UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

For the quarterly period ended September 30, 2022

OR

For the transition period from                      to                     

Commission File No. 001-36876 

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Registrant's Telephone Number, Including Area Code: (330) 753-4511

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

Yes  ¨    No  x

The number of shares of the registrant's common stock outstanding at October 31, 2022 was 88,633,634.

EXPLANATORY NOTE

Babcock & Wilcox Enterprises, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Original 10-Q”), filed with the Securities and Exchange Commission on November 8, 2022 (the “Original Filing Date”), for the purpose of filing Exhibits 10.1 and 10.2, which were inadvertently omitted from the Original 10-Q.

Additionally, in connection with the filing of this Amendment No. 1, the Company is including new certifications of the Company’s chief executive officer and chief financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. The Company is not including new certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.

This Amendment does not reflect events occurring after the date of the filing of the Original 10-Q and, other than with respect to the exhibits and certifications described above, does not amend the Original 10-Q in any way and does not modify or otherwise update any disclosures contained in the Original 10-Q, which continues to speak as of the Original Filing Date (including, but not limited to, any forward-looking statements made in the Original 10-Q, which have not been revised to reflect events that occurred or facts that became known after the date of the Original 10-Q, and such forward-looking statements should be read in their historical context). Accordingly, this Amendment should be read in conjunction with the Original 10-Q and the Company’s other filings made with the Commission.

This Amendment consists solely of the preceding cover page, this explanatory note, the exhibit index, the signature page and Exhibits 10.1, 10.2, 31.3 and 31.4.

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.