $ 19,591 162 %

Revenues recognized less billings to customers 50,712 38,206 12,506 33 %

Accounts receivable - trade, net $ 118,383 $ 91,767 $ 26,616 29 %

Contracts in progress 72,808 79,149 ( 6,341 ) ( 8 ) %

Contract liabilities - included in advance billings on contracts:

Billings to customers less revenues recognized $ 57,893 $ 54,051 $ 3,842 7 %

Costs of revenue recognized less cost incurred 585 5,066 ( 4,481 ) ( 88 ) %

Advance billings on contracts 111,987 56,381 55,606 99 %

Net contract balance $ 23,925 $ ( 8,811 ) $ 32,736 372 %

Accrued contract losses 469 217 252 116 %

(in thousands) December 31, 2024 December 31, 2023 $ Change % Change

Accounts receivable - trade, net $ 91,767 $ 77,467 $ 14,300 18 %

Contracts in progress 79,149 46,014 33,135 72 %

Advance billings on contracts 56,381 52,085 4,296 8 %

Accrued contract losses 217 46 171 372 %

For the years ended December 31, 2025, 2024 and 2023, we recognized 92 %, 92 % and 85 % of the revenue related to amounts that were included in advance billings on contracts as of December 31, 2024, 2023 and 2022, respectively.

The following amounts represent retainage on contracts:

4 unchanged sentences

Retainage is a holdback of final payment from a customer upon completion of a contract for a set period of time.

Retainage is included in advanced billings on contracts or contracts in progress in the Consolidated Balance Sheets as of December 31, 2024.

Retainage is included in advance billings on contracts or contracts in progress in the Consolidated Balance Sheets as of December 31, 2025 and 2024.

All long-term retainage at December 31, 2025 is expected to be collected by the end of 2027.

At December 31, 2024 we had $ 540.1 million of remaining performance obligations, which are also referred to as total backlog.

At December 31, 2025 we had $ 423.6 million of remaining performance obligations, which we also refer to as total backlog.

We expect to recognize approximately 90 %, 9 % and 1 % of its remaining performance obligations as revenue in 2026, 2027 and thereafter, respectively.

Changes in Contract Estimates

In the years ended December 31, 2024, 2023 and 2022 we recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows:

Year ended December 31,

(in thousands) 2024 2023 2022

Increases in gross profit for changes in estimates $ 8,231 $ 6,425 $ 10,388

Decreases in gross profit for changes in estimates ( 6,211 ) ( 4,179 ) ( 4,624 )

Net changes in gross profit for changes in estimates $ 2,020 $ 2,246 $ 5,764

Loss Contracts

During the years ended December 31, 2024 and 2023, we recorded $ 0.3 million and $ 1.5 million, respectively, in net losses from changes in estimated costs to complete four and seven , respectively, B&W Thermal contracts in loss positions.

NOTE 8 – INVENTORIES, NET

8 unchanged sentences

NOTE 9 – PR OPERTY, PLANT & EQUIPMENT AND FINANCE LEASES

The following table indicates the carrying value of each of the major classes of depreciable assets in the Consolidated Balance Sheets:

The following table indicates the carrying value of land and each of the major classes of depreciable assets in the Consolidated Balance Sheets:

(in thousands) December 31, 2025 December 31, 2024

6 unchanged sentences

Net property, plant and equipment 43,895 36,279

Finance lease 34,920 30,656

Finance leases

33,960 34,920

Less finance lease accumulated amortization 12,322 10,339

1 unchanged sentence

NOTE 10 – GOODWILL

The following summarizes the changes in the net carrying amount of goodwill in the Consolidated Balance Sheets:

(in thousands) B&W

Renewable B&W Environmental B&W

Thermal Total

Balance at December 31, 2022 $ 9,238 $ 5,347 $ 69,587 $ 84,172

Currency translation adjustments ( 267 ) 290 927 950

Balance at December 31, 2023 $ 8,971 $ 5,637 $ 70,514 $ 85,122

Currency translation adjustments ( 489 ) ( 537 ) ( 1,958 ) ( 2,984 )

Balance at December 31, 2024 $ 8,482 $ 5,100 $ 68,556 $ 82,138

Goodwill represents the excess of the consideration transferred over the fair value of net assets, including identifiable intangible assets, at the acquisition date.

Goodwill is assessed for impairment annually on October 1 or more frequently if events or changes in circumstances indicate a potential impairment exists (a "triggering event").

Goodwill is assessed for impairment annually on October 1 or more frequently if events or changes in circumstances indicate a potential impairment exists.

In July 2025, we allocated $ 30.8 million of goodwill to our Diamond Power business in connection with its sale, as discussed further in Note 5 to the Consolidated Financial Statements.

We did not identify any impairment in the retained goodwill balances subsequent to the allocation of goodwill to the Diamond Power business.

In the fourth quarter of 2025, our reporting units changed as part of our reassessment of our reportable segment structure.

See Note 6 to the Consolidated Financial Statements for further discussion of our assessment.

The annual quantitative assessment was performed using a combination of the income approach (discounted cash flows), the market approach and the guideline transaction method.

4 unchanged sentences

The fair market value calculated in the quantitative assessment exceeded the carrying amount of each of the reporting units by at least 35 % at October 1, 2024.

NOTE 10 – INTANGIBLE ASSETS

The fair market value calculated in the quantitative assessment exceeded the carrying amount of each of the reporting units by more than 100 % at October 1, 2025.

The following summarizes the changes in the net carrying amount of goodwill in the Consolidated Balance Sheets:

(in thousands)

Balance at December 31, 2023 $ 54,297

Currency translation adjustments ( 2,886 )

Balance at December 31, 2024 $ 51,411

Currency translation adjustments 1,686

Balance at December 31, 2025 $ 53,097

NOTE 11 – INTANGIBLE ASSETS, NET

Intangible assets are as follows:

13 unchanged sentences

Accumulated amortization ( 18,855 ) ( 15,503 )

Net definite-lived intangible assets $ 17,746 $ 22,050

Indefinite-lived intangible assets

Trademarks 1,305 1,530

Total intangible assets, net

$ 15,267 $ 17,640

The following summarizes the changes in the carrying amount of intangible assets:

The following summarizes the changes in the carrying amount of intangible assets, net:

Year ended December 31,

5 unchanged sentences

Amortization of intangible assets is included in Cost of operations and SG&A in the Consolidated Statement of Operations.

Definite-lived intangible assets are assessed for impairment on an interim basis when impairment indicators exist.

During the fourth quarter of 2024, we identified factors that indicated a triggering event had occurred, mainly due to the decrease in the common stock price during the quarter.

We performed a quantitative assessment in accordance with ASC 360 and concluded that no impairment of intangible assets exists at December 31, 2024.

Estimated future intangible asset amortization expense, during the year ended December 31, 2024 is as follows (in thousands):

Amortization Expense

Estimated future intangible asset amortization expense, during the year ended December 31, 2025 is as follows:

(in thousands) Amortization Expense

Year ending December 31, 2026

5 unchanged sentences

NOTE 12 – LEASES

The Company leases property, plant and equipment, which primarily includes real estate and vehicles.

We determine if an arrangement is a lease at inception.

Operating leases are included in Right-of-use assets, Operating lease liabilities and Non-current operating lease liabilities in the Consolidated Balance Sheets.

Finance leases are included in Net property, plant and equipment and finance leases, Other accrued liabilities and Other non-current finance liabilities in the Consolidated Balance Sheets.

Operating leases are included in Right-of-use assets, Operating lease liabilities and Operating lease liabilities, net of current portion in the Consolidated Balance Sheets.

Finance leases are included in Net property, plant and equipment and finance leases, financing lease liabilities and financing lease liabilities, net of current portion in the Consolidated Balance Sheets.

Amounts relating to leases are presented in the Consolidated Balance Sheets in the following line items:

6 unchanged sentences

Finance lease liabilities Financing lease liabilities 1,894 1,644

Operating lease liabilities Non-current operating lease liabilities 30,315 23,878

Finance lease liabilities Non-current finance lease liabilities 28,501 26,206

Operating lease liabilities Operating lease liabilities, net of current portion

15,125 13,801

Finance lease liabilities Financing lease liabilities, net of current portion

26,742 28,501

Total lease liabilities $ 47,580 $ 47,150

4 unchanged sentences

Operating lease expense Selling, general and administrative expenses $ 4,930 $ 4,561 $ 3,751

Operating lease expense Cost of operations — — —

Short-term lease expense Selling, general and administrative expenses 1,358 1,940 2,122

8 unchanged sentences

(1) Variable lease expense primarily consists of common area maintenance expenses paid directly to lessors of real estate leases.

We incurred an impairment of $ 1.0 million related to the reduction of our real estate footprint for the year ended December 31, 2025.

Other information related to leases is as follows:

5 unchanged sentences

Financing cash flows - finance leases 1,674 1,369 1,195

(in thousands) December 31, 2024 December 31, 2023

(dollars in thousands)

December 31, 2025 December 31, 2024

Right-of-use assets obtained in exchange for lease liabilities:

29 unchanged sentences

Balance at end of period $ 3,584 $ 2,654 $ 3,521

(1) 2025 balance includes $ 1.3 million of liabilities no longer held for sale as of December 31, 2025.

