Boness Naomi Louise 4

What Happened

• Naomi Louise Boness, a director of Babcock & Wilcox Enterprises (BW), exercised derivative awards and completed related settlements on May 15, 2026. She exercised/converted derivatives to acquire 85,000 shares at $21.22 per share (total value ≈ $1,803,700). On the same date 46,750 shares were disposed to the issuer at $21.22/share (≈ $992,035), and an award of 8,725 contingent shares was recorded (no cash value). The transactions include actions to satisfy tax/settlement obligations and involve derivative instruments rather than open-market purchases.

Key Details

• Transaction date(s): May 15, 2026.
• Main amounts/prices:
  • Exercise: 85,000 shares acquired @ $21.22 (≈ $1,803,700).
  • Disposition to issuer: 46,750 shares @ $21.22 (≈ $992,035) — used for settlement/tax.
  • Additional entries: 85,000 derivative shares shown as disposed at $0.00 (technical/derivative conversion) and a grant of 8,725 contingent shares @ $0.00.
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes of note:
  • F1: BW settled a portion of vested restricted stock units in cash to facilitate tax payments (explains the disposition/withholding).
  • F2: The grant (8,725) represents a contingent right to receive one share each under the LTIP.
  • F3/F4: Vesting timing — some awards vest May 15, 2026 (or next Annual Meeting) and others May 15, 2027 (or next Annual Meeting).
• Filing timeliness: Filed May 19, 2026 for a May 15, 2026 transaction — appears timely under standard Form 4 deadlines.

Context

• This was an exercise/conversion of derivative securities (code M) with shares surrendered/settled to cover taxes or exercise costs (a common, routine outcome of option/RSU exercises). The net effect is acquisition via exercise plus internal settlement rather than an open-market buy or discretionary sale. These actions are administrative and don’t by themselves indicate the director’s broader market view.