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  4. [10-K] ENVIRI Corp Files Annual Report

Enviri (NYSE: NVRI) maps $3B+ Clean Earth sale and New Enviri spin-off

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-K

Rhea-AI Filing Summary

Enviri Corporation is reshaping its portfolio by agreeing to sell its Clean Earth segment to Veolia for over $3.0 billion, a significant premium to Enviri’s historical investment. The deal is paired with a Separation in which a new public company, New Enviri, will hold the Harsco Environmental and Harsco Rail businesses.

After the Separation and Merger, Veolia will indirectly own Clean Earth, while current Enviri shareholders will own all of New Enviri. The Merger is expected to close in 2026 but depends on shareholder approval, regulatory clearances and other customary conditions, and carries an $80.0 million cash termination fee payable to Veolia in specified cases.

Harsco Environmental anchors the ongoing business with long-term mill services contracts and estimated future service revenues of $3.0 billion as of December 31, 2025, while Harsco Rail reported an order backlog of $208.7 million. Enviri emphasizes sustainability-focused services, a global workforce of nearly 12,000 employees and extensive ESG and human capital programs.

Positive

  • Strategic premium divestiture: Enviri agreed to sell its Clean Earth segment to Veolia for over $3.0 billion, explicitly at a significant premium to its historical investment, while spinning Harsco Environmental and Harsco Rail into New Enviri as a focused, standalone public company.

Negative

  • Material execution and break-fee risk: The Merger is contingent on multiple conditions, and failure in specified circumstances would require Enviri to pay Veolia an $80.0 million cash termination fee while still bearing significant transaction costs and potential operational disruption.

Insights

Enviri is executing a major portfolio reshaping via a premium Clean Earth sale and rail/environmental focus.

Enviri has signed definitive agreements to sell its Clean Earth segment to Veolia for over $3.0 billion, explicitly described as a significant premium to Enviri’s historical investment. This is a transformative divestiture that monetizes a regulated, permit-heavy environmental platform.

The structure includes a Separation that moves Harsco Environmental and Harsco Rail into New Enviri, which will become a standalone public company owned by current shareholders. That leaves Veolia with Clean Earth, while investors retain exposure to metals-services and rail equipment/aftermarket businesses with more focused profiles.

The 10-K highlights execution risk: closing is subject to shareholder approval, antitrust clearance, an effective registration statement, completion of internal reorganizations and the absence of a Company Material Adverse Effect. A failed deal could trigger an $80.0 million termination fee and leave Enviri bearing transaction costs and potential operational distraction, so subsequent disclosures on regulatory milestones and the targeted 2026 closing will be important for assessing deal certainty.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
                
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-03970
ENVIRI CORPORATION
(Exact name of registrant as specified in its charter)
Delaware23-1483991
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification number)
Two Logan Square
100-120 North 18th Street, 17th Floor,		Philadelphia,Pennsylvania19103
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code   267-857-8715
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s) Name of each exchange on which registered
Common stock, par value $1.25 per share
NVRI
 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:    NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý   No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o   No ý
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 ý    No o
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 ý    No o
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 definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerý Accelerated filero
 Non-accelerated filer  oSmaller reporting company ☐
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.  o  
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐    No ý
The aggregate market value of the Company's voting stock held by non-affiliates of the Company as of June 30, 2025 was $658,403,701.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:
Class Outstanding at February 17, 2026
Common stock, par value $1.25 per share81,449,498
DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the 2026 Proxy Statement are incorporated by reference into Part III of this Report.


ENVIRI CORPORATION
FORM 10-K
INDEX
  Page
PART I
  
Item 1.
Business. 
1
Item 1A.
Risk Factors. 
11
Item 1B.
Unresolved Staff Comments. 
22
Item 1C.
Cybersecurity.
23
Item 2.
Properties. 
24
Item 3.
Legal Proceedings. 
25
Item 4.
Mine Safety Disclosures.
25
PART II
  
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 
25
Item 6.
[Reserved].
26
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations. 
27
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk. 
50
Item 8.
Financial Statements and Supplementary Data. 
51
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. 
115
Item 9A.
Controls and Procedures. 
115
Item 9B.
Other Information. 
115
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
115
PART III
  
Item 10.
Directors, Executive Officers and Corporate Governance. 
115
Item 11.
Executive Compensation. 
116
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 
116
Item 13.
Certain Relationships and Related Transactions, and Director Independence. 
116
Item 14.
Principal Accountant Fees and Services. 
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PART IV
  
Item 15.
Exhibit and Financial Statement Schedules. 
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Item 16.
Form 10-K Summary.
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SIGNATURES
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Glossary of Terms

Unless the context requires otherwise, "Enviri," the "Company," "we," "our," or "us" refers to Enviri Corporation on a consolidated basis. The Company may use other terms in this Annual Report on Form 10-K, including the Consolidated Financial Statements and Notes, which are defined below:

TermDescription
AOCIAccumulated Other Comprehensive Income (Loss)
AR Facility
Revolving trade receivables securitization facility
BoardThe Board of Directors of Enviri Corporation
CE
Clean Earth reportable business segment
CERCLAComprehensive Environmental Response, Compensation, and Liability Act of 1980
Clean EarthCEHI Acquisition Corporation and Subsidiaries
Consolidated Adjusted EBITDAEBITDA as calculated in accordance with the Company's Credit Agreement
Credit AgreementCredit Agreement governing the Senior Secured Credit Facilities
DEA
U.S. Drug Enforcement Administration
Deutsche BahnNational railway company in Germany
DTSCCalifornia Department of Toxic Substances Control
EBITDAEarnings before interest, tax, depreciation and amortization
ESOLStericycle Environmental Solutions business
EPA
U.S. Environmental Protection Agency
FASBFinancial Accounting Standards Board
HE
Harsco Environmental reportable business segment
ISDAInternational Swaps and Derivatives Association
MEPPMultiemployer pension plan
Term Loan
$500 million term loan raised in March 2021 under the Senior Secured Credit Facilities, maturing on March 10, 2028
Net Debt
Total debt minus cash and cash equivalents (up to a maximum of $125 million) as defined in the Company's Credit Agreement
Network RailInfrastructure manager for most of the railway in the U.K.
NPPCNet periodic pension cost (income)
OCIOther Comprehensive Income (Loss)
Performix
Performix Metallurgical Additives, LLC, a subsidiary of HE
Rail
Harsco Rail reportable business segment
RCRAResource Conservation and Recovery Act
Reed
Reed Minerals, LLC, a subsidiary of HE
Revolving Credit Facility
Revolving credit facility under the Senior Secured Credit Facilities containing $50.0 million maturing on the earlier of (i) July 1, 2026 and (ii) the closing date on which the Clean Earth segment is sold to Veolia Environnement S.A., a French société anonyme, and $625.0 million maturing on September 5, 2029
ROURight-of-use
SBBFederal railway system of Switzerland
SCE
Kingdom of Bahrain's Supreme Council for Environment
SEC
The U.S. Securities and Exchange Commission
Senior Notes5.75% notes due July 31, 2027
Senior Secured Credit Facilities
Primary source of borrowings comprised of the Term Loan and the Revolving Credit Facility
SOFRSecured Overnight Financing Rate
SPE
The Company’s wholly-owned bankruptcy-remote special purpose entity, which is used in connection with the AR Facility
Tax ActThe U.S. Tax Cuts and Job Act of 2017
TSDF
Treatment, storage, and disposal facility
U.S. GAAPAccounting principles generally accepted in the U.S.


