UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2021

Registrant’s Telephone Number, including Area Code: (330) 753-4511

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ¨

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.  ¨

On September 28, 2021, Babcock & Wilcox Enterprises, Inc. (the “Company”) issued a press release announcing the acquisition disclosed below under Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On September 22, 2021, the Company, acting through its wholly owned subsidiary, B&W PGG Luxembourg Finance SARL, entered into a Share Purchase Agreement (the “Agreement”) with VODA A/S (“VODA”), a Denmark-based multi-brand aftermarket parts and services provider primarily for renewable waste-to-energy plants, pursuant to which the Company agreed to purchase 100% of the equity interests in VODA for a purchase price of 188,000,000 DKK, excluding working capital adjustments (or approximately $29.6 million based on the DKK / U.S.$ exchange rate as of September 22, 2021) (the “Purchase Price”). The Company expects to fund the Purchase Price with cash on hand.

The foregoing acquisition is expected to close at the end of October 2021 and remains subject to the satisfaction or waiver of certain customary closing conditions specified in the Agreement, including the receipt of Foreign Direct Investment clearance in Denmark.

(d) Exhibits.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.