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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-31 · 109 added, 147 removed, 392 unchanged (40% of the section changed)

3 unchanged sentences

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025 because of the material weaknesses in internal controls over financial reporting described below.

Notwithstanding the conclusion by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures as of December 31, 2024 were not effective, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our Consolidated Balance Sheets as of December 31, 2024 and 2023, and the related Consolidated Statements of Operations, Comprehensive (Loss) Income, Stockholders' (Deficit) Equity and Cash Flows for each of the years in the three-year period ended December 31, 2024, present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Annual Report on Form 10-K, in conformity with GAAP.

Notwithstanding the conclusion by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures as of December 31, 2025 were not effective, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our Consolidated Balance Sheets as of December 31, 2025 and 2024, and the related Consolidated Statements of Operations, Comprehensive Income (Loss), Stockholders' (Deficit) Equity and Cash Flows for each of the years in the three-year period ended December 31, 2025, present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Annual Report on Form 10-K, in conformity with GAAP.

Remediation of Previously Disclosed Material Weaknesses

During fiscal year 2025, with the oversight of the Audit and Finance Committee of the Board of Directors, the Company executed its remediation plan to address two of the material weaknesses identified as of December 31, 2024.

The Company expanded its finance and accounting team, including hiring a number of additional individuals with the requisite technical accounting and finance knowledge and public company experience to assist with the enhancement and implementation of internal control policies and procedures related to the accounting and financial reporting matters in its business.

In addition, the Company hired an Internal Audit Director and engaged additional internal audit staff, with experience in testing internal control over financial reporting, who implemented an annual audit plan that included performing an effective risk assessment, monitoring the operation of internal controls and addressing control deficiencies.

Management has determined that these enhancements to our accounting and finance team, coupled with the deployment and testing of control activities across our business, has resulted in the remediation of the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") level material weaknesses surrounding Risk Assessment and Monitoring reported in the prior year.

Management's Report on Internal Control Over Financial Reporting

5 unchanged sentences

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

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

Control Environment

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

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

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

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

Risk Assessment

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

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

Control Activities

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

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

We did not maintain effective

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

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

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

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

Information and Communication

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

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

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

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

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

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

Our independent registered public accounting firm, Deloitte & Touche LLP, who audited the Consolidated Financial Statements included in this Annual Report on Form 10-K issued an adverse opinion on the effectiveness of our internal control over financial reporting.

Deloitte & Touche LLP's report is included herein.

We have determined certain control deficiencies exist as of December 31, 2025 in three components of internal control based on criteria established in the 2013 Framework that constitute material weaknesses, either individually or in the aggregate, as follows:

• Control Environment - we did not adequately train employees in a timely manner on the execution of business processes and controls and failed to hold personnel accountable for internal control responsibilities.

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

• Control Activities - certain controls within our financial reporting processes to enforce segregation of duties, validate completeness and accuracy of data and information used to reconcile and analyze certain key accounts, and the review of manual journal entries, were not performed or were not performed timely.

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

The material weaknesses described above could result in a misstatement of substantially all financial statement account balances or disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that would not have been prevented or detected on a timely basis.

Our independent registered public accounting firm, BDO USA, P.C., who audited the Consolidated Financial Statements included in this Annual Report on Form 10-K issued an adverse opinion on the effectiveness of our internal control over financial reporting.

BDO USA, P.C.'s report is included herein.

Remediation Plan

2 unchanged sentences

Our remediation plan includes the following:

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

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

• hired and are continuing to hire professionals with the appropriate skills to perform control activities;

• continuing to augment our internal resources by employing several consultants with deep experience in key areas and we plan to continue to utilize these resources until we add personnel to our staff mentioned above;

• developing and providing incremental training to the accounting and financial reporting team;

• designing and implementing additional and/or enhanced controls in the areas of account reconciliations, contract accounting, financial statement analysis prepared in conformity with GAAP and manual journal entries;

• designing and implementing controls to address the identification, accounting, review and reporting of complex and/or non-routine transactions;

• enhancing controls over user access to restrict technology access rights to authorized users to a level commensurate with job responsibilities, including performing user access reviews more frequently and at a greater level of precision;

• enhancing controls over segregation of duties;

• with the guidance and participation of our internal audit function, we are developing a monitoring program to:

• with the guidance and participation of our internal audit function, we have a monitoring program to:

◦ evaluate and assess whether controls are present and functioning in a timely manner;

1 unchanged sentence

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

We believe the

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

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

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

5 unchanged sentences

Opinion on Internal Control over Financial Reporting

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

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

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

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

We have audited Babcock & Wilcox Enterprises, Inc.'s (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 (the "COSO criteria").