PART I
Item 1.    Business.
On November 20, 2025, we entered into definitive agreements with Veolia Environnement S.A., a French société anonyme (“Veolia”), for the sale of our Clean Earth segment (the “Clean Earth Business”), including (i) an Agreement and Plan of Merger, dated as of November 20, 2025 (the “Merger Agreement”), by and among Enviri Corporation, CLEH, Inc., a direct wholly owned subsidiary of Enviri Corporation (“CLEH”), Enviri LLC, a direct wholly owned subsidiary of CLEH (“Enviri LLC”), Veolia and Liberty Merger Sub Inc. and (ii) a Separation Agreement, dated as of November 20, 2025 (the “Separation Agreement”), by and among Enviri Corporation, CLEH, Veolia and Enviri II Corporation, a direct wholly owned subsidiary of Enviri Corporation (“New Enviri”).

Pursuant to the terms of the Merger Agreement and the Separation Agreement, we will effect a series of reorganizational transactions, pursuant to which, among other things, New Enviri will come to hold our Harsco Environmental and Harsco Rail segments (the “New Enviri Business”). Prior to the closing of the sale of the Clean Earth Business to Veolia (the "Merger"), the New Enviri Business will be distributed through a distribution of all of the outstanding shares of common stock of New Enviri to our stockholders (the “Separation”).

Following the completion of the transactions contemplated by the Separation Agreement and the Merger Agreement, including the Separation and the Merger, (i) Veolia will indirectly own the Clean Earth Business, (ii) New Enviri will be a standalone publicly traded company and indirectly own the New Enviri Business and (iii) the stockholders of the Company will own all of the common stock of New Enviri.

The Merger is subject to customary regulatory approvals and closing conditions and the Separation is subject to the satisfaction or waiver of certain conditions precedent. There can be no assurance that the Separation or the Merger will be consummated. See the Company’s Current Report on Form 8-K filed on November 21, 2025 for a more detailed discussion of the definitive agreements and the transactions contemplated thereby, including the Separation and the Merger. See Part I, Item 1A, “Risk Factors – Merger and Separation Risks” for a discussion of the risks associated with the Separation and the Merger.

OUR COMPANY
Enviri Corporation is a market-leading, global provider of environmental solutions for industrial and specialty waste streams, and innovative equipment and technology for the rail sector. Our three reportable business segments are Harsco Environmental, Clean Earth and Harsco Rail and we are a leader in the markets we serve.

We have worked in recent years to strengthen our business portfolio and financial results in an effort to create value for shareholders, and we have invested to achieve these objectives and to grow the Company. These investments include targeted organic investments, as well as mergers and acquisitions, in the past that have reduced the Company’s portfolio complexity and business cyclicality. More recently, the Company entered into a definitive agreement in November 2025 to sell the Clean Earth Business to Veolia for over $3 billion, representing a significant premium to the Company's historical investment in this business. This decision was made following a thorough evaluation of strategic alternatives aimed at unlocking the underlying value of the Company's businesses for its shareholders. In the future, the Company will continue to pursue initiatives that further progress its businesses and the Company's management remains committed to unlocking value for shareholders.

More broadly, we are committed to viewing every customer need through a sustainability lens. Our customers expect customizable solutions that address business and environmental challenges within their industries. The Company is responding to this need by helping our customers build better businesses and a better environment.

SEGMENT INFORMATION
The Company’s current operations consist of three reportable business segments: Harsco Environmental, Clean Earth and Harsco Rail. The Company reports segment information using the “management approach,” based on the way management organizes and reports the segments within the enterprise for making operating decisions, assessing performance and allocating capital. The Company’s reporting segments are identified based upon differences in products, services, and markets served. Financial information concerning segments and international and domestic operations is included in Note 16, Information by Segment and Geographic Area, in Part II, Item 8, Financial Statements and Supplementary Data.

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Our revenues by business segment are as follows, and a further description of the products and services offered through these business segments is presented below.
309530963097
HARSCO ENVIRONMENTAL

BUSINESS OVERVIEW
Our Harsco Environmental segment can trace its heritage back to the earliest efforts in industrial recycling and environmental resource management. Where others only saw waste and expense, we saw opportunity and value nearly 100 years ago. HE was founded upon market insights, grounded in respect for the environment, efficient use of resources, and optimism for the future.

Today, HE is the largest and most comprehensive provider of onsite environmental services and material processing to the global metals industry. HE partners with its global customer base to deliver production-critical operational support and resource recovery services, through management of our customers’ primary waste or byproduct streams. Our services support the metal manufacturing process, generating significant operational and financial efficiencies for our customers and allowing them to focus on their core steelmaking businesses.

HE serves 70 mill services customers at approximately 120 sites in approximately 30 countries. Our diversified customer base includes the largest steel producers in the regions where we operate, serving a mix of mini-mill and integrated operations. In recent years, HE has extended its reach, signing new services contracts in bellwether growth markets like India, and further strengthening our footprint in the Americas and Europe. As a result, our global portfolio is balanced and diversified, with foreign currency risk partially mitigated by the fact that our operating costs and revenues are regularly denominated in local currencies.

In addition to providing critical services to our customers, we provide zero-waste solutions for relevant waste or byproduct streams - an important component of our value proposition. We repurpose processed material for alternative uses and/or convert this material into viable products to be sold in other markets via our ecoproducts™ offerings and capabilities. Our ecoproductsTM portfolio includes road materials and agricultural products and aggregates. This expertise is important to our customers as environmental regulations increase and the marketplace grows more averse to landfilling waste.

CUSTOMERS AND SERVICE CONTRACTS
We offer our customers a suite of more than 30 services, and our on-site work is largely performed under long-term contracts. These contracts typically include fixed fees or minimum billings, which de-risk our investment during periods of economic weakness, and variable fees often linked to the amount of metal produced or waste processed at a site. Our variable fees under contracts are, importantly, not linked to steel prices. Additionally, in recent years, we have strengthened our contract terms and underwriting practices in an effort to earn a sufficient and timely return on our investments, as well as achieve other objectives. These measures, along with various improvement initiatives, have boosted our site portfolio results and driven more consistent performance across our operations.

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Our contract renewal rates are high, with many customer relationships that span decades. Our largest customers today include ArcelorMittal, Gerdau, JSW Steel, Ternium and SSAB. We serve most of our major customers at multiple sites, often under multiple contracts. The length of our customer relationships reflects our value proposition. Customers choose the Company to (1) achieve operational and financial efficiencies; (2) concentrate their efforts on metal manufacturing and supporting end-market product demands; (3) gain access to process innovations and technologies developed by the Company; and (4) leverage our downstream product applications and know-how. HE had one customer in each of the past three years that provided more than 10% of this segment's revenues, again under many long-term contracts at multiple sites.

On December 31, 2025, the Company's service contracts had estimated future revenues of $3.0 billion at current production levels, which increased from 2024, primarily from new and renewed contracts, net of the impact from terminated contracts. These contract values provide the Company with a substantial base of anticipated long-term revenues. Approximately 23% of these revenues are expected to be recognized by December 31, 2026; approximately 40% of these revenues are expected to be recognized between January 1, 2027 and December 31, 2029; approximately 21% of these revenues are expected to be recognized between January 1, 2030 and December 31, 2032; and the remaining revenues are expected to be recognized thereafter. Estimated future revenues are exclusive of anticipated contract renewals, projected volume increases and ad-hoc services, as well as future revenues from roadmaking materials.

