Babcock & Wilcox美国招股说明书（2026年5月15日版）

Babcock & Wilcox Enterprises, Inc. 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 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 of 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 recent 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. 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 may 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 prospectus 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 reference herein and You should rely only on the information contained in this prospectus supplement, the accompanyingprospectus, or incorporated by reference herein or therein, and any free writing prospectus that we prepareand distribute. Neither we nor the underwriters have authorized anyone to provide you with differentinformation. No dealer, salesperson or other person is authorized to give any information or to representanything not contained in this prospectus supplement, the accompanying prospectus and such free writingprospectus. You should not rely on any unauthorized information or representation. This prospectussupplement is an offer to sell only the securities offered hereby, and only under circumstances and injurisdictions where it is lawful to do so. You should assume that the information in this prospectus As used in this prospectus, unless the context indicates or otherwise requires, “the Company,” “B&W,”“we,” “us” or “our” refer to the combined business of Babcock & Wilcox Enterprises, Inc. and its CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents incorporated byreference herein and therein contains forward-looking statements within the meaning of Section27A of theSecurities Act of 1933 and Section21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Allstatements other than statements of historical or current fact included in this release are forward-lookingstatements. The