See Note 5 to the Consolidated Financial Statements for further information.

We record estimated expense in Cost of operations in the Consolidated Statements of Operations to satisfy contractual warranty requirements when we recognize the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is recognized when the contract becomes a loss contract.

2 unchanged sentences

Such changes could have a material effect on our consolidated financial position, results of operations and cash flows.

NOTE 13 – RESTRUCTURING ACTIVITIES

We incurred restructuring charges in 2024, 2023 and 2022.

The charges primarily consist of severance and related costs associated with non-recurring actions taken to transform our operations with impacts on employees and facilities used in our businesses.

The following tables summarizes the restructuring activity incurred by segment:

Year ended December 31,

(in thousands) Total Severance and related costs Other

B&W Thermal segment $ 1,296 $ 636 $ 660

$ 1,296 $ 636 $ 660

Year ended December 31,

(in thousands) Total Severance and related costs Other

B&W Renewable segment $ 629 $ 304 $ 325

B&W Environmental segment 372 180 192

B&W Thermal segment 1,612 781 831

Corporate 6 — 6

$ 2,619 $ 1,265 $ 1,354

Year ended December 31,

(in thousands) Total Severance and related costs Other

B&W Renewable segment $ 231 $ 50 $ 181

B&W Environmental segment 129 28 101

B&W Thermal segment 592 128 464

Corporate ( 1,157 ) ( 1,228 ) 71

$ ( 205 ) $ ( 1,022 ) $ 817

Restructuring liabilities primarily related to severance payments are included in Other accrued liabilities in the Consolidated Balance Sheets.

Activity related to the restructuring liabilities is as follows:

Year ended December 31,

(in thousands) 2024 2023

Balance at beginning of period

Restructuring expense 1,296 2,619

Payments ( 1,420 ) ( 2,333 )

Balance at end of period $ 221 $ 345

NOTE 14 – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

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Plan, ceased.

As of December 31, 2024, and 2023, 67 and 68 hourly employees continue to accrue benefits under the U.S.

Plan for the respective years.

Effective January 1, 2012, a defined contribution component was adopted applicable to Babcock & Wilcox Canada, Ltd.

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We did not present these plans as multi-employer plans because our portion was separately identifiable, and we were able to assess the assets, liabilities and periodic expense in the same manner as if it were a separate plan in each period.

We also sponsor the Diamond Power Specialty Limited Retirement Benefits Plan (the "U.K.

Plan") through a subsidiary.

Effective November 30, 2015, benefit accruals under this plan ceased.

We have accounted for the Guaranteed Minimum Pension Equalization following the U.K.

High Court ruling during the fourth quarter of 2018 by recording prior service cost in accumulated other comprehensive income that will be amortized through net periodic pension cost over 15 years, ending December 31, 2033.

We do not provide retirement benefits to certain non-resident alien employees of foreign subsidiaries.

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Plan participants' contributions

( 541 ) — — —

Amendment — 461 — —

Actuarial loss (gain) 19,138 ( 37,856 ) 156 ( 318 )

Spin-off transfer

( 7,523 ) — — —

Foreign currency exchange rate changes 871 ( 1,537 ) 50 ( 90 )

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Employer contribution 24,366 11,392 871 812

Spin-off transfer

( 7,523 ) — — —

Plan participants' contributions — — 85 99

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(2) We had $ 12.3 million and $ 4.0 million in Fixed Income and Equity, respectively, as of December 31, 2024 relating to securities of the employer.

Components of net periodic benefit cost (benefit) included in net (loss) income are as follows:

Components of net periodic benefit cost included in net loss are as follows:

Pension Benefits Other Benefits

9 unchanged sentences

317 353 339 19 17 17

Net periodic benefit cost (benefit) $ 31,925 $ 37,779 $ ( 36,348 ) $ 664 $ 265 $ ( 461 )

(1) Benefit plans, net, which is presented separately in our Consolidated Statements of Operations, is not allocated to the segments.

(2) Service cost related to a small group of active participants is presented within Cost of operations in the Consolidated Statement of Operations and is allocated to the B&W Thermal segment.

Net periodic benefit cost

$ 9,412 $ 30,936 $ 38,497 $ 706 $ 664 $ 265

(1) Service cost related to a small group of active participants is presented within Cost of operations in the Consolidated Statement of Operations.

Recognized net actuarial loss (gain) consists primarily of reported actuarial loss/gain and the difference between the actual return on plan assets and the expected return on plan assets.

Total net MTM adjustments for our pension and other postretirement benefit plans were losses (gains) of $ 33.6 million, $ 38.0 million and $( 7.7 ) million in the years ended, December 31, 2024, 2023 and 2022, respectively.

Total net MTM adjustments for our pension and other postretirement benefit plans were losses of $ 6.3 million, $ 32.8 million and $ 38.9 million in the years ended, December 31, 2025, 2024 and 2023, respectively.

The recognized net actuarial loss (gain) was recorded in Benefit plans, net in the Consolidated Statements of Operations.

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We use an expected return on plan assets assumption of 6.5 % for the majority of our pension plan assets (approximately 97 % of our total pension assets at December 31, 2025).

The following sensitivity analysis reflects the impact of a 25 -basis point change in the assumed discount rate and return on assets on our pension plan obligations and expense for the year ended December 31, 2024:

(in millions) 0.25% increase 0.25% decrease

Discount rate :

Effect on ongoing net periodic benefit cost (1)

$ ( 14.9 ) $ 15.5

Effect on projected benefit obligation ( 16.4 ) 17.1

Return on assets:

Effect on ongoing net periodic benefit cost ( 1.6 ) 1.6

(1) Excludes effect of annual MTM adjustment.

A 25 -basis point change in the assumed discount rate and return on assets would have no meaningful impact on our other postretirement benefit plan obligations and expense for the year ended December 31, 2024 individually or in the aggregate, excluding the impact of any annual MTM adjustments we record annually.

Investment goals

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United States government securities 14 % 13 %

Corporate stocks 2 % 2 %

Equity 4 % 2 %

Private credit

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Foreign plans:

We sponsor the Canadian Plans and the U.K.

Plan through certain of our foreign subsidiaries.

We sponsor the Canadian Plans through certain of our foreign subsidiaries.

The combined weighted average asset allocations of these plans by asset category were as follows:

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Asset category:

Commingled and mutual funds — % 23 %

Fixed income 99 % 99 %

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See Note 22 below in the Consolidated Financial Statements for a detailed description of fair value measurements and the hierarchy established for valuation inputs.

In accordance with ASC 820, Fair Value Measurement, certain investments that are measured at fair value using the net asset value ("NAV") per share practical expedient have not been classified in the fair value hierarchy.

In accordance with ASC 820, Fair Value Measurements and Disclosures , certain investments that are measured at fair value using the net asset value ("NAV") per share practical expedient have not been classified in the fair value hierarchy.

The investments that are measured at fair value using NAV per share included in the tables below are intended to permit reconciliation of the fair value hierarchy to the fair value of plan assets at the end of each period, which is presented in the first table above titled "Obligations and funded status" .

The following is a summary of total investments of our plans measured at fair value:

(in thousands) Years Ended December 31, 2024 Level 1 Level 2 Level 3

(in thousands) Year ended December 31, 2025 Level 1 Level 2 Level 3

United States government securities $ 79,424 $ — $ 79,424 $ —

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(in thousands) Year ended December 31, 2024 Level 1 Level 2 Level 3

Commingled and mutual funds $ 11,168 $ — $ 11,168 $ —

United States government securities $ 77,641 $ 77,641 $ — $ —

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Total pension and other postretirement benefit assets $ 613,343

A reconciliation of Level 3 plan assets are as follows:

(in thousands) Level 3

Balance at December 31, 2024

Unrealized losses on assets held

Realized gains on assets sold

Purchases, sales, issuances and settlements, net

Balance at December 31, 2025

Expected cash flows

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Amounts charged to expense for employer contributions under the Thrift Plan total approximately $ 4.4 million, $ 4.5 million and $ 4.0 million in the years ended December 31, 2025, 2024 and 2023, respectively.

In 2022 a one-time profit-sharing contribution for the 2021 plan year equal to 0.75 % of the eligible employees' base pay was made.

Also, our salaried Canadian employees are eligible to participate in a defined contribution plan, after minimum service requirements are met.

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Multi-employer plans

One of our subsidiaries in the B&W Thermal segment contributes to various multi-employer plans.

The plans generally provide defined benefits to substantially all unionized workers in this subsidiary.

One of our subsidiaries contributes to various multi-employer plans.

Multi-employer plan assets are commingled among employers;

therefore, unlike a single‑employer plan, we are exposed to funding shortfalls arising from other employers' participation and may face higher future contributions or withdrawal assessments.

The plans generally provide defined

benefits to substantially all unionized workers in this subsidiary.

The following table summarizes our contributions to multi-employer plans for the years ended December 31, 2025, 2024 and 2023:

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Pension Fund EIN/PIN 2025 2024 2023 2025 2024 2023

Boilermaker-Blacksmith National Pension Trust 48-6168020/ 001 Red Red Yellow Yes $ 10.1 $ 13.4 $ 8.0 No Described

Boilermaker-Blacksmith National Pension Trust 48-6168020/ 001 Red Red Red Yes $ 7.3 $ 10.1 $ 13.4 No Described

All other 1.8 1.5 1.2

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Our collective bargaining agreements with the Boilermaker-Blacksmith National Pension Trust ("Boilermaker Plan") is under a National Maintenance Agreement platform which is evergreen in terms of expiration.