LINES OF BUSINESS
HE provides a broad range of services, most of which address our customers’ environmental challenges. In total, these services reduce both landfill waste and the carbon footprint of our customers’ sites. In 2025, on-site services represented approximately 93% of HE’s revenues. A summary of our most significant services is as follows:

Resource Recovery, Metal Recycling and Slag Optimization
Resource recovery, metal recycling and slag optimization is the core component of our service offerings. We capture liquid steel waste or byproduct (slag) and transport it for cooling, treatment and conditioning. We then recover valuable metal from the waste-stream, which is returned to our customer in a form suitable for recycling through the customers’ manufacturing process. Finally, the residual non-metallic processed material is transformed into environmental products that create new and additional revenue streams.

Scrap Management
We manage customer scrap inventories and upgrade scrap by making it cleaner and denser. Improved scrap characteristics reduce electricity usage which, combined with the usage of recycled material, provides sustainability benefits to our customers.

Materials Handling and Logistics
We transport materials, including semi-finished and finished products, safely and efficiently for our customers. Our tracking technology also provides real-time analysis of material location, quantities and product quality.

Meltshop and Furnace Services
Meltshop and furnace services allow the molten metal production process to run smoothly and efficiently. These services include under-vessel cleaning and the removal of ladle slag (waste) and general melt shop debris.

Ecoproducts™
HE creates value-added downstream products from industrial waste-streams. Our experience in manufacturing these products and successfully penetrating relevant end-markets is an important differentiator for the Company. These zero-waste solutions preserve our natural resources and reduce or eliminate landfill disposal. Ecoproducts in 2025 represented approximately 5% of HE’s revenues and our major ecoproducts include the following:

•Road Surfacing and Materials - Because of its natural shape and interlocking properties, steel slag holds many advantages when used in asphalt roadway surfaces, ranging from high skid resistance to better durability. The Company’s slag-based asphalt product, developed and sold as SteelPhalt™, maintains positive surface characteristics throughout the life of the road, allowing longer replacement intervals and lower maintenance costs. The Company also sells a slag aggregate that is a sustainable and cost-effective alternative to natural stone. This aggregate is often used as unbound road base material for secondary roads and sub-base material elsewhere.
•Metallurgical Additives - The Company’s custom-designed steelmaking additives facilitate fluid slag formation in the steelmaking process, thus improving customer productivity and helping achieve the steel product specifications required for today’s premium applications.
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•Agriculture and Turf Products - We produce soil conditioners and fertilizers, principally from stainless steel slag that optimize crop yields and turf performance. CrossOver® and AgrowSil® products are our leading silicon, calcium and magnesium-based product brands, sold mainly in the Americas. These products are formulated to address nutrient deficiencies and toxicity issues in soil as well as to help plants withstand outside pressures and disease.
•Cement Additives - Steel slag is naturally cementitious and commonly blended with other materials to produce environmentally-friendly, high-performing cement products. Cement made with slag aggregate can achieve permeabilities and other attributes that compare favorably to concrete made with conventional aggregates.

GROWTH STRATEGY
We have identified attractive opportunities that meet our return thresholds to expand our service portfolio, and our pipeline of opportunities remains significant. Additionally, we have initiated efforts to expand our downstream products business and plan to continue investing in innovation to support our business sustainability.

A summary of our key growth initiatives is as follows:
•Further Penetrate Existing Sites. Given our broad services capabilities, we see potential for add-on services contracts at existing sites.
•New Sites. We continue to pursue new services contracts in certain markets, particularly in growing economies where out-sourcing opportunities are significant because of increased environmental awareness or where steel consumption (production) is set to grow.
•Investment in Downstream Products. We see opportunities to expand certain products businesses, and our investment in new SteelPhalt (road materials) plants in Europe is a recent example.
•Innovation. We are at the forefront of innovation in our industry. Our innovation programs are specifically focused on helping our customers solve their most pressing environmental challenges amid ever-increasing regulation. This initiative includes developing new customer or industry solutions, either in-house or externally, and expanding the usage of technologies that already exist within our business.

COMPETITION
HE competes principally with a small number of businesses for services outsourced by customers on a global basis. One of these peers, Phoenix Global, was acquired by publicly-traded SunCoke Entergy, Inc. in 2025, while others are privately owned. We also compete with numerous smaller, privately-held businesses in each of our regional markets and, to some degree, customers that may decide to perform certain services themselves.

We believe that HE differentiates itself from its competition through innovative technologies that support our service offerings, and through the operating expertise developed by sharing best practices across our global portfolio. Our safety practices and performance also support our business, as do our long-standing relationships and our downstream product solutions.

CLEAN EARTH

BUSINESS OVERVIEW
CE provides specialty waste processing, treatment, recycling, and beneficial reuse solutions for customers in the industrial, retail, healthcare, and construction industries across a variety of waste needs, including hazardous, non-hazardous, and contaminated soils and dredged materials. CE currently operates 19 RCRA Part B permitted TSDFs, wastewater treatment facilities and supporting 10-day transfer facilities across the U.S., serving over 90,000 customer locations, while utilizing a fleet of approximately 800 vehicles. It also holds a portfolio of over 700 critically-important permits, and the majority of waste handled by CE is recycled or beneficially reused.

Specialty-waste permits have considerable value, and CE is positioned to take advantage of increasingly stringent regulations on the handling of this waste. These dynamics provide recurring revenues and support attractive underlying growth.

CUSTOMERS
CE provides regulatory-compliant solutions with a high quality of customer service to a diverse set of customers. These customers include waste generators in numerous industries, including chemicals, power, aerospace, medical, retail and metals, as well as integrated waste companies and brokers. CE also services federal, state and local governments, as well as developers linked to large infrastructure and redevelopment projects. CE had one customer in 2025, 2024 and 2023 that provided more than 10% of this segment's revenues.

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LINES OF BUSINESS

Hazardous Waste
CE provides testing, tracking, processing, recycling, and disposal services for hazardous waste and it operates 19 RCRA Part B permitted TSDFs and several wastewater processing permits that enable the Company to process a variety of complex hazardous wastes, consisting of toxic, reactive and flammable materials such as industrial wastewater, manufacturing sludge, oily-mixtures, chemicals, pesticides, asbestos, pharmaceutical waste, and landfill leachate with per- and polyfluoroalkyl substances ("PFAS"). The remaining facilities handle a limited number of other wastes, including electronics, batteries and light bulbs. These operations possess unique and differentiated processing technologies, such as applications for aerosol can, medical waste recycling, fuel blending, household hazardous waste and lead contaminated soils. In 2025, this line of business represented approximately 85% of CE’s revenues.

Soil and Dredged Materials
CE processes approximately 3.0 million tons per year of contaminated soil and 0.3 million cubic yards of dredged material at seventeen locations, which includes fixed-based locations and mobile plants. These soils are contaminated with heavy metals, polychlorinated biphenyls ("PCBs"), pesticides, PFAS or other chemicals, and the related clean-up work is often the result of infrastructure improvements, private redevelopment, industrial site remediation and/or underground storage tank removal. CE treats and recycles this soil through various processes, after which the material is suitable for beneficial reuse as construction fill material or landfill capping. CE also operates one facility to treat dredged material, the sediment accumulated at the bottom of waterways that is removed for environmental (clean-up) or maintenance (maintain depth) purposes. After treatment, these materials are also beneficially reused as fill material. In 2025, this line of business represented approximately 15% of CE’s revenues.

