Babcock & Wilcox Enterprises, Inc.
24.90%
27,664,353
1630805
05614L100
Feb 10, 2026
Feb 13, 2026, 05:00 PM
Reporting Persons (4)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Bryant R. Riley | Individual | 24.90% | 27,664,353 | 217,831 | 27,446,522 |
| BRC Group Holdings, Inc. | Holding Company | 24.70% | 27,446,522 | 0 | 27,446,522 |
| B. Riley Securities, Inc. | Broker-Dealer | 14.00% | 15,573,362 | 0 | 15,573,362 |
| BRF Investments, LLC | Other | 10.70% | 11,873,160 | 0 | 11,873,160 |
Disclosure Items (6)
Common Stock, par value $0.01
Babcock & Wilcox Enterprises, Inc.
1200 E. Market Street, Akron, OH, 44305
1. BRC Group Holdings, Inc. ("BRC"); 2. B. Riley Securities, Inc. ("BRS"); 3. BRF Investments, LLC ("BRFI"); and 4. Bryant R. Riley
11100 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025
The principal business of BRC is serving as a holding company. Set forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and the citizenship of the executive officers and directors of BRC. To the best of BRC's knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement, or understanding required to be disclosed herein. The principal business of BRS is serving as a broker dealer. The principal business of BRFI is investing in securities. Bryant R. Riley, an individual, is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRC.
During the last five years, none of the Reporting Persons nor any person listed on Schedule A have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Delaware, United States of America.
(1) As of the date hereof, BRFI beneficially owns directly 11,873,160 shares of Common Stock representing 10.7% of the Issuer's Common Stock. BRC is the parent company of BRFI. As a result, BRC may be deemed to indirectly beneficially own the Shares held by BRFI. (2) As of the date hereof, BRS beneficially owns directly 15,573,362 shares of Common Stock representing 14.0% of the Issuer's Common Stock. BRC is the majority shareholder of BRSH, the parent company of BRS. As a result, BRC may be deemed to indirectly beneficially own the Shares held by BRS. (3) Bryant R. Riley beneficially owns directly 217,831 shares of Common Stock representing 0.2% of the Issuer's Common Stock, of which (i) 45,436 shares are held as sole custodian for the benefit of Abigail Riley, (ii) 45,801 shares are held as sole custodian for the benefit of Charlie Riley, (iii) 45,431 shares are held as sole custodian for the benefit of Eloise Riley, (iv) 43,810 shares are held as sole custodian for the benefit of Susan Riley, and (v) 37,353 shares are held in Bryant R. Riley's 401(k) account. Bryant R. Riley may also beneficially own 27,446,522 shares of Common Stock, representing 24.7% of the Issuer's Common Stock, outstanding and held directly by BRFI and BRS in the manner specified in paragraphs (1) and (2) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRFI and BRS in each case except to the extent of his pecuniary interest therein.
The information contained on the cover pages to this Amendment is incorporated by reference herein.
The Reporting Persons have not effected any transactions in securities of the Issuer in the last 60 days, except for the sale of the Transferred Shares as set forth in Item 4 above.
Not applicable.
Not applicable.
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6. The description of the stock purchase agreement is qualified in its entirety by reference to the full text of the stock purchase agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference.
Schedule A Executive Officers and Directors of BRC Group Holdings, Inc. Exhibit 99.1 Stock Purchase Agreement, by and among Bryant and Carleen Riley JTWROS, Riley Family Trust and AFOB FIP MS, LLC, dated as of February 11, 2026.