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management's statements referring to any corrective actions taken by the Company after the date of management's assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of operations, comprehensive (loss) income, stockholders' (deficit) equity, 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") and our report dated March 16, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A.

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Item 9A, Management's Report on Internal Control over Financial Reporting".

Our responsibility is to express an opinion on the Company's internal control over financial reporting 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.

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

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

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

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

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

• Control Environment - the Company failed to adequately train employees in a timely manner on the execution of business processes and controls and failed to hold personnel accountable for internal control responsibilities.

• Control Activities - certain controls within the Company's financial reporting processes to enforce segregation of duties, validate completeness and accuracy of data and information used to reconcile and analyze certain key accounts, and the review of manual journal entries, were not performed or were not performed timely.

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

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 16, 2026 on those consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

5 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

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

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

Control Environment

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

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

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

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

Risk Assessment

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

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

Control Activities

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

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

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

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

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

Information and Communication

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

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

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

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

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

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

/s/ Deloitte & Touche LLP

/s/ BDO USA, P.C.

Cleveland, Ohio

1 unchanged sentence

Other Information

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.

On March 12, 2026, the Compensation Committee of the Company’s Board of Directors approved a $10.5 million bonus opportunity for Kenneth M.

Young, the Company’s Chief Executive Officer, and a $7.5 million bonus opportunity for Cameron Frymyer, the Company’s Chief Financial Officer.

Each executive’s bonus opportunity will be earned and paid only to the extent that it vests, and each bonus opportunity is scheduled to vest in three equal installments, with one-third vesting immediately and an additional one-third scheduled to vest (subject to the executive’s continued employment with the Company) on each of March 12, 2027 and March 12, 2028.

Insider Trading Arrangements

11 unchanged sentences

Name Age Position

Kenneth Young 61 Chairman and Chief Executive Officer

Cameron Frymyer 49 Executive Vice President and Chief Financial Officer

Morgan 56 Executive Vice President and Chief Commercial Officer

Dziewisz 59 Executive Vice President, General Counsel and Corporate Secretary

Chris Riker 42 Executive Vice President and Chief Operating Officer

Kenneth Young 62

Chairman and Chief Executive Officer

Cameron Frymyer 50

Executive Vice President and Chief Financial Officer

Executive Vice President, General Counsel and Corporate Secretary

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

15 unchanged sentences

Frymyer joined the Company in 1997.

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

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

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

Previously, Mr.

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

From December 2016 until January 2019, Mr.

Morgan served as Senior Vice President, Renewable, with responsibility for the company’s Babcock & Wilcox Vølund subsidiary and for Babcock & Wilcox’s operations and maintenance services businesses.

From August 2016 to December 2016, he served as Senior Vice President, Operations.

He was Vice President, Operations from May 2016 to August 2016 and was Vice President and General Manager of Babcock & Wilcox Construction Co., Inc.

from February 2016 to May 2016.

Before joining Babcock & Wilcox, he was President of Allied Technical Resources, Inc., a technical staffing company, from September 2013 to January 2016.

Previous positions included serving as Chief Operating Officer with BHI Energy, Vice President of Installation and Modification Services with Westinghouse Electric Company, and as Managing Director for AREVA T&D.

He began his career with Duke Energy.

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

7 unchanged sentences

Dziewisz joined the company in 1997.

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

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

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

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

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

Executive Compensation

2 unchanged sentences

The following table provides information on our equity compensation plans as of December 31, 2025:

(share data in thousands)

Equity Compensation Plan Information

(in thousands, except per share amounts)

Plan Category Equity compensation plans approved by security holders

6 unchanged sentences

Principal Accountant Fees and Services

The information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

The information about aggregate fees billed to us by our principal accountant, BDO USA, P.C.