OPERATIONS AND PERMITS
CE provides a suite of regulation-compliant treatment solutions for hazardous and non-hazardous wastes that can be tailored to
meet customer-specific requirements. The solutions include soil remediation and recycling including thermal desorption, dredged material stabilization and beneficial reuse, hazardous and non-hazardous waste stabilization and solidification, fuel blending, management and recycling, battery and electronic waste recycling, and secure electronic data destruction.

Additionally, CE holds a portfolio of approximately 700 process, treatment and operating permits, including the ones mentioned above. This permit portfolio is difficult to duplicate, making these permits valuable and critically-important assets in this heavily-regulated industry. CE’s ability to secure new permits or permit modifications for new waste streams or processes in the future remains an important growth lever for the business.

GROWTH STRATEGY
Favorable underlying market dynamics, driven by increased regulation and a growing list of contaminants and hazardous materials, and investment are anticipated to fuel CE’s growth in the coming years. CE also anticipates introducing newer technologies into the market with new treatment solutions and expansion of existing technologies, including permit modifications and applications in new geographic markets. Lastly, CE is well-positioned to benefit from a positive outlook for maintenance and environmental dredging, as well as emerging PFAS markets.

COMPETITION
Given the fragmented nature of the specialty waste industry, CE competes with numerous companies. Our larger peers within the hazardous materials line of business include Clean Harbors, Republic Services, which acquired U.S. Ecology in 2022, Veolia and Reworld (formerly known as Covanta), which acquired Circon Holdings, Inc. and also, through its parent company, EQT Infrastructure, acquired a major stake in Heritage Environmental Services. Our larger peers within the soil and dredged materials market include Soil Safe, Impact Environmental, Bayshore Recycling and Eco Materials LLC. CE differentiates itself from competitors through service reliability and responsiveness, its diverse operating capabilities and regulatory compliant solutions, and the value it provides through providing environmentally superior solutions relative to other disposal alternatives in the regions where it operates.
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HARSCO RAIL

BUSINESS OVERVIEW
Rail is recognized for technical leadership and our experience in all aspects of railway track maintenance. We enable railroads to operate at peak efficiency over smooth, precisely aligned track, which improves safety performance and reduces fuel consumption. Our broad array of products and services helps every type of railway operator, from major national railway systems, to short lines and high-speed urban transit networks, achieve their productivity and sustainability objectives. We are also a leading supplier of collision avoidance and warning systems to enhance passenger, rail worker and pedestrian safety and we pioneered a number of measurement and diagnostic technologies that further support railway maintenance programs.

More specifically, Rail is a supplier of core and application-specific specialty equipment, after-market parts and services for the construction and maintenance of railway track. We manufacture highly-engineered railway track maintenance equipment and support a large installed-base of the Company's equipment with a full suite of aftermarket parts. Equipment is often sold through long lead-time purchase orders and, historically, under large, multi-year supply contracts. Rail has increasingly focused on standardized platforms, complemented by selectively engineered specialty equipment offerings designed to address specific customer applications, while maintaining disciplined commercial and execution controls. Aftermarket parts and safety diagnostics technology sales have shorter-cycle characteristics.

RAIL EQUIPMENT
Manufacturing high-quality, cutting-edge technology equipment is core to Rail. These products are developed through an active research and development effort, often in conjunction with our customers, including both standardized platforms and selectively engineered application-specific configurations. Our primary operating costs include product engineering, metal and electrical components. Rail equipment sales represented 34% of segment revenues in 2025. Below is a summary of our major equipment categories:

Surfacing Equipment
Rail’s surfacing equipment portfolio, a suite of 16-tool tampers and stabilizers, maintain railroad track's intended surface and line, enabling customers to move people and goods safely and efficiently. As a market leader in North America with presence internationally as well, new technologies are continually integrated to support the railroad's need for improved scheduling, high equipment utilization, equipment ease-of-use and digitization.

Rail Treatment Equipment
Rail’s suite of grinding products extends the life of track and enhance customer performance. Our grinders remove cracks and other surface defects and re-profile rail heads. The result is smoother and quieter track that enables our customers to operate at higher speeds and lower fuel consumption, all while extending the rail life significantly. Rail also offers smaller grinders to work on transit and metros to remove corrugations on the rail which eliminates noise and vibration.

Tie Equipment
Rail provides a variety of tie equipment to help customers maintain their linear assets. These products include spike puller, anchor spreader and tie replacement vehicles that support optimal track performance and safety.

Utility Track Vehicles ("UTVs")
Our all-purpose UTVs are used to power work trains for a broad range of rail maintenance requirements. UTVs provide highly versatile configurations to meet a variety of customer needs.

New Track Construction Equipment
A new track construction machine produced by the Company can lay roughly a mile of track per day in continuous operation. The equipment constructs track three times faster than the stick-building alternative and works with all forms of ties.

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AFTERMARKET PARTS AND SERVICES AND SAFETY AND DIAGNOSTICS TECHNOLOGY
Revenues from aftermarket parts and services and safety and diagnostic technology represented 41% of segment revenues in 2025.

Aftermarket Parts and Services
Rail sells a full range of aftermarket parts and provides on-site technical assistance and training programs to our customers. These products include original equipment manufacturer ("OEM") genuine replacement parts and upgrade kits to ensure equipment achieves peak performance and to minimize operating costs. Our service representatives are deployed around the world, and our e-commerce website features over 20,000 parts.

Technology Equipment
Rail's technology equipment line is focused on innovation. This includes new product development using artificial intelligence to improve operational efficiency and performance, cost-effective measurement equipment to improve track geometry and safety systems to keep railway personnel safe. Rail's measurement and diagnostic solutions provide analytical data on track conditions, thereby helping railways plan the timing and location of preventive maintenance.

RAILWAY CONTRACTING SERVICES
Rail's contracting services provide customers with a quality service through work crews that operate the equipment and understand the customer's maintenance needs. With years of experience, Rail's contract service teams have covered approximately 400 thousand miles of track, helping customers achieve desired productivity goals. Railways contracting services represented 25% of segment revenues in 2025.

CUSTOMERS
Over 125 major railways, including Class-1 railroads in North America, mass transit systems (authorities), equipment leasing companies and state-owned railroads around the world have chosen Harsco Rail to optimize the condition of their tracks. Rail’s geographic and product mix is diversified. In 2025, 43% of Rail’s revenues were derived outside of North America. Rail had two customers in 2025 and 2024 and one customer in 2023 that provided more than 10% of the segment's revenues.

BACKLOG
As of December 31, 2025, Rail had an order backlog of $208.7 million, which is mostly attributed to our Rail equipment business. A portion of this backlog value relates to long-term contracts signed several years ago that are expected to conclude in the coming years, including $101.5 million for the Network Rail, Deutsche Bahn and SBB contracts at December 31, 2025.

As of December 31, 2025, $146.2 million or 70.0%, of Rail's manufactured products order backlog is expected to be filled in 2026. The remainder of this backlog is expected to be filled through 2032.

MANUFACTURING AND WORKING CAPITAL
Our primary equipment manufacturing facility is in Columbia, South Carolina, and we also have another manufacturing facility in Ludington, Michigan. We also maintain a manufacturing presence in Europe, mainly to support certain large, multi-year supply contracts in that region.

