Babcock & Wilcox Enterprises, Inc.

11,657,221 Shares of Common Stock
Offered, from time to time, by the Selling Stockholders

This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under "Selling Stockholders" of up to 11,657,221 shares of our Common Stock, par value $0.01 per share (the "Common Stock"), which consists of 1,197,221 shares of Common Stock and up to 10,460,000 shares of Common Stock issuable to certain of the selling stockholders upon the exercise of warrants to purchase shares of our Common Stock. We are not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of Common Stock by the selling stockholders. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of the shares. We will bear all costs, expenses and fees in connection with the registration of the offer and sale of the Common Stock hereunder.

The selling stockholders identified in this prospectus, or their transferees, pledges, donees, or other successor-in-interest, may sell the Common Stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the heading "Plan of Distribution." The Common Stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.

Our Common Stock is listed on the New York Stock Exchange under the symbol "BW". On May 20, 2026, the closing price of our Common Stock was $19.17 per share.