However, the agreement allows for

termination by either party with a 90-day written notice.

However, the agreement allows for termination by either party with a 90-day written notice.

Our contributions to the Boilermaker Plan constitute less than 5% of total contributions to the Boilermaker Plan.

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NOTE 15 – DEBT AND CREDIT FACILITIES

The components of our senior notes at December 31, 2024 are as follows:

Senior Notes Due 2026

The components of our Senior Notes due 2026 at December 31, 2025 are as follows:

(in thousands) 6.50 % (1)

Senior notes due in 2026

Senior Notes due 2026

Unamortized deferred financing costs ( 919 )

Net debt balance $ 83,873

The components of our Senior Notes due 2026 at December 31, 2024 are as follows:

(in thousands) 8.125 % (2)

Senior Notes due 2026

$ 193,035 $ 151,440 $ 344,475

2 unchanged sentences

Net debt balance $ 191,544 $ 148,683 $ 340,227

The components of senior notes outstanding at December 31, 2023 are as follows:

(1) The 6.50 % Senior Notes mature in December 2026 and is included in current liabilities in the Consolidated Balance Sheets at December 31, 2025 and noncurrent liabilities in the Consolidated Balance Sheets at December 31, 2024.

As of December 31, 2025 the 6.50 % Senior Notes bear an effective interest rate of 7.6 %.

(2) The 8.125 % Senior Notes had a maturity date of February 2026, and were fully redeemed at December 31, 2025.

$ 191.5 million is included in noncurrent liabilities in the Consolidated Balance Sheets at December 31, 2024.

During the second quarter of 2025, $ 84.0 million aggregate principal amount of our 8.125 % Senior Notes and $ 47.8 million aggregate principal amount of our 6.50 % Senior Notes (collectively, the "Exchanged Notes") were repurchased and cancelled in connection with the privately negotiated exchange described below.

During the third quarter of 2025, we completed a cash tender offer for $ 8.3 million of our 8.125 % Senior Notes and 6.50 % Senior Notes.

A gain of $ 1.7 million was recognized as part of this transaction and is included in Gain (loss) on debt extinguishment on the Consolidated Statement of Operations.

During the third quarter of 2025, $ 5.0 million of our 8.125 % Senior Notes and $ 10.0 million of our 6.50 % Senior Notes were exchanged for $ 15.0 million of our 8.75 % Senior Notes.

During the fourth quarter of 2025 we completed the redemption of our 8.125 % Senior Notes in the amount of $ 98.4 million, settling the debt obligation in full.

We also repurchased $ 6.1 million of our 6.50 % Senior Notes in the fourth quarter of 2025.

Senior Notes Due 2030

The components of our Senior Notes due 2030 at December 31, 2025 are as follows:

(in thousands) 8.75 % (1)

Senior notes due in 2026

$ 193,035 $ 151,440 $ 344,475

Senior Notes due 2030

Unamortized deferred financing costs ( 5,867 )

1 unchanged sentence

Net debt balance $ 150,970

(1) The 8.125 % Senior Notes mature in February 2026

(2) The 6.50 % Senior Notes mature in December 2026

(1) The 8.75 % Senior Notes mature in June 2030 and is included in noncurrent liabilities in the Consolidated Balance Sheets at December 31, 2025.

As of December 31, 2025 the 8.75 % Senior Notes bear an effective interest rate of 4.6 %.

In May 2025, we completed privately negotiated exchange transactions (the "Exchanges") in which we issued $ 100.7 million aggregate principal amount of newly-issued 8.75 % Senior Secured Second Lien Notes due 2030 (the "Senior Secured Notes Due 2030") as consideration for the Exchanged Notes.

The Senior Secured Notes Due 2030 are unconditionally guaranteed jointly and severally by all of our direct and indirect wholly-owned restricted subsidiaries, subject to certain excluded subsidiaries (collectively, the "Guarantors").

The Senior Secured Notes Due 2030 are secured by substantially all of our assets and the assets of the Guarantors.

The security interests in our assets are subject to an intercreditor agreement pursuant to which the Senior Secured Notes Due 2030 are subordinated in right of payment and lien priority to the satisfaction in full of (i) the obligations and satisfaction of the liens under our Credit Agreement (described below), (ii) the obligations and lien under the junior secured promissory note with B.

Riley and (iii) certain obligations secured by a lien in favor of the Pension Benefit Guaranty Corporation (a wholly owned United States government corporation and agency acting on behalf of the B&W Pension Plan (as defined below)) in connection with its waiver of required minimum contributions to the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the "B&W Pension Plan").

The Senior Secured Notes Due 2030 accrue interest a rate of 8.75 % per annum, payable semi-annually in arrears on June 30 and December 30, starting December 30, 2025, and mature on June 30, 2030.

Subject to the intercreditor arrangements discussed above, we may redeem the Senior Secured Notes Due 2030 at any time, on or after May 16, 2026, for cash, at a redemption price equal to 100 % of the applicable principal amount being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The indenture governing the Senior Secured Notes Due 2030 contains certain affirmative and negative covenants that, among other things, limit our and our subsidiaries' ability to incur additional indebtedness or liens, and certain events of default, including with respect to a failure to make payments under the Senior Secured Notes Due 2030 and certain bankruptcy and insolvency events.

As a result of the Company's financial situation as a going concern entity at the time of refinancing, and the fact the creditors have granted concessions, the Exchanges were accounted for as a troubled debt restructuring.

Therefore, the Company recognized the difference between the face value of the original 8.125 % Senior Notes and 6.50 % Senior Notes and the face value of the 8.75 % Senior Notes as debt premium, which it amortizes using the effective interest method over the new 5-year term through May 2030.

During the year ended December 31, 2025, we made $ 13.8 million of in-kind contributions of our Senior Secured Notes Due 2030 to settle Company obligations.

Credit Agreement with Axos

2 unchanged sentences

Our obligations under the Credit Agreement are guaranteed by certain of our domestic and foreign subsidiaries.

Riley has provided a guaranty of payment with regard to our obligations under the Credit Agreement, as further described below.

We used and expect to use the proceeds and letter of credit availability under the Credit Agreement to (i) pay off our prior revolving credit facility with PNC, (ii) provide for working capital needs, (iii) provide cash collateral to secure letters of credit to be issued under the Credit Agreement, and (iv) provide for general corporate purposes.

The Credit Agreement has a maturity date of January 18, 2027, provided that if as of November 28, 2025, as amended by the Fourth Amendment to the Credit Agreement ("Fourth Amendment") (as described below), the 8.125 % Senior Notes and 6.50 % Senior Notes have not been refinanced pursuant to a permitted refinancing, as defined in the Credit Agreement, or the maturity date has not otherwise been extended to a date on or after July 18, 2027, then the maturity date of the Credit Agreement is November 28, 2025.

Riley originally provided a guaranty of payment with regard to our obligations under the Credit Agreement, however this guaranty is no longer in place (refer to Note 24 to the Consolidated Financial Statements which outlines that the guaranty was cancelled in February 2026 under the Tenth Amendment to the Credit Agreement - "the Tenth Amendment").

We used and expect to use the proceeds and letter of credit availability under the Credit Agreement to (i) provide for working capital needs, (ii) provide cash collateral to secure letters of credit to be issued under the Credit Agreement, and (iii) provide for general corporate purposes.

The Credit Agreement has a maturity date of January 18, 2028, 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, 2028, then November 30, 2026, as amended by the Tenth Amendment.

The interest rates applicable under the Credit Agreement are:

(i) with respect to SOFR Loans, (a) SOFR plus 5.25 % if the outstanding principal amount of loans is equal to or less than $ 100.0 million or (b) SOFR plus 4.00 % if the outstanding principal amount of loans is equal to or greater than $ 100.0 million;

(ii) with respect to Base Rate Loans, the greater of (a) the Federal Funds Rate plus 2.00 % plus the Applicable Margin, (b) the prime rate as designated by Axos plus the Applicable

Margin, and (c) Daily Simple SOFR plus 1.00 % plus the Applicable Margin;

(ii) with respect to Base Rate Loans, the greater of (a) the Federal Funds Rate plus 2.00 % plus the Applicable Margin, (b) the prime rate as designated by Axos plus the Applicable Margin, and (c) Daily Simple SOFR plus 1.00 % plus the Applicable Margin;

and (iii) with respect to the default rate under the Credit Agreement, the then-existing interest rate plus 2.00 %.

In connection with the Credit Agreement, we were required to pay (i) an origination fee of $ 1.5 million, (ii) a commitment fee equal to 0.50 % per annum multiplied by the positive difference by which the Aggregate Revolving Commitments exceed the Total Revolvings Outstanding (as defined in the Credit Agreement), subject to adjustment, (iii) a facility fee equal to the Applicable Margin for SOFR Loans multiplied by the positive difference by which the actual daily amount of L/C Obligations the Administrative Agent is then holding Specified Cash Collateral exceeds the actual daily Outstanding Amount of Revolving Loans, and (iv) a collateral monitoring fee of $ 1,000 per month.