Given the time required to manufacture certain equipment, Rail manages its inventories to meet forecasted demand and customer requirements. We will usually build inventories during the design and production phase for large or long-lead-time orders, and the opposite is true as equipment is delivered under these contracts. Further, the overall cash impact of these inventory changes is partially mitigated by the fact that Rail often receives advance or progress payments on large orders.

GROWTH
Developing new and differentiated technology is critical to our growth, and growth levers exist for Harsco Rail throughout our product portfolio through expanding our global presence. We expect to benefit in North America from the efficiency or productivity goals of our freight customers and investments by transit authorities to upgrade and improve asset performance. In the international market, we are positioned to benefit as global spending for safety and measurement technologies and rail electrification increases and through equipment innovations. To support this growth strategy, we plan to focus on our core portfolio of products, supplemented by selective specialty equipment offerings, while refraining from entering into new long-term contracts for broad, highly customized, engineered-to-order equipment.

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COMPETITION
We have many competitors across our global product and services portfolio, including Plasser & Theurer, Nordco, Loram and Matisa Materiel Industriel SA. We believe Harsco Rail differentiates itself from competitors through innovative technology solutions, as well as service and product quality. We create products designed to meet the specific needs of our customers’ railway projects, balancing standardized platforms with application-specialty solutions, while at the same time meeting their productivity, safety and environmental goals.

ENVIRI CORPORATE

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG")
We are committed to building a market-leading services and products company that preserves our environment, adheres to ethical and responsible business practices and supports our customers as they do the same. ESG is central to our business strategy and operations - our employees are inspired to develop innovative products and services that positively impact the environment and support the Company’s sustainability and growth.

Our ESG goals are driven by the Company's six core values, which connect us all across cultures, time zones and organizational lines. As the cornerstone to our shared Company culture, these values reflect our overarching direction and purpose as a business:

•Be Environmental. Have an unwavering determination to make the world cleaner and greener.
•Be Performance Driven. Act with passion to deliver winning results.
•Be Customer Focused. Actively listen to our customers’ needs to surpass their expectations.
•Be Caring. Embed safety into everything we do and treat each other as we’d like to be treated ourselves.
•Be Inclusive. Create a diverse, collaborative, and inclusive workplace by embracing differences.
•Be Respectful. Act truthfully and honorably to create a culture where people, opinions, and feelings are respected.

Further details on our ESG key performance indicators, initiatives and accomplishments can be found in our latest ESG Report. This report, published in July 2025, can be found on the Company’s website (www.enviri.com/sustainability) along with other related policies. Unless specifically stated herein, documents and information on the Company's website are not incorporated by reference into this document.

ENVIRI BUSINESS SYSTEM ("EBS")
Our EBS is a shared set of processes that reflect and support our corporate strategy. These repeatable and replicable standards and practices are the hallmark of a high-performing company. There is intrinsic value in a common language, and a defined business system does away, in large part, with ambiguity about what constitutes success. The elements of our EBS are: Safety, Continuous Improvement and Talent Development.

ACQUISITIONS AND DIVESTITURES
Acquisitions and divestitures have been an important element of the Company's business strategy over the years, as we've taken steps to grow as well as reduce business complexity and cyclicality. These actions include selling the majority of the Company's disparate manufacturing businesses, while acquiring certain service companies. Most recently, the Company signed a definitive agreement to sell the Clean Earth Business at a significant premium to its historical investment in the business for over $3.0 billion with Veolia, after a thorough evaluation of strategic alternatives. This sale is expected to close in 2026. Looking forward, our improvement and growth priorities are likely to be focused internally, and we don't currently see inorganic growth as a primary business driver for the Company in the near term.

SEASONALITY
The Company's businesses can be subject to seasonal fluctuations. Demand for services and solutions provided by HE is subject to seasonal changes related to weather conditions, inventory management through the steel-industry supply chain, and customer operating outages. The timing of these impacts varies by region, however, overall customer demand for HE across its global footprint tend to be strongest in the second quarter and third quarter of each year. Also, the timing of new contracts, as well as any exited contracts, can impact HE's results within a year. CE, meanwhile, provides services that can also fluctuate seasonally with weather, construction activity, industrial production, retail spending and municipal waste collection programs. As a result, demand for CE services tends to be weakest in the first and fourth quarters of each year. Rail is not considered to be influenced by seasonal trends, although its business is often influenced by the timing of budgetary practices of customers.

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Due to seasonal factors, the Company’s revenues and earnings are usually higher during the second and third quarters of each year relative to the first and fourth quarters of the year. Additionally, the Company’s cash flows are influenced by seasonality. The Company’s cash flow from operations has historically been higher in the second half of the year, compared with the first half, due to working capital management, receivable collections during the fourth quarter as a result of higher revenues in preceding quarters and the timing of certain cash payments in the first half of the year, including for incentive compensation.

ENVIRONMENTAL COMPLIANCE
The Company is subject to various environmental regulations within its global operations, and the scope of relevant environmental regulation expanded following the Company’s acquisitions of Clean Earth and ESOL in 2019 and 2020, respectively. CE operates within an industry that is subject to stringent environmental regulations by federal, state and local authorities, which regulate the treatment and disposal of specialty waste. Facility and operating permits, or approvals from these authorities, are required to maintain operations. The nature of these permits varies by jurisdiction and are based on the activities at a particular site. These permits are generally difficult to obtain. This dynamic, along with increased regulation on the treatment and disposal of specialty waste, is beneficial to our CE business.

The most significant U.S. federal environmental regulation that impacts our business is RCRA. RCRA created a cradle-to-grave system which governs the transportation, treatment, storage and disposal of hazardous waste. Under RCRA, each hazardous waste processing facility must maintain a RCRA permit and comply with defined operating practices. This legislation is administered by the EPA, although its authority may be delegated to a State EPA with similar or more stringent environmental standards.

In the U.S., the Company is also subject to air and water quality control legislation. The Clean Water Act regulates the discharge of pollutants into waterways and sewers in the U.S, and, where necessary, we obtain and must comply with permits to discharge wastewater from our facilities. Similarly, the Clean Air Act controls emissions of pollutants into the air and requires permits for certain emissions.

The Company also operates in various sites in other countries around the world. Each of these locations often have waste, air, and water environmental regulatory requirements similar to the U.S.

The Company regards compliance with all applicable environmental regulations as critical to its business. Historically, the Company has been able to renew and retain all required permits to maintain its operations, and it has not experienced substantial difficulty complying with relevant environmental regulations. The Company also does not anticipate making any material capital expenditures to comply with, or improve, environmental performance in the future. While environmental regulations may increase or expand, we cannot predict the extent of this future environmental regulation, its related costs and the overall effect on the Company’s business.

For additional information regarding environmental matters see Note 12, Commitment and Contingencies, in Part II, Item 8, Financial Statements and Supplementary Data.

HUMAN CAPITAL RESOURCES
As of December 31, 2025, we had almost 12,000 employees, excluding contingent workers, in over 30 countries. The majority of these employees are represented by labor unions, through over 70 collective bargaining agreements.

Our business relies on our ability to attract and retain talented employees. To attract and retain talent, we strive to create an inclusive and supportive workplace while providing opportunities for all of our employees to grow and develop in their careers.

