Babcock & Wilcox美股招股说明书(2026-05-15版)

Common Stock Babcock & Wilcox Enterprises, Inc. is offering 10,810,811 shares of our common stock, par value$0.01 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanyingprospectus. Our Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol“BW.” On May14, 2026, the last reported sale price of our Common Stock on the NYSE was $21.22 pershare. The offering is being underwritten on a firm commitment basis. We have granted the underwriters anoption to buy up to an additional 1,621,621 shares of Common Stock from us. The underwriters mayexercise this option at any time and from time to time during the 30-day period from the date of delivery ofthe shares initially purchased. Investing in our Common Stock involves a high degree of risk, and you should read this prospectussupplement, the accompanying prospectus, the documents incorporated by reference herein and any freewriting prospectus that we prepare and distribute before you make your investment decision. Before investingin our Common Stock, you should carefully consider the risk factors described in the section titled “RiskFactors” beginning on pageS-6of this prospectus supplement as well as the risks identified in our most recentAnnual Report on Form 10-K and any other filings we make with the Securities and Exchange Commission (the“SEC”) from time to time, which are incorporated by reference into this prospectus supplement Neither the SEC nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement, the accompanying prospectus or any such free writing prospectus istruthful or complete. Any representation to the contrary is a criminal offense. B. Riley Securities Craig-Hallum Lake Street Co-Manager Northland Capital Markets The date of this prospectus supplement is May 14, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-6USE OF PROCEEDSS-10CAPITALIZATIONS-11DILUTIONS-13DIVIDEND POLICYS-14UNDERWRITING (CONFLICT OF INTEREST)S-15LEGAL MATTERSS-24EXPERTSS-24INFORMATION INCORPORATED BY REFERENCES-24WHERE YOU CAN FIND MORE INFORMATIONS-25 Prospectus Neither we nor the underwriters have authorized anyone to provide you with information other than theinformation contained in this prospectus supplement and the accompanying prospectus, including theinformation incorporated by reference herein and therein as described under “Information Incorporated byReference,” or any free writing prospectus that we prepare and distribute. Neither we nor the underwriters takeany responsibility for, or provide any assurance as to the reliability of, any other information that others maygive you. This prospectus supplement, the accompanying prospectus and any such free writing prospectus maybe used only for the purposes for which they have been published. You should not assume that the informationcontained in or incorporated by reference into this prospectus supplement is accurate as of any date other thanthe date on the cover page of this prospectus supplement. Neither we nor the underwriters is making an offer ofthese securities in any jurisdiction where the offer is not permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering or saleof these securities in some jurisdictions may be restricted by law. Persons outside of the United States who comeinto possession of this prospectus supplement and the accompanying prospectus are required by us and theunderwriters to inform themselves about and to observe any applicable restrictions. This prospectussupplement and the accompanying prospectus may not be used for or in connection with an offer or solicitationby any person in any jurisdiction in which that offer or solicitation is not authorized or to any person to whom itis unlawful to make that offer or solicitation. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement thatwe filed with the Securities and Exchange Commission (“SEC”) utilizing a “shelf” registration process. Thisdocument is in two parts. The first part is this prospectus supplement, including the documents incorporatedby reference, which describes the specific terms of this offering. The second part, the accompanyingprospectus dated April8, 2025 (included in our registration statement on Form S-3 (File No. 333-283368)),including the documents incorporated by reference, provides more general information, including about ourcapital stock. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined, including the documents incorporated by reference. We urge you to carefully read this prospectussupplement and the accompanying prospectus, and the documents incorporated by ref