In connection with the Credit Agreement, we are required to pay (i) a commitment fee equal to 0.50 % per annum multiplied by the positive difference by which the Aggregate Revolving Commitments exceed the Total Revolvings Outstanding (as defined in the Credit Agreement), subject to adjustment, (ii) a facility fee equal to the Applicable Margin for SOFR Loans multiplied by the positive difference by which the actual daily amount of L/C Obligations the Administrative Agent is then holding Specified Cash Collateral exceeds the actual daily Outstanding Amount of Revolving Loans, and (iii) a collateral monitoring fee of $ 1,000 per month.

We are permitted to prepay all or any portion of the loans under the Credit Agreement prior to maturity subject to the payment of an early termination fee.

5 unchanged sentences

If any event of default occurs, Axos may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Credit Agreement may become due and payable immediately.

At December 31, 2024, after giving consideration to the Fourth Amendment discussed below, we are in compliance with all financial and other covenants contained in the Credit Agreement.

In connection with our entry into the Credit Agreement, we entered into with B.

Riley (i) a guaranty agreement in favor of (a) Axos, in its capacity as administrative agent under the Credit Agreement, for the ratable benefit of the Secured Parties and (b) such Secured Parties (the "B.

Riley Guaranty") and (ii) a fee and reimbursement agreement, made by B.

Riley and accepted and agreed to by us (the "B.

Riley Fee Agreement").

Riley Guaranty provides for the guarantee of all of our obligations under the Credit Agreement.

Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Credit Agreement.

Riley Fee Agreement provides, among other things, for an annual fee to be paid to B.

Riley by us in an annual amount equal to 2.00 % of Aggregate Revolving Commitments under the Credit Agreement (or approximately $ 3.0 million) as consideration for B.

Riley’s agreements and commitments under the B.

Riley Guaranty.

Riley Fee Agreement also requires us to reimburse B.

Riley to the extent the B.

Riley Guaranty is called upon by the agent or lenders under the Credit Agreement and requires us to execute a junior secured promissory note with respect to the same within 60 days after the execution of the B.

Riley Fee Agreement (or such other date as B.

Riley may agree to).

On April 30, 2024, we, along with certain subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the First Amendment to Credit Agreement (the "First Amendment").

The First Amendment, among other things, amends the Increased Inventory Period.

In 2024, the Increased Inventory Period commenced on April 30, 2024 and ended on July 31, 2024 and would provide approximately $ 6.0 million additional available borrowings under the Credit Agreement.

On July 3, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the Second Amendment.

Pursuant to the Second Amendment, Axos and the Lenders party to the Credit Agreement consented to the Company’s engagement in the Specified Transactions and agreed that the consummation of any Specified Transaction would not result in an event of default under the Credit Agreement.

As a condition to the foregoing consent and agreements, the Company agreed to apply the net cash proceeds of all three occurrences of the Specified Transactions in the following order, irrespective of the order of consummation of the Specified Transactions:

(i) to the repayment of revolving loans under the Credit Agreement, in an aggregate amount equal to $ 10.0 million (the "Specified Revolver Paydown");

(ii) to the repayment of liabilities in respect of the certain pension plans of the Company and its subsidiaries, in an aggregate amount equal to $ 15.0 million;

(iii) to the repayment of letter of credit borrowings or advances, or if no such amounts are outstanding, to the cash collateralization of existing letter of credit obligations, in an aggregate amount equal to $ 10.0 million;

(iv) to PNC in an amount not exceeding $ 1.6 million in connection with the repayment and/or cash collateralization of certain existing facilities;

(v) to the repayment of revolving loans under the Credit Agreement, in an aggregate amount equal to $ 54.0 million (which amounts may be reborrowed in whole or in part to the extent permitted under the Credit Agreement at such time and may be used for purposes permitted under the Credit Agreement, including for working capital needs);

(vi) to the repayment of the Senior Notes due 2026 or any additional unsecured senior notes issued under the Company’s unsecured notes indenture, in an aggregate amount equal to $ 193.0 million;

and (vii) the remainder to be retained by the Company to finance working capital, capital expenditures and acquisitions and for general corporate purposes (including the payment of fees and expenses).

The Second Amendment further amended the Credit Agreement by sunsetting the option to increase the amounts available to be borrowed based on inventory in the borrowing base under the Credit Agreement following the Specified Revolver Paydown, and extended the maturity date under the agreement from August 30, 2025 to October 31, 2025 in the event that the Indebtedness under any of the Company’s unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement.

The October 31, 2025 maturity date was subsequently extended to November 28, 2025 in the Fourth Amendment to Credit Agreement, as described below.

The maturity date of the Credit Agreement otherwise remains January 18, 2027.

On August 7, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the Third Amendment to the Credit Agreement ("Third Amendment").

The Third Amendment amended the definition of Consolidated Adjusted EBITDA to (i) exclude certain costs incurred in connection with the settlement of the Glatfelter Litigation;

and (ii) add back certain contributions currently required to be made by us or our Subsidiaries to the U.S.

Plan, up to an aggregate maximum of $ 15.0 million.

On November 8, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement and Axos, as administrative agent, entered into the Fourth Amendment.

The Fourth Amendment, among other things:

(i) extends the maturity date from October 31, 2025 to November 28, 2025 in the event that the Indebtedness under any of the Company's unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement (the maturity date otherwise remains January 28, 2027);

(ii) increases the minimum availability amount from $ 2.0 million to $ 5.0 million following the earlier of (a) the receipt by the lenders of any cash proceeds from the SPIG/GMAB disposition or (b) November 15, 2024;

(iii) amends the definition of Cash Dominion Event to mean a continuing event of default or failure of the Company to maintain availability of the lesser of (x) the minimum availability amount and (y) 15 % of the loan cap (previously $ 7.5 million or 15 % of the loan cap);

(iv) amends the definition of Consolidated Adjusted EBITDA to add back certain recoveries from a representations and warranties insurance policy claim related to B&W Solar, up to $ 6.8 million;

and (v) provides that the Letter of Credit sublimit shall be reduced on a dollar-for-dollar basis with any Specified L/C Paydown made pursuant to the Second Amendment.

At December 31, 2025, after giving consideration to the Amendments to the Credit Agreement, we are in compliance with all financial and other covenants contained in the Credit Agreement.

The key terms of the Credit Agreement described above reflect the various amendments completed since the original Credit Agreement was entered into and reflect changes in the Company's capital structure, borrowing base, collateral requirements and financial covenant levels.

These amendments addressed, among other items, (i) authorization of specified asset dispositions, (ii) adjustments to borrowing base components, including increases in inventory valuation percentages and changes to PBGC reserve requirements, (iii) temporary and permanent modifications to minimum liquidity thresholds, (iv) deferral or modification of certain covenant ratios, (v) add‑backs related to discontinued operations and capital expenditures for covenant calculations and (vi) updates to maturity provisions tied to the refinancing or repayment of other outstanding debt instruments.

On February 25, 2026, the Company with certain subsidiaries of the Company as guarantors, B.

Riley, and the lenders party to the Credit Agreement with Axos, as administrative agent, entered into the Tenth Amendment to the Credit Agreement.

Pursuant to the Tenth Amendment, Axos and the Lenders party to the Credit Agreement consented to amend certain provisions of the Credit Agreement to, among other things, (i) increase the amounts available to be borrowed based on inventory and receivables in the borrowing base under the Credit Agreement;

(ii) extend the maturity date of the Credit Agreement to January 18, 2028;

(iii) suspend the PBGC Reserve (provided that the PBGC Reserve shall be re-imposed in the amount of $ 3.0 million on January 1, 2027 unless the Company has provided evidence to Axos that the $ 3.0 million installment due to the PBGC on or prior to September 15, 2026 has been paid);

(iv) modify the covenants relating to deposit account control agreements and institutions to allow for certain holdings in foreign currencies;

and (v) release B.

Riley as a specified guarantor thereunder (see Note 24 to the Consolidated Financial Statements).

At December 31, 2025, we had a total of $ 66.8 million outstanding on the Credit Agreement, which includes $ 0.0 million drawn on the revolving credit portion of the facility and $ 66.8 million drawn on the letter of credit portion.

At December 31, 2024, cash collateralizing the letters of credit totaling $ 89.3 million is classified as current Restricted cash given the classification of the Credit Agreement as current.

Other Loans Payable

As of December 31, 2024, we had loans payable of $ 133.7 million, net of debt issuance costs of $ 0.5 million.

Included in these amounts, we had approximately $ 9.3 million, net of debt issuance costs of $ 0.5 million, related to sale-leaseback financing transactions.

The remaining future cash payments related to the sale-leaseback financing transactions for each year ending December 31 are as follows:

Thereafter 12,513

Total minimum liability requirements $ 17,172

Imputed interest ( 7,434 )

Total $ 9,738

At December 31, 2023, we had loans payable of $ 41.6 million, net of debt issuance costs of $ 0.5 million, of which $ 6.2 million is classified as current and $ 35.4 million as long term in the Consolidated Balance Sheets.

Included in these amounts, we had approximately $ 12.3 million, net of debt issuance costs of $ 0.5 million, related to sale-leaseback financing transactions.