Health, Safety and Wellness
We are committed to the health, safety and wellness of our employees. We are passionate about establishing a culture of ownership and accountability for which all employees are responsible for safety. We evaluate our safety processes, programs and procedures to continuously improve our safety performance. We provide our employees and their families with access to a variety of health and wellness programs globally.

Compensation and Benefits
We provide competitive compensation and benefits programs for our employees. In addition to salaries, these programs, which vary by employee level and by the country where the employees are located, may include, among other items, bonuses, stock awards, retirement programs, health savings and flexible spending accounts, paid-time off, paid parental leave, disability programs, flexible work schedules, tuition assistance and employee assistance programs.

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Belonging Program
The Company's Belonging Program is core to the Company’s values and processes that support employee development and retention and demonstrates our organization-wide commitment to fostering a collaborative and inclusive workplace for all employees. Throughout the year, the Company continued to advance its commitment to these core values by taking the following initiatives:
•Our global Belonging and Inclusion Council, which is chaired by our Senior Vice President & Chief Human Resources Officer and includes 16 cross-functional leaders from each of our business units, focused on the Company's core value, "Be Inclusive".
•The Company's first employee resource group, Enviri Women, which is open to all employees, promotes awareness and the advancement of its employees across the Company through personal and professional development, mentorship, and empowerment. Enviri Women continued to provide a formal mentorship program to employees, offer a number of professional development workshops to members and foster connections and networking within its regional chapters.
•CultureLink, a new employee resource group established during 2024 and expanded in 2025, is committed to fostering a sense of belonging by celebrating the diverse cultures of the countries in the communities Enviri operates in. Through educational sessions, engaging virtual and local events and collaboration, the group aims to create a globally inclusive environment where all employees can share their unique cultural and personal perspectives and contribute to a global workplace that honors and values cultural diversity.

Talent Development and Succession
We believe our development processes ensure continuity of leadership over the long term. Thus, annually we undertake a talent review process to access the organizational capabilities required to execute our strategy, create tailored development plans and understand the depth of our succession preparedness. Our objective is to build the readiness of various talent pools within the organization in order to select and promote key talent. In addition, we continue to invest in our employees through technical training, professional development and skills upgrade throughout the year. In 2025, we launched our first enterprise-wide Learning Management System, offering hundreds of technical and professional trainings to our employees, and also launched a company-wide coaching program for key talent.

CORPORATE INFORMATION
The Company was incorporated in 1956. The Company’s global headquarters and executive offices are located at Two Logan Square, 100-120 North 18th Street, 17th Floor in Philadelphia, PA, and its main telephone number is 267-857-8715.

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports filed with or furnished to the SEC under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available as soon as reasonably practicable after such reports are electronically filed with the SEC on the Company’s website, under the "Financial Information" subheading under the "Investors" section. Additionally, the SEC maintains a website that contains reports, proxy and other information regarding issuers that electronically file with the SEC at www.sec.gov.

AVAILABLE INFORMATION
Our website address is www.enviri.com. Copies of our key Corporate governance documents, such as our Code of Conduct, as well as our Board's composition and structure, can be viewed on our website under the “Corporate Governance” subheading of the “About” section. Additionally, further information on our Corporate Sustainability initiatives also can be accessed through the “Sustainability” subheading of the "About" section on our website. The information posted on the Company’s website is not incorporated into the Company’s SEC filings.


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Item 1A. Risk Factors.

Set forth below are risks and uncertainties that could materially and adversely affect the Company's results of operations, financial condition, liquidity and cash flows. The following discussion of risks contains forward-looking statements, and the risks set forth below are not the only risks faced by the Company. The Company's business operations could also be affected by other factors not presently known to the Company or factors that the Company currently does not consider to be material.

MERGER AND SEPARATION RISKS

The consummation of the Merger is subject to a number of conditions; if these conditions are not satisfied or waived on a timely basis, or if other termination rights of the parties are triggered, then the Merger Agreement may be terminated and the Merger may not be completed.
The Merger is subject to certain customary closing conditions, including: (i) approval and adoption of the Merger Agreement and the Merger by holders of a majority of the outstanding shares of the Company’s common stock at the Company’s shareholders meeting; (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to the Merger having expired or been terminated; (iii) effectiveness of the registration statement to be filed with respect to registration of the common stock of New Enviri that will be distributed in the Separation; (iv) completion of the Holding Company Merger, the Reorganization and the Distribution (as such terms are defined in the Merger Agreement); (v) the absence of any law or order prohibiting or making illegal the consummation of the Holding Company Merger, the Reorganization, the Distribution or the Merger; (vi) subject to certain qualifications, the accuracy of the representations and warranties of the parties under the Merger Agreement, and the performance in all material respects by the parties with their respective obligations under the Merger Agreement; and (vii) the absence of any Company Material Adverse Effect (as defined in the Merger Agreement).

The failure to satisfy all of the required conditions could delay the completion of the Merger by a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause the parties to not realize some or all of the benefits that are expected to be achieved if the Merger is successfully completed within the expected timeframe. There can be no assurance that the conditions to closing of the Merger will be satisfied or waived or that the Merger will be completed within the expected timeframe or at all.

The Merger Agreement also contains specified termination rights for the Company and Veolia, including that the Merger Agreement may be terminated by either party if the Merger has not been consummated by August 20, 2026 (subject to an extension to November 20, 2026 in connection with outstanding regulatory approvals). In the event the Merger Agreement is terminated by either party, the Company will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Merger.

Failure to complete the Merger could adversely affect the stock price and future business and financial results of the Company.
There can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed. If the Merger is not completed within the expected timeframe or at all, the ongoing business of the Company could be adversely affected and the Company will be subject to a variety of risks and possible consequences associated with the failure to complete the Merger, including the following: (i) upon termination of the Merger Agreement under specified circumstances, the Company is required to pay Veolia a termination fee of $80.0 million in cash; (ii) the Company will incur significant transaction costs related to the Separation and Merger, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the transactions close; (iii) under the Merger Agreement, the Company is subject to certain restrictions on the conduct of its business prior to the closing of the Merger, which may adversely affect its ability to execute certain of its business strategies; and (iv) the pending Merger, whether or not it closes, will divert the attention of certain management and other key employees of the Company from ongoing business activities, including the pursuit of other opportunities that could be beneficial to the Company. Similarly, delays in the completion of the Merger could result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the Merger, and could materially and adversely impact the ongoing business, financial condition, results of operations and stock price of the Company prior to the Merger and New Enviri following completion of the Merger.

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If the Merger is not completed, these risks could materially affect the business, financial condition and results of operations of the Company and its stock price, including to the extent that the current market price of the Company’s common stock is positively affected by a market assumption that the Merger will be completed. In addition, if the Merger is not completed, (i) the holders of the Company’s common stock will not receive any cash consideration for their shares of the Company’s common stock in connection with the Merger and (ii) the Separation will not occur and the holders of the Company’s common stock will not receive shares in New Enviri. Instead, the Company will remain an independent public company and holders of the Company’s common stock will continue to own their shares of the Company’s common stock.