(PCAOB ID No.

243 ) will be presented under the caption "Ratification of Appointment of Independent Registered Public Accounting Firm for Year Ending December 31, 2026" in the Proxy Statement for our 2026 Annual Meeting of Stockholders.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

a) The following documents are filed as part of this Annual Report on Form 10-K:

21 unchanged sentences

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

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of the Babcock & Wilcox Enterprises, Inc.

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

9 unchanged sentences

Form 8-A filed on May 7, 2021 (File No.

Indenture, dated as of May 19, 2025, by and among Babcock & Wilcox Enterprises, Inc., certain of its subsidiaries, as guarantors, and GLAS Trust Company LLC, as trustee and collateral agent (including form of 8.75% Senior Secured Second Lien Notes due 2030) (incorporated by reference to Exhibit 4.1 to the Babcock & Wilcox Enterprises, Inc.

Form 8-K filed on May 21, 2025 (File No.

Form of 8.75% Senior Secured Second Lien Notes due 2030 (included as Exhibit A in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Babcock & Wilcox Enterprises, Inc.

Form 8-K filed on May 21, 2025 (File No.

Tax Sharing Agreement, dated as of June 8, 2015, by and between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.

22 unchanged sentences

Babcock & Wilcox Enterprises, Inc.

Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.9 to the Babcock & Wilcox Enterprises, Inc.

Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.9 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.

11 unchanged sentences

Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.

Intellectual Property Agreement, dated as of June 27, 2015, between Babcock & Wilcox Technology, Inc.

and Babcock & Wilcox Investment Company (incorporated by reference to Exhibit 10.14 to the Babcock & Wilcox Enterprises, Inc.

Intellectual Property Agreement, dated as of June 27, 2015, between Babcock & Wilcox Technology, LLC and Babcock & Wilcox Investment Company (incorporated by reference to Exhibit 10.14 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.

10 unchanged sentences

Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.

Form of Change-in-Control Agreement, by and between Babcock & Wilcox Enterprises, Inc.

Form of Change-in-Control Severance Agreement, by and between Babcock & Wilcox Enterprises, Inc.

and certain officers for officers elected prior to August 4, 2016 (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

6 unchanged sentences

Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No.

Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.23 to the Babcock & Wilcox Enterprises, Inc.

Form of Performance Restricted Stock Units Grant Agreement (incorporated by reference to Exhibit 10.23 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2015 (File No.

9 unchanged sentences

Babcock & Wilcox Enterprises, Inc.

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

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

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

Consulting Agreement dated November 19, 2018 between Babcock & Wilcox Enterprises, Inc., and BRPI Executive Consulting (incorporated by reference to Exhibit 10.49 of the Babcock & Wilcox Enterprises, Inc.

Consulting Agreement dated November 19, 2018 between Babcock & Wilcox Enterprises, Inc., and BRPI Executive Consulting, LLC (incorporated by reference to Exhibit 10.49 of the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

2 unchanged sentences

Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

Executive Employment Agreement dated November 19, 2018 between Babcock & Wilcox Enterprises, Inc.

and Henry Bartoli, as amended (incorporated by reference to Exhibit 10.30 of the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

Form of Stock Appreciation Right Award Grant Agreement (incorporated by reference to Exhibit 10.52 of the Babcock & Wilcox Enterprises, Inc.

14 unchanged sentences

Backstop Commitment Letter, dated January 31, 2020, between Babcock & Wilcox Enterprises, Inc.

Riley Financial, Inc.

Riley FBR, Inc.

(incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc.

16 unchanged sentences

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

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

and Henry Bartoli dated November 5, 2020 (incorporated by reference to Exhibit 10.2 of the Babcock & Wilcox Enterprises, Inc.

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

Consultant Agreement by and between The Babcock & Wilcox Company Inc.

and Henry Bartoli effective as of January 1, 2021 (incorporated by reference to Exhibit 10.3 of the Babcock & Wilcox Enterprises, Inc.

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

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

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

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

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

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

18 unchanged sentences

Amendment No.