Revolving and Letter of Credit Agreements with Axos, PNC and MSD

In June 2021, we entered into the Revolving Credit Agreement with PNC as administrative agent, and the Letter of Credit Agreement, pursuant to which PNC agreed to issue up to $ 110.0 million in letters of credit that were secured in part by cash collateral provided by MSD, as well as a reimbursement, guaranty and security agreement with MSD, as administrative agent, and the cash collateral providers from time to time party thereto, along with certain of our subsidiaries as guarantors, pursuant to which we are obligated to reimburse MSD and any other cash collateral provider to the extent the cash collateral provided by MSD and any other cash collateral provider to secure the Letter of Credit Agreement was drawn to satisfy draws on letters of credit (the "Reimbursement Agreement") and the Debt Facilities.

At December 31, 2025, cash collateralizing the letters of credit totaling $ 66.8 million is classified as Current restricted cash and Long-term restricted cash included in the Consolidated Balance Sheets.

The weighted average interest rate on short-term obligations outstanding as of December 31, 2025 and 2024 was 9.1 % and 9.5 %, respectively.

Revolving and Letter of Credit Agreements

Our obligations under the Debt Facilities were guaranteed by certain of our existing and future domestic and foreign subsidiaries.

Riley, a related party, provided a guaranty of payment with regard to our obligations under the Reimbursement Agreement.

The Debt Facilities were effectively replaced by the Credit Agreement in January 2024.

The Revolving Credit Agreement was terminated in connection with our entry into the Credit Agreement and we transitioned letters of credit outstanding under the Letter of Credit Agreement and Reimbursement Agreement to the Credit Agreement.

All outstanding letters of credit were transitioned to the Credit Agreement by September 30, 2024, and the Letter of Credit Agreement and Reimbursement Agreement were

The Debt Facilities were effectively replaced by our Credit Agreement with Axos that began in January 2024.

The Revolving Credit Agreement with PNC was terminated in connection with our entry into the Credit Agreement and we transitioned letters of credit outstanding under the Letter of Credit Agreement and Reimbursement Agreement to the Credit Agreement.

All outstanding letters of credit were transitioned to the Credit Agreement by September 30, 2024, and the Letter of Credit Agreement and Reimbursement Agreement were terminated at that time.

We recognized a loss on debt extinguishment of $ 7.3 million in the year ended December 31, 2024 related to the write-off of unamortized deferred financing fees and other costs incurred to exit the Debt Facilities.

A summary of usage of letters of credit under the domestic facilities is as follows.

Due to the timing of the transition of our Letter of Credit Arrangements from PNC and MSD to Axos, balances as of December 31, 2024 are with Axos and balances as of December 31, 2023 are with PNC and MSD.

A summary of usage of letters of credit under domestic facilities is as follows:

(in thousands) 2025 2024

Letters of credit under domestic facilities:

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The following table provides a summary of outstanding letters of credit issued outside of the domestic facilities, and outstanding surety bonds:

(in thousands) 2025 2024

Letters of credit under non-domestic facilities $ 6,545 $ 477

2 unchanged sentences

Without sufficient capacity, our ability to support contract security requirements in the future will be diminished.

NOTE 16 – CAPITAL STOCK

In April 2024, we entered into the Sales Agreement with the Agents, in connection with the offer and sale from time to time of shares of our common stock, having an aggregate offering price of up to $ 50.0 million through the Agents (such offering, the "At-the-Market" offering).

As of December 31, 2024 , 5.0 million shares have been sold pursuant to the Sales Agreement, for net proceeds of $ 7.9 million.

In July 2024, we entered into the Registration Rights Agreement with B.

Pursuant to the Registration Rights Agreement, we have agreed to provide B.

Riley with customary demand registration rights for all shares of our common stock they beneficially own, including any common stock issuable upon the exercise of any warrants that may be issued to them under the B.

Riley Fee Agreement, as described in Note 15 to the Consolidated Financial Statements.

In May 2022, our stockholders, upon the recommendation of our Board of Directors, approved an amendment to the Babcock & Wilcox Enterprises, Inc.

2021 Long-Term Incentive Plan.

The Plan Amendment became effective upon such stockholder approval.

The Plan Amendment increased the total number of shares of our common stock authorized for award grants under the 2021 Plan from 1,250,000 shares to 5,250,000 shares.

The 2021 Plan replaced our Amended and Restated 2015 Long-Term Incentive Plan.

In addition to the 5,250,000 shares available for award grant purposes under the 2021 Plan as described above, any shares of our common stock underlying any outstanding award granted under the 2015 Plan that, following May 20, 2021, expires, or is terminated, surrendered, or forfeited for any reason without issuance of such shares shall also be available for the grant of new awards under the 2021 Plan.

Preferred Stock

During the twelve months ending December 31, 2024, our Board of Directors approved dividends tota ling $ 14.9 million t o holders of the Preferred Stock .

There were no cumulative undeclared dividends of the Preferred Stock at December 31, 2024, and all declared dividends have been paid as of December 31, 2024.

NOTE 17 – INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

Other Loans Payable

As of December 31, 2025, we had loans payable of approximately $ 8.4 million, net of debt issuance costs of $ 0.5 million, related to sale-leaseback financing transactions.

The remaining future cash payments related to the sale-leaseback financing transactions for each year ending December 31 are as follows:

(in thousands)

Thereafter 11,677

Total minimum liability requirements 15,678

Imputed interest ( 6,744 )

Total $ 8,934

As of December 31, 2024, we had loans payable of approximately $ 9.3 million, net of debt issuance costs of $ 0.5 million, related to sale-leaseback financing transactions.

During the year ended December 31, 2025, we received a payment of $ 5.0 million from the State of West Virginia relating to our BrightLoop ™ project which is considered a forgivable loan.

The loan will be forgiven in full when certain employment and capital expenditure milestones are met during the course of project.

Interest expense in the Consolidated Financial Statements consisted of the following components:

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Components associated with borrowings from:

Senior notes $ 25,512 $ 25,601 $ 24,962

Credit Facility 4,892 1,494 —

Senior Notes due 2026

$ 16,961 $ 25,512 $ 25,601

Senior Notes due 2030

Revolving Credit Agreement 2,961 4,892 1,494

26,651 30,404 27,095

Components associated with amortization or accretion of:

Deferred fees on Revolving Credit Agreement 6,149 4,643 4,400

Deferred fees on Senior notes 2,606 2,525 2,612

Revolving Credit Agreement 4,585 6,149 4,643

Senior Notes due 2026

2,035 2,606 2,525

Senior Notes due 2030

( 3,075 ) — —

3,545 8,755 7,168

Components associated with interest from:

Lease liabilities 2,427 2,037 2,813

Letter of Credit fees and interest 3,942 3,519 3,910

Letter of Credit interest and fees 4,498 3,942 3,519

Other interest expense 1,018 1,007 1,966

Capitalized interest

7,336 6,986 8,298

Total interest expense $ 37,532 $ 46,145 $ 42,561

NOTE 16 – CAPITAL STOCK

Preferred Stock

During the twelve months ending December 31, 2025, our Board of Directors approved dividends tot aling $ 14.9 million to holders of the Preferred Stock.

There were no cumulative undeclared dividends of the Preferred Stock at December 31, 2025, and all declared dividends have been paid as of December 31, 2025.

In April 2024, we entered into the Sales Agreement with the Agents, in connection with an at-the-market offering.

As of December 31, 2025 and 2024, 15.0 million and 5.0 million shares, respectively, have been sold pursuant to the Sales Agreement, for net proceeds of $ 32.5 million and $ 7.9 million, respectively.

In November 2025, we entered into the 2025 Sales Agreement with the 2025 Agents, in connection with the offer and sale from time to time by us of shares of our common stock, having an aggregate offering price of up to $ 200.0 million through the 2025 Agents.

As of December 31, 2025, 18.7 million shares have been sold pursuant to the 2025 Sales Agreement for net proceeds of $ 95.7 million.

Applied Digital

On November 4, 2025, we entered into a limited notice to proceed ("LNTP") with Applied Digital for a project to design and install four 300 -megawatt natural gas-fired power plants consisting of boilers and associated steam turbines to deliver power for an AI factory.

As further discussed in Note 24 to the Consolidated Financial Statements, we and Base Electron, an IPP backed by Applied Digital, entered into a definitive written agreement in relation to the project (the "Definitive Agreement") which outlined additional terms and conditions for the project.

The plant is targeted to begin operation in 2028.

In connection with the entry into the LNTP, we issued to Applied Digital, in a private placement, (i) 0.5 million shares of common stock, par value $ 0.01 per share for a purchase price of $ 2 million and (ii) a warrant (the "Initial Warrant") exercisable to purchase 2.6 million shares of our common stock at an exercise price of $ 4.11 , subject to registration rights.

Under the terms of the Initial Warrant, it is classified as a liability-based award which requires calculation of fair value for each reporting period until settled or expired.

As of December 31, 2025, we calculated a fair value of the Initial Warrant of $ 8.3 million which is recorded in Other accrued liabilities in the Condensed Balance Sheets.