While the Merger is pending, the Company will be subject to business uncertainties and certain contractual restrictions that could adversely affect the business and operations of the Company.
In connection with the pending Merger, some customers, suppliers, vendors or other third parties of the Company may react unfavorably, including by delaying or deferring decisions concerning their business relationships or transactions with the Company, regardless of whether the Merger is completed. In addition, due to certain restrictions in the Merger Agreement on the conduct of business prior to completing the Merger, the Company may be unable (without the other party’s prior written consent) to respond effectively to business developments, pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue certain actions, even if such actions would prove beneficial. In addition, the pendency of the Merger may make it more difficult for the Company to effectively retain and incentivize key personnel and may cause distractions from the Company’s strategy and day-to-day operations for its current employees and management. If any of these events were to occur, it could materially and adversely impact the Company’s business, financial condition, results of operations and cash flows while the Merger is pending.

The Merger and Separation may not achieve the anticipated benefits and will expose New Enviri to new risks.
New Enviri, which following the Separation will hold the New Enviri Business, may not realize the anticipated strategic, financial, operational or other benefits from the sale of the Clean Earth Business in the Merger. The Company cannot predict with certainty when the benefits expected from the Merger will occur or the extent to which they will be achieved. If the Merger is completed, New Enviri’s operational and financial profile will be different from the Company and it will face risks different from the Company, including risks commonly encountered in divestitures. In addition, as a standalone, publicly traded company, New Enviri will be a smaller, less-diversified company and may be more vulnerable to changing market conditions. Further, the diversification of New Enviri’s revenues, costs and cash flows will be diminished as compared to the Company since it will not own the Clean Earth Business, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments and service debt may be diminished. There is no assurance that following the Separation and the Merger New Enviri will be successful. The completion of the Separation may cause uncertainty for or disruptions with the customers, suppliers, vendors and employees of the New Enviri Business, which may negatively impact these relationships or its operations. In addition, New Enviri will incur one-time costs and ongoing costs in connection with, or as a result of, the Separation, including costs of operating as a standalone, publicly-traded company. Those costs may exceed estimates or could negate some of the benefits expected to be realized. If New Enviri does not realize the intended benefits or if costs exceed estimates, New Enviri could suffer a material adverse effect on its business, financial condition, results of operations and cash flows.

STRATEGIC AND OPERATIONAL RISKS

If the Clean Earth Segment fails to comply with applicable environmental laws and regulations, its business could be adversely affected.
The regulatory framework governing CE's business is extensive. The Company could be held liable if its operations cause contamination of air, groundwater or soil or expose its employees or the public to contamination. The Company may be held liable for damage caused by conditions that existed before it acquired the assets, business or operations involved. Also, it may be liable if it generates, transports or arranges for the transportation, disposal or treatment of hazardous substances that cause environmental contamination at facilities operated by others, or if a predecessor company generated, transported, or made such arrangements and the Company is a successor. Liability for environmental damage could have a material adverse effect on the Company’s financial condition, results of operations and cash flows. The Company may also be held liable for the mishandling of waste streams resulting from the misrepresentations by a customer as to the nature of such waste streams.

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Stringent regulations of federal, state and local governments have a substantial impact on CE’s transportation, treatment, storage, disposal and beneficial use activities. Many complex laws, rules, orders and regulatory interpretations govern environmental protection, health, safety, noise, visual impact, odor, land use, zoning, transportation and related matters. The Company also may be subject to laws concerning the protection of certain marine and bird species, their habitats, and wetlands. It may incur substantial costs in order to conduct its operations in compliance with these environmental laws and regulations. Changes in environmental laws or regulations or changes in the enforcement or interpretation of existing laws, regulations or permitted activities may require the Company to make significant capital or other expenditures, to modify existing operating licenses or permits, or obtain additional approvals or limit operations. New environmental laws or regulations that raise compliance standards or require changes in operating practices or technology may impose significant costs and/or limit the Company’s operations.

CE’s revenue is primarily generated as a result of requirements imposed on its customers under federal, state and local laws and regulations to protect public health and the environment. If requirements to comply with laws and regulations governing management of contaminated soils, dredge material, and hazardous wastes were relaxed or less vigorously enforced at the federal, state and local levels, demand for CE’s services could materially decrease and the Company's revenues and earnings could be reduced.

If the Company is unable to obtain, renew, or maintain compliance with its operating permits or license agreements with regulatory bodies, its business would be adversely affected.
The Company's facilities operate using permits and licenses issued by various regulatory bodies at various local, state and federal government levels. Failure to obtain permits and licenses necessary to operate these facilities on a timely basis or failure to renew or maintain compliance with its permits, licenses and site lease agreements on a timely basis could prevent or restrict the Company's ability to provide certain services, resulting in a material adverse effect on its business. There can be no assurance that the Company will continue to be successful in obtaining timely permit or license applications approval, maintaining compliance with its permits, licenses and lease agreements and obtaining timely license renewals.

The waste management industry, in which CE is a participant, is subject to various economic, business, and regulatory risks.
The future operating results of CE may be affected by such factors as its ability to utilize its facilities and workforce profitably in the face of intense price competition, maintain or increase market share during periods of economic contraction or industry consolidation, realize benefits from cost reduction programs, invest in new technologies for treatment of various waste streams, generate incremental volumes of waste to be handled through CE’s facilities from existing and acquired sales offices and service centers, appropriately contract with end disposal sites for the necessary volumes of waste, obtain sufficient volumes of waste at prices which produce revenue sufficient to offset the operating costs of its facilities and minimize downtime and disruptions of operations.

Outdoor construction, which may be limited due to unfavorable weather, and dredging, which may be limited due to environmental restrictions in certain waterways in the Northeastern United States, can be cyclical in nature. If those cyclical industries slow significantly, the business that CE receives from them would likely decrease.

The seasonality of the Company's business may cause quarterly results to fluctuate.
The majority of the Company's cash flows provided by operations has historically been generated in the second half of the year. This is a result of normally higher income during the second and third quarters of the year, as the Company's business tends to follow seasonal patterns. If the Company is unable to successfully manage the cash flow and other effects of seasonality on the business, its results of operations may suffer.

Customer concentration and related credit and commercial risks, together with the long-term nature of contracts, may adversely impact the Company's results of operations, financial condition and cash flows.
For the year ended December 31, 2025, the Company’s top five customers in HE accounted for approximately 37% of revenues in that Segment and 17% of the Company’s consolidated revenues. For the year ended December 31, 2025, the Company’s top five customers in CE accounted for approximately 27% of the revenues in that Segment and 12% of the Company’s consolidated revenues. For the year ended December 31, 2025, the Company's top five customers in Rail accounted for approximately 54% of revenues in that Segment and 6% of the Company's consolidated revenues. The Company routinely enters into contracts with its top customers of varying length and scope. Disagreements between the parties can arise as a result of the scope, nature and varying degree of relationship between the Company and these customers and can result in disagreements between the Company and a customer that could impact multiple regions within the Company’s business.

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CE may enter into a long-term contract with a customer covering multiple regions in the United States. A dispute with a customer in one region in the United States could impact the Company’s revenues related to that customer in another region. HE may incur capital expenditures or other costs at the beginning of a long-term contract that it expects to recoup through the life of the contract. Some of these contracts provide for advance payments to assist the Company in covering these costs and expenses. A dispute with a customer during the life of a long-term contract could impact the ability of the Company to receive payments or otherwise recoup incurred costs and expenses.

Finally, both HE and CE have several large customers and, if a large customer were to experience financial difficulty or file for bankruptcy or receivership protection, it could adversely impact the Company's results of operations, cash flows and asset valuations.