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

5 to Amended and Restated Credit Agreement by and between Babcock & Wilcox Enterprises Inc.

and Bank of America, N.A., as Administrative Agent, dated May 10, 2021 (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

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

44 unchanged sentences

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

Fee and Reimbursement Agreement Babcock & Wilcox Enterprises, Inc.

Fee and Reimbursement Agreement between Babcock & Wilcox Enterprises, Inc.

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

13 unchanged sentences

Babcock & Wilcox Enterprises, Inc.

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

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

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

2 unchanged sentences

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

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

Riley Financial, Inc., dated July 10, 2024 (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

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

12 unchanged sentences

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

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

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

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

2 unchanged sentences

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

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

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

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

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

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

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

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

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

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

Insider Trading Policy.

Significant Subsidiaries of the Registrant.

Riley Securities, Inc, dated December 12, 2024 (incorporated by reference to Exhibit 10.82 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

Fifth Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated February 28, 2025 (incorporated by reference to Exhibit 10.83 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

Sixth Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated March 25, 2025 (incorporated by reference to Exhibit 10.84 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

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

and Louis Salamone Jr.

(incorporated by reference to Exhibit 10.85 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

Purchase Agreement, dated April 29, 2025, by and between Babcock & Wilcox A/S and Kanadevia Inova Denmark A/S (incorporated by reference to Exhibit 10.3 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No.

Security and Pledge Agreement, dated as of May 19, 2025, by and among Babcock & Wilcox Enterprises, Inc., GLAS Trust Company LLC and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc.

Form 8-K filed on May 21, 2025 (File No.

Seventh Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated May 19, 2025 (incorporated by reference to Exhibit 10.3 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No.

Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated June 18, 2025 (incorporated by reference to Exhibit 10.4 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No.

Eighth Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated July 3, 2025 (incorporated by reference to Exhibit 10.5 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No.

Membership Interest, Share and Asset Purchase Agreement, dated June 3, 2025, by and among Andritz (USA) Inc., Andritz China Ltd., Andritz Canada Inc., The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation, and Babcock & Wilcox Canada Corp.

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

Form 8-K filed on August 4, 2025 (File No.

001-36876)).*

First Amendment to Membership Interest, Share and Asset Purchase Agreement, dated July 28, 2025, by and among Andritz (USA) Inc., Andritz China Ltd., Andritz Canada Inc., Andritz AG, The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation, and Babcock & Wilcox Canada Corp.

(incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc.

Form 8-K filed on August 4, 2025 (File No.

Ninth Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated August 8, 2025 (incorporated by reference to Exhibit 10.8 to the Babcock & Wilcox Enterprises, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No.

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

Riley Securities, Inc.

and Lake Street Capital Markets, LLC, dated November 4, 2025 (incorporated by reference to Exhibit 1.1 to the Babcock & Wilcox Enterprises, Inc.

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

Amendment to Letter Agreement among Babcock & Wilcox Enterprises, Inc.

and Applied Digital Corporation, dated December 22, 2025, filed herewith (File No.

Tenth Amendment to the Credit Agreement among Babcock & Wilcox Enterprises, Inc., the lenders and Axos Bank, dated February 25, 2026, filed herewith (File No.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Babcock & Wilcox Enterprises, Inc.

Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

Significant Subsidiaries of the Registrant, filed herewith (File No.

Consent of BDO USA, P.C.

Consent of Deloitte & Touche LLP

18 unchanged sentences

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts

Year ended December 31,

(in thousands) 2024 2023

Balance at beginning of period $ 2,028 $ 1,611

Charges to costs and expenses 91 569

Deductions ( 232 ) ( 180 )

Currency translation adjustments and other ( 105 ) 28

Balance at end of period $ 1,782 $ 2,028

Inventory Reserves

6 unchanged sentences

Balance at end of period $ 4,632 $ 3,106 $ 3,097

(1) 2025 balance includes $ 1.5 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.

Form 10-K Summary

12 unchanged sentences

Cameron Frymyer

Bartoli Director

Howe Director

6 unchanged sentences

Boness Director

Homaira Akbari

March 16, 2026

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

What changed 10-K

Item 9A. Controls and Procedures