We used the following assumptions to determine the fair value of the Initial Warrant granted as of December 31, 2025:

Risk-free interest rate 3.84 %

Expected volatility 105 %

Exercise price $ 4.11

Remaining term of warrant 7 years

In making these assumptions, we based risk-free rates on the corresponding U.S.

Treasury spot rates for the remaining duration of the grant, which we convert to a continuously compounded rate.

We based estimated volatility on the historical returns of our stock price and selected guideline companies over the remaining term of the grant.

The LNTP also granted to Applied Digital additional warrants to purchase up to 7.86 million shares of our common stock, on the same terms as the Initial Warrant, which was unvested as of December 31, 2025, but vested as a result of the execution of the Definitive Agreement as outlined in Note 24 to the Consolidated Financial Statements.

NOTE 17 – SUPPLEMENTAL CASH FLOW INFORMATION

The following table provides a reconciliation of cash and cash equivalents and current and long-term restricted cash reported within the Consolidated Balance Sheets and in the Consolidated Statements of Cash Flows:

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Hold-back for acquisition purchase price

— 2,950 5,900

Escrow for long-term project

10,432 42 297

Restricted cash and cash equivalents 104,209 6,034 36,732

Current and Long-term restricted cash and cash equivalents

111,904 104,209 6,034

Total Cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows (3)

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(1) We released $ 5.7 million in project indemnity restricted cash collateral for the Letter of Credit Agreement in 2023.

(2) We paid an additional $ 10.0 million in December, 2022 for letter of credit collateral which is reflected in Long-term restricted cash in the Consolidated Balance Sheets.

This amount was released in 2023 in association with our refinancing with PNC.

(3) The purchase price for FPS was $ 59.2 million, including a hold-back of $ 5.9 million .

(4) In January 2022, we funded $ 11.4 million in an escrow account as security to ensure project performance.

This cash was released in 2023.

(5) Includes cash held at discontinued operations of $ 3.5 million, $ 27.3 million and $ 21.1 million at December 31, 2024, 2023 and 2022, respectively.

The following cash activity is presented as a supplement to the Consolidated Statements of Cash Flows and is included in Net cash used in activities:

Year ended December 31,

(in thousands) 2024 2023 2022

Income tax payments, net $ 7,761 $ 6,731 $ 7,950

Cash paid for interest (1)

$ 37,320 $ 23,067 $ 25,673

(1) Excludes amounts paid for Letter of Credit fees

(2) Balance drawn on Axos Credit Agreement to serve as collateral on our letters of credit.

This is reflected in Current restricted cash and Long-term restricted cash in the Consolidated Balance Sheets.

(3) Includes cash held at discontinued operations of $ 3.5 million and $ 27.3 million at December 31, 2024 and 2023, respectively.

NOTE 18 – STOCK-BASED COMPENSATION

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There were no stock options awarded in 2025.

As of December 31, 2024, there were 0.1 million shares outstanding and exercisable, at a weighted average exercise price of $ 70.45 and $ 70.44 , respectively, and a weighted average remaining contractual term of 2.4 years.

As of December 31, 2025, there were nominal shares outstanding and exercisable, at a weighted average exercise price of $ 63.57 and $ 63.55 , respectively, and a weighted average remaining contractual term of 1.7 years.

Restricted stock units

Non-vested restricted stock units activity for the year ended December 31, 2025 is as follows:

(share data in thousands) Number of shares Weighted-average grant date fair value

(in thousands, except share amounts)

Number of shares Weighted-average grant date fair value

Non-vested at beginning of period 1,740 $ 2.33

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As of December 31, 2025, total compensation expense not yet recognized related to non-vested restricted stock units was $ 2.2 million and the weighted-average period in which the expense is expected to be recognized is 2.0 years.

As of December 31, 2025, total compensation expense was $ 2.6 million.

Restricted stock units with market conditions

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The $ 6.70 grant date fair value per market-based RSU was determined using a Monte Carlo simulation approach.

Compensation expense for awards with market conditions is recognized over the derived service period using cost of equity as the drift rate in the simulation for estimating the dividend service period and is not reversed if the market condition is not met.

We used the following assumptions to determine the fair value of the restricted stock units with market conditions as of the grant date :

Risk free interest rate 2.7 %

Volatility 59.0 %

Cost of equity 17.4 %

Performance period 5 years

Derived service period 0.78 years

There was no compensation expense for the year ended December 31, 2025.

Restricted stock units with market conditions activity for the year ended December 31, 2025 was as follows:

(share data in thousands) Number of shares Weighted-average grant date fair value

(in thousands, except share amounts)

Number of shares Weighted-average grant date fair value

Non-vested at beginning of period 595 $ 6.70

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Non-vested at end of period 520 6.70

Stock Appreciation Rights

Stock Appreciation Rights (SARs)

In December 2018, we granted stock appreciation rights to certain employees ("Employee SARs") and to a non-employee related party, BRPI Executive Consulting, LLC ("Non-employee SARs").

The Employee SARs and Non-employee SARs both expire ten years after the grant date and primarily vest 100 % upon completion after the required years of service.

Upon vesting, the Employee SARs and Non-employee SARs may be exercised within 10 business days following the end of any calendar quarter during which the volume weighted average share price is greater than the share price goal.

The SARs expire ten years after the grant date and primarily vest 100 % upon completion after the required years of service.

Upon vesting, SARs may be exercised within 10 business days following the end of any calendar quarter during which the volume weighted average share price is greater than the share price goal.

Upon exercise of the SARs, holders receive a cash-settled payment equal to the number of SARs that are being exercised multiplied by the difference between the stock price on the date of exercise minus the SARs base price.

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The liability method was used to recognize the accrued compensation expense with cumulatively adjusted revaluations to the then current fair value at each reporting date through final settlement.

We used the following assumptions to determine the fair value of the SARs granted to employees and non-employee as of December 31, 2024 and 2023:

In September 2024, the former Non‑employee SAR holder became an employee of the Company.

As of December 31, 2025, there were two holders of Employee SARs, as all other SARs terminated upon the holders departure from the Company.

We used the following assumptions to determine the fair value of the SARs granted as of December 31, 2025 and 2024:

Risk-free interest rate 3.70 % 4.30 %

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The valuation model assumes the holders will exercise their SARs prior to the expiration of the contractual term of the SARs.

As of December 31, 2024, the SARs are fully vested and their total intrinsic value is $ 0.0 million .

As of December 31, 2025 and 2024, the SARs are fully vested and their total intrinsic value is zero .

NOTE 19 – INCOME TAXES

( Loss) income from continuing operations before income tax expense is comprised of the following:

Loss from continuing operations before income tax expense is comprised of the following:

Year ended December 31,

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Provision for income taxes $ 8,280 $ 12,801 $ 5,604

(1) The 2022 amount is primarily attributable to deferred tax expense associated with nontaxable mark-to-market pension gains in certain states where temporary deductible benefits are expected to be recovered, changes in enacted statutory income tax rates, and changes in apportionment relating to project mix.

The provision for income taxes attributable to continuing operations differs from the amount computed by applying the statutory federal income tax rate to income (loss) before the provision (benefit) for income taxes.

The sources and tax effects of the differences are as follows:

(in thousands, except for percentages)

Year ended December 31, 2025

Federal Statutory Tax Rate $ ( 5,159 ) 21 %

State and Local Income Taxes, Net of Federal Income Tax Effect (1)

Foreign Tax Effects

Statutory tax rate difference ( 1,067 ) 4 %

Provincial tax 2,763 ( 11 ) %

Prior period adjustment ( 773 ) 3 %

Statutory tax rate difference 14,179 ( 58 ) %

Nontaxable income ( 104,965 ) 427 %

Taxable gain from sale of subsidiary 36,211 ( 147 ) %

Change in valuation allowance

( 204,133 ) 831 %

Write-off of net operating losses

155,012 ( 631 ) %

Other ( 4 ) — %

Statutory tax rate difference ( 2,204 ) 9 %

Nondeductible bad debt expense 14,229 ( 58 ) %

Other nontaxable items ( 456 ) 2 %

Withholding Tax 592 ( 2 ) %

Other 289 ( 1 ) %

Other Foreign Jurisdiction

Other 1,831 ( 8 ) %

Effect of Cross-Border Tax Laws

Subpart F 1,344 ( 5 ) %

Other ( 160 ) — %

Effect of Changes in Tax Laws or Rates Enacted in the Current Period — — %

Nontaxable or Nondeductible Items

IRC Section 162(m) limitation 821 ( 3 ) %

Stock-based compensation 270 ( 1 ) %

Meals and entertainment 226 ( 1 ) %

Parking lot expenses 514 ( 2 ) %

Loss on dissolution ( 7,175 ) 29 %

Research and development credit

Foreign tax credit 1,826 ( 7 ) %

Changes in Valuation Allowances 104,540 ( 426 ) %

Changes in Unrecognized Tax Benefits — — %

Other Adjustments

Prior period adjustments ( 519 ) 2 %

Income tax expense

$ 8,280 ( 34 ) %

(1) State and local taxes in Tennessee, Louisiana, Kentucky and California comprise the majority of this category.