We may continue to experience losses associated with Rail’s long-term fixed-price contracts.
Rail manufactures highly-engineered equipment under large long-term fixed-price contracts with several customers at prices that reflect our estimates of corresponding costs and schedules. Inaccuracies in these estimates may lead to cost overruns that may not be paid by our customers. We have recognized estimated forward loss provisions related to these contracts of $30.3 million, $32.7 million and $32.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. These forward estimated loss provisions were due to several factors, such as material and labor cost inflation, supply chain delays due to the bankruptcy of a key European-based vendor, increased engineering effort, and increased engineering and commissioning costs. The Company may continue to experience challenges in the future, and it is possible that our overall estimate of liquidated damages, penalties and costs to complete these contracts may change, which could result in additional estimated forward loss provisions that could be material. Factors that could result in contract cost overruns, project delays or other problems may include the impact of inflation on fixed-price contracts, delays in the scheduled deliveries of machinery and equipment, unanticipated technical problems, including design or engineering issues, unforeseen increases in the costs of labor, warranties, raw materials, components or equipment, or our failure or inability to obtain resources when needed, delays or productivity issues caused by weather conditions, modifications to projects that create unanticipated costs or delays, and other unforeseen factors outside of our control. If we fail to accurately estimate the resources required and time necessary to complete these types of contracts, are unable to fulfill our obligations under these contracts in a timely and cost effective manner going forward, are unable to successfully renegotiate price increases, change orders and extensions to delivery schedules with our customers, or execute other mitigating measures, or if their contract is terminated with us due to these or other factors, our results of operations, financial condition and cash flows may be adversely affected.

The Company may lose customers or be required to maintain or reduce prices as a result of competition.
The industries in which the Company operates are highly competitive. Some examples are as follows:
•HE's business is sustained mainly through contract renewals and new contract signings. The Company may be unable to renew contracts at historical price levels or to obtain additional contracts at historical rates as a result of competition. If the Company is unable to renew its contracts at the historical rates or renewals are made at reduced prices, or if its customers terminate their contracts, revenue and results of operations may decline.
•Like HE, CE's business is sustained primarily through contract renewals and new contract signings. CE faces competition from companies with greater resources than the Company, with closer geographic proximity to waste sites, with captive end disposal assets, and who may provide service offerings that we do not provide. In order to compete, the Company may be required to reduce price levels below historical price levels or obtain additional contracts at rates lower than historical rates.
•The Rail business competes with companies that manufacture similar products both internationally and domestically. Certain international competitors export their products into the U.S. and sell them at lower prices, which can be the result of lower labor costs and government subsidies for exports. In addition, certain competitors may from time to time sell their products below their cost of production in an attempt to increase their market share. Such practices may limit the prices the Rail business can charge for its products and services. Unfavorable foreign exchange rates can also adversely impact the Rail business’s ability to match the prices charged by international competitors. If the Rail business is unable to match the prices charged by competitors, it may lose customers.

Higher than expected claims under insurance policies, under which the Company retains a portion of the risk, could adversely impact results of operations and cash flows.
The Company retains a significant portion of the risk for property, workers' compensation, U.K. employers' liability, automobile and general and product liability losses. Reserves have been recorded that reflect the undiscounted estimated liabilities for ultimate losses, including claims incurred but not reported. Inherent in these estimates are assumptions that are based on the Company's history of claims and losses, a detailed analysis of existing claims with respect to potential value, and current legal and legislative trends. If actual claims are higher than those projected by management, an increase to the Company's insurance reserves may be required and would be recorded as a charge to income in the period the need for the change was determined.
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The Company's insurance policies do not cover all losses, costs, or liabilities that it may experience.
The Company maintains insurance coverage, but these policies do not cover all of its potential losses, costs, or liabilities. The Company could suffer losses for uninsurable or uninsured risks or in amounts in excess of its existing insurance coverage, which would significantly affect its financial performance. The Company's insurance policies have deductibles and self-retention limits that could expose it to significant financial expense. The Company’s ability to obtain and maintain adequate insurance may be affected by conditions in the insurance market over which it has no control. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on the Company’s business, financial condition, and results of operations. In addition, the Company’s business requires that it maintain various types of insurance. If such insurance is not available or not available on economically acceptable terms, the Company’s businesses could be materially and adversely affected.

Increases in purchase prices (or decreases in selling prices) or availability of steel or other materials and commodities may affect the Company's profitability.
The profitability of the Company's products and services may be affected by changing purchase prices of raw material, including steel and other materials and commodities, supplier costs or own labor costs. If raw material costs, supplier or labor costs increase and the costs cannot be transferred to the Company's customers, results of operations would be adversely affected. Additionally, decreased availability of steel or other materials or services could affect the Company's ability to provide products and services in a timely manner. If the Company cannot obtain the necessary raw materials, then revenues and cash flows could be adversely affected.

Certain services performed by HE result in the recovery, processing and sale of recovered metals and minerals and other high-value metal byproducts to its customers. The selling price of the byproducts material is market-based and varies based upon the current fair value of its components. Therefore, the revenue amounts generated from the sale of such byproducts material vary based upon the fair value of the commodity components being sold.

The success of the Company's strategic ventures depends on the satisfactory performance by strategic venture partners of their strategic venture obligations.
The Company enters into various strategic ventures as part of its strategic growth initiatives as well as to comply with local laws. Differences in opinions or views between strategic venture partners can result in delayed decision-making or failure to agree on material issues which could adversely affect the business and operations of the venture. From time to time, in order to establish or preserve a relationship, or to better ensure venture success, the Company may accept risks or responsibilities for the strategic venture that are not necessarily proportionate with the reward it expects to receive. The success of these and other strategic ventures also depends, in large part, on the satisfactory performance by the Company's strategic venture partners of their strategic venture obligations, including their obligation to commit working capital, equity or credit support as required by the strategic venture and to support their indemnification and other contractual obligations.

If the Company's strategic venture partners fail to satisfactorily perform their strategic venture obligations as a result of financial or other difficulties, the strategic venture may be unable to adequately perform or deliver its contracted services. Under these circumstances, the Company may be required to make additional investments and provide additional services to ensure the adequate performance and delivery of the contracted services. These additional obligations could result in reduced profits or, in some cases, increased liabilities or significant losses for the Company with respect to the strategic venture. In addition, although the Company generally performs due diligence with regard to potential strategic partners or ventures, a failure by a strategic venture partner to comply with applicable laws, rules or regulations could negatively impact its business and, in the case of government contracts, could result in fines, penalties, suspension or even debarment. Unexpected strategic venture developments could have a material adverse effect on results of operations, financial condition and cash flows.

If the Company fails to maintain safe worksites, it may be subject to significant operating risks and hazards.
The Company operates at facilities that may be inherently dangerous workplaces. CE operates facilities that accept, process and/or treat materials provided by its customers. HE has operations at customers' steel producing sites, which often times involve extreme conditions. If serious accidents or fatalities occur or its safety record was to deteriorate, it may be ineligible to bid on certain work, and existing service arrangements could be terminated. Further, regulatory changes implemented by the Occupational Safety and Health Administration, or similar foreign agencies, could impose additional costs on the Company. Adverse experience with hazards and claims could result in liabilities caused by, among other things, injury or death to persons, which could have a negative effect on the Company’s ability to attract and retain employees or its reputation with its existing or potential new customers and its prospects for future business.

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The Company maintains a workforce based upon current and anticipated workload. If the Company does not receive future contract awards or if these awards are delayed, significant cost may result that could have a material adverse effect on results of operations, financial condition, liquidity and cash