Year ended December 31,

(in thousands) 2024 2023

2 unchanged sentences

Foreign rate differential 533 284

Deferred taxes - change in tax rate — — 1,217

Non-deductible (non-taxable) items ( 344 ) 860

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Net operating loss carryforward 237,164 354,656

State net operating loss carry forward 21,945 20,476

State net operating loss carryforward 34,425 21,945

Capital loss carryforward

Interest limitation carryforward 64,864 63,670

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Right-of-use assets ( 12,436 ) ( 16,262 )

Long-term contracts — ( 102 )

Unremitted earnings ( 4,118 ) ( 3,943 )

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At December 31, 2025 we have foreign NOL carryforward DTAs of approximately $ 101.4 million available to offset future taxable income in certain foreign jurisdictions.

Of these foreign NOL carryforwards, $ 99.0 million do not expire.

The remaining foreign NOLs will expire between 2024 and 2040.

These foreign NOL carryforwards do not expire.

At December 31, 2025, we have U.S.

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Of this amount, $ 21.1 million will expire between 2026 and 2045.

At December 31, 2024, we have foreign tax credit carryforwards of $ 1.8 million.

These carryforwards will expire between 2024 and 2026.

At December 31, 2025, we have U.S.

general business and R&D tax credit DTAs of approximately $ 2.9 million available to offset future taxable income which will begin to expire in 2034.

At December 31, 2025, we have valuation allowances of $ 406.9 million for deferred tax assets, which we expect will not be realized through carry-backs, reversals of existing taxable temporary differences, estimates of future taxable income or tax-planning strategies.

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Undistributed earnings of certain foreign subsidiaries amounted to approximately $ 127.4 million.

We no longer intend to assert indefinite reinvestment with respect to all of the undistributed earnings in foreign subsidiaries.

We do not intend to assert indefinite reinvestment with respect to all of the undistributed earnings in foreign subsidiaries.

We have recognized a deferred tax liability in the amount of $ 4.1 million.

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The remaining balance of unrecognized tax benefits relates to deferred tax assets that, if recognized, would require a full valuation allowance.

It is not expected that the amount of unrecognized tax benefits will change significantly during the next 12 months.

We recognize interest and penalties related to unrecognized tax benefits in our provision for income taxes;

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Tax years 2016 through 2024 remain open to assessment by the United States Internal Revenue Service and various state and international tax authorities.

We do not have any returns under examination for years prior to 2014.

We are currently under audit in the Philippines for tax year 2023 and do not expect the outcome of the audit to have a material impact on the financial statements.

We do not have any returns under examination in any other jurisdictions.

NOTE 20 – CONTINGENCIES

Litigation Relating to Boiler Installation and Supply Contract

On December 27, 2019, a complaint was filed against us by Glatfelter in the United States District Court for the Middle District of Pennsylvania, Case No.

1:19-cv-02215-JPW, alleging claims of breach of contract, fraud, negligent misrepresentation, promissory estoppel and unjust enrichment (the "Glatfelter Litigation").

The complaint alleged damages in excess of $ 58.9 million.

On March 16, 2020 we filed a motion to dismiss, and on December 14, 2020 the court issued its order dismissing the fraud and negligent misrepresentation claims.

On January 11, 2021, we filed an answer and a counterclaim for breach of contract, seeking damages in excess of $ 2.9 million.

On November 30, 2022, we and Glatfelter each filed cross-motions for summary judgment.

On June 21, 2023, the court granted our motion in part, dismissing Glatfelter’s promissory estoppel and unjust enrichment claims, dismissing Babcock & Wilcox Enterprises, Inc.

entirely (Glatfelter's remaining claim is asserted against The Babcock & Wilcox Company), and finding that Plaintiffs’ claims for damages will be subject to the contractual cap on liability, and denied Glatfelter’s motion for summary judgment.

On August 8, 2024, we and Glatfelter entered into a settlement agreement to resolve the Glatfelter Litigation (the "Glatfelter Settlement Agreement").

Pursuant to the Glatfelter Settlement Agreement, we agreed to pay Glatfelter a total sum of $ 6.5 million (the "Settlement Amount"), to be paid in six consecutive monthly installments that began on September 3, 2024.

The Settlement Amount is subject to a letter of credit backstopping the payments and contains customary confidentiality and non-disparagement provisions.

The remaining amount to be paid is accrued and reflected in Other accrued liabilities in the Consolidated Balance Sheets at December 31, 2024.

Russian Invasion of Ukraine

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and workers' compensation, premises liability and other claims.

Based on prior experience, except as disclosed above, we do not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Based on prior experience, we do not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

NOTE 21 – ACCUMULATED OTHER COMPREHENSIVE LOSS

Gains and losses deferred in AOCI are generally reclassified and recognized in the Consolidated Statements of Operations once they are realized.

The changes in the components of AOCI, net of tax, for December 31, 2024, 2023, and 2022 were as follows:

The changes in the components of AOCI, net of tax, for the years ended December 31, 2025, 2024, and 2023 were as follows:

(in thousands) Currency translation

4 unchanged sentences

Other comprehensive income before reclassifications

5,555 — 5,555

Amounts reclassified from AOCI to net income

Net other comprehensive income

5,555 870 6,425

Balance at December 31, 2023 $ ( 64,778 ) $ ( 1,583 ) $ ( 66,361 )

Other comprehensive loss before reclassifications

Amounts reclassified from AOCI to net income — 870 870

Net other comprehensive income (loss) 5,555 870 6,425

( 9,459 ) — ( 9,459 )

Amounts reclassified from AOCI to net (loss) income

( 11,250 ) 410 ( 10,840 )

Net other comprehensive (loss) income

( 20,709 ) 410 ( 20,299 )

Balance at December 31, 2024 $ ( 85,487 ) $ ( 1,173 ) $ ( 86,660 )

1 unchanged sentence

Amounts reclassified from AOCI to net income

68,358 1,351 69,709

Net other comprehensive income

69,331 1,351 70,682

Balance at December 31, 2025 $ ( 16,156 ) $ 178 $ ( 15,978 )

2 unchanged sentences

2025 2024 2023

Release of currency translation adjustment with the sale of business Income from discontinued operations $ 11,250 $ — $ —

Release of currency translation adjustment with the sale of business (Loss) income from discontinued operations

$ ( 68,358 ) $ 11,250 $ —

Pension and post retirement adjustments, net of tax Benefit plans, net ( 1,351 ) ( 410 ) ( 870 )

Net (loss) income

$ ( 69,709 ) $ 10,840 $ ( 870 )

NOTE 22 – FAIR VALUE MEASUREMENTS

The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by ASC 820, Fair Value Measurements).

Available-For-Sale Debt Securities

(in thousands) December 31, 2024 Level 1 Level 2

Corporate notes and bonds $ 5,196 $ 5,196 $ —

United States government and agency securities 1,598 1,598 —

Total fair value of available-for-sale securities $ 6,794 $ 6,794 $ —

(in thousands) December 31, 2023 Level 1 Level 2

The accounting guidance established by ASC 820, Fair Value Measurements and Disclosures , establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (known as "Level 1") and the lowest priority to unobservable inputs (known as "Level 3").

Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2.

The following tables summarize financial assets carried at fair value, all of which were valued from readily available prices (Level 1).

(in thousands) December 31, 2025 December 31, 2024

Corporate notes and bonds $ 5,334 $ 5,196

Mutual funds 3 — 3

United States Government and agency securities

Total fair value of available-for-sale securities $ 7,053 $ 7,050 $ 3

Our investments in available-for-sale debt securities are presented in Other assets in the Consolidated Balance Sheets with contractual maturities ranging from 0 - 5 years.

See Note 15 above in the Consolidated Financial Statements for a discussion of our senior notes.

The fair value of the senior notes is based on readily available quoted market prices as of December 31, 2024.

(in thousands) December 31, 2024

Senior Notes Carrying Value Estimated Fair Value

8.125 % Senior Notes due 2026 ("BWSN")

Total fair value of securities

$ 7,140 $ 6,794

6.50 % Senior Notes due 2026 ("BWNB")

Investments in securities are presented as $ 6.5 million in Other current assets and $ 0.6 million Other assets as of December 31, 2025 in the Consolidated Balance Sheets with contractual maturities ranging from 0 to 2 years.

Senior Notes due 2026

See Note 15 to the Consolidated Financial Statements for a discussion of our Senior Notes due 2026.

The fair value of the Senior Notes due 2026 is based on readily available quoted market prices (known as "Level 1") as of December 31, 2025.

December 31, 2025 December 31, 2024

(in thousands) 8.125 % Senior Notes ("BWSN") (1)

6.50 % Senior Notes ("BWNB")

8.125 % Senior Notes ("BWSN")

6.50 % Senior Notes ("BWNB")

Carrying Value

$ — $ 84,792 $ 193,035 $ 151,440

Estimated Fair Value

— 83,435 170,643 120,546

(1) We redeemed the 8.125 % Senior Notes at December 31, 2025.

See Note 15 to the Consolidated Financial Statements for further information.

Senior Notes due 2030

The fair value of the Senior Notes due 2030 is based on present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms (known as Level 2) as of December 31, 2025.

December 31, 2025

(in thousands) Carrying Value Estimated Fair Value

8.75 % Senior Notes

$ 129,473 $ 127,359

Other Financial Instruments

We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments:

◦ Cash and cash equivalents and Restricted cash .

The carrying amounts that have been reported in the accompanying Consolidated Balance Sheets for Cash and cash equivalents and Restricted cash approximate their fair values due to their highly liquid nature.

We used the following methods and assumptions in estimating fair value amounts for other financial instruments:

• Cash and cash equivalents and restricted cash and cash equivalents .

The carrying amounts reported in the accompanying Consolidated Balance Sheets for cash and cash equivalents and restricted cash and cash equivalents approximate their fair value due to their highly liquid nature and are classified as Level 1.

• Revolving Debt .

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Where quoted prices are not available, we base the fair value on Level 2 inputs such as the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms.

The fair value of the Revolving Debt was approximately $ 4 million less than its carrying amount at December 31, 2024.

The fair value of Revolving Debt was calculated at $ 65.5 million, which is $ 1.3 million less than its carrying amount at December 31, 2025.

NOTE 23 – RELATED PARTY TRANSACTIONS

We believe transactions with related parties were conducted on terms equivalent to those prevailing in an arm's length transaction.

Transactions with B.

Based on its Schedule 13D filings with the SEC, B.

Riley beneficially owns approxim ately 30.3 % of the Company's outstanding common stock as of December 31, 2024.

Based on Schedule 13D filings with the SEC, B.

Riley beneficially owns approxim ately 22.1 % of our outstanding common stock as of December 31, 2025.

Riley currently has the right to nominate one member of our Board of Directors pursuant to the investor rights agreement we entered into with B.

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Riley with respect to certain future issuances of our equity securities.

As described in Note 15 to the Consolidated Financial Statements, in connection with our entry into the Credit Agreement in January 2024, we entered into a guaranty agreement and a fee and reimbursement agreement with B.

Riley Guaranty provides for the guarantee of all of our obligations under the Credit Agreement.

Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Credit Agreement.

Riley Fee Agreement provides, among other things, for us to pay an annual fee to B.

The guaranty covered all of our obligations under the Credit Agreement, and the fee agreement required us to pay an annual fee to B.

Riley equal to 2.00 % of Aggregate Revolving Commitments under the Credit Agreement (or approximately $ 3 million) as consideration for B.

Riley’s agreements and commitments under the B.

Riley Guaranty.

Riley Fee Agreement also requires us to reimburse B.

Riley to the extent the B.

Riley Fee Agreement (or such other date as B.

Riley may agree to).

As described in Note 16 to the Consolidated Financial Statements, in April 2024, we entered into the Sales Agreement with B.

Riley's agreements and commitments under the guaranty.

In June 2025, the B.

Riley Guaranty, as well as the associated B.

Riley Guaranty fees, were suspended until January 1, 2027.

In February 2026, the guaranty and fee agreement were cancelled.

See Note 24 to the Consolidated Financial Statements for further information.

As described in Note 16 to the Consolidated Financial Statements, in April 2024 and November 2025, we entered into sales agreements with B.

Riley, among others, in connection with the offer and sale from time to time of shares of our common stock.

Riley is entitled to compensation equal to 3.0 % of the gross proceeds from each sale of the shares sold through it as the designated Agent.

We entered into an agreement with BRPI Executive Consulting, LLC, an affiliate of B.

Riley, in November 2018 and amended the agreement in November 2020 and December 2023 to retain the services of Mr.

Kenneth Young, to serve as our Chief Executive Officer until December 31, 2028, unless terminated by either party with thirty days written notice.

Under this agreement, payments are $ 0.75 million per annum, paid monthly.

Subject to the achievement of certain performance objectives as determined by the Compensation Committee of our Board of Directors, a bonus or bonuses may also be earned and payable to BRPI Executive Consulting, LLC.

In September 2024, we came to an agreement with BRPI Executive Consulting, LLC to terminate the agreement to retain the services of Mr.

Kenneth Young effective immediately and concurrently entered into a direct arrangement with Mr.

Kenneth Young.

We paid $ 0.4 million in the year ended December 31, 2024 to BRPI Executive Consulting, LLC.

Riley will be entitled to compensation equal to 3.0 % of the gross proceeds from each sale of the shares sold through it as the designated Agent.

We entered into an Advisory Services Agreement with B.

Riley on December 12, 2024 to provide financial advisory services to the Company relating to the Company's evaluation of debt financing alternatives.

Riley in December 2024 to provide financial advisory services to the Company relating to the Company's evaluation of debt financing alternatives.

Under this agreement, payments are a cash fee equal to 1.75 % of the total financing value, due and payable immediately upon the closing of each debt financing.

Transactions with Board of Directors

We entered into a Consultant Agreement with Henry E.

Bartoli, a member of our Board of Directors, dated November 5, 2020.

On November 26, 2024, we entered into a third amendment to the Bartoli Consulting Agreement that extends the term through December 1, 2025, subject to earlier termination by either party as provided in the Bartoli Consulting Agreement.

NOTE 24 – ACQUISITIONS

Fossil Power Systems

In February 2022, we acquired 100 % ownership of FPS for approximately $ 59.2 million.

The consideration paid included a hold-back of $ 5.9 million, payable twenty-four months from the date of the acquisition if certain conditions of the purchase agreement were met and is recorded on the Consolidated Balance Sheets in Restricted cash and cash equivalents and Other accrued liabilities.

FPS is a leading designer and manufacturer of hydrogen, natural gas and renewable pulp and paper combustion equipment including ignitors, plant controls and safety systems based in Dartmouth, Nova Scotia, Canada and is reported as part of the B&W Thermal segment.

In February 2022, we acquired 100 % ownership of B&W Chanute for approximately $ 19.2 million.

B&W Chanute designs and manufactures waste heat recovery products for use in power generation, petrochemical, and process industries, including package boilers, watertube and firetube waste heat boilers, economizers, superheaters, waste heat recovery equipment and units for sulfuric acid plants and is based in Chanute, Kansas and Tulsa, Oklahoma.

B&W Chanute is reported as part of the B&W Thermal segment.

In July 2022, we acquired certain assets of Hamon Holdings through a competitive sale process, in which B.

Riley Securities, Inc.

was Hamon Holding's investment banker and advisor through a Chapter 11 363 Asset Sale.

We were the successful bidder for certain assets of one of those subsidiaries, Hamon, which was a major provider of air pollution control technology, for approximately $ 2.9 million.

NOTE 25 – SUBSEQUENT EVENT

During the year ended December 31, 2025, we paid a total of $ 2.3 million in connection with this agreement.

NOTE 24 – SUBSEQUENT EVENTS

Buybacks of Senior Notes

We repurchased $ 12.3 million our 6.50 % Senior Notes from January 1, 2026 through March 6, 2026.

Sales of Common Stock

We sold 3.3 million shares of our common stock pursuant to the Sales Agreement, described in Note 16 to the Consolidated Financial Statements, between January 1, 2025 and February 13, 2025 for net proceeds of $ 5.2 million.

Fifth Amendment to Credit Agreement

On February 28, 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 Waiver and Fifth Amendment to the Credit Agreement (the "Fifth Amendment").

In addition, in connection with the Fifth Amendment, the PBGC, Axos, and the second lien holder entered into a lien subordination agreement governing, among other things, the subordination of liens, the provision of enforcement rights, and the application of proceeds.

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.

BrightLoop TM West Virginia Facility

In March 2025, we consummated an arrangement with the State of West Virginia to fund up to $ 10 million for the development of a BrightLoop TM hydrogen production and carbon capture facility in Mason County, West Virginia, of which $ 10 million will be provided by the State of West Virginia as we achieve certain milestones over the life of the project.

We expect to be fully forgiven for repayment as long as certain local employment conditions are met.

We sold 3.8 million shares of our common stock pursuant to the 2025 Sales Agreement, described in Note 16 to the Consolidated Financial Statements, from January 1, 2026 through March 6, 2026 for net proceeds of $ 31.7 million.

Tenth Amendment to Credit Agreement

On February 25, 2026, the Company with certain subsidiaries of the Company as guarantors, B.

Riley, and the lenders party to the Credit Agreement with Axos, as administrative agent, entered into the Tenth Amendment to the Credit Agreement.

Pursuant to the Tenth Amendment, Axos and the Lenders party to the Credit Agreement consented to amend certain

provisions of the Credit Agreement to, among other things, (i) increase the amounts available to be borrowed based on inventory and receivables in the borrowing base under the Credit Agreement;

(ii) extend the maturity date of the Credit Agreement to January 18, 2028;

(iv) modify the covenants relating to deposit account control agreements and institutions to allow for certain holdings in foreign currencies;

and (v) release B.

Riley as a specified guarantor thereunder.

Applied Digital Agreement

Effective February 26, 2026, we entered into the Definitive Agreement with Base Electron, an IPP backed by Applied Digital, to complete the design and installation of four 300 -megawatt natural gas-fired power plants.

The total consideration in exchange for completion of this project is up to $ 2.4 billion, of which $ 2.0 billion is variable and the remaining is fixed.

The variable fee is based on time and materials expended and subject to change orders agreed upon by Base Electron and the Company.

As a result of the signing of the Definitive Agreement, the warrant to purchase up to 7.86 million shares of our common stock is fully vested on the same terms as the Initial Warrant.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 7A. Quantitative and Qualitative Disclosures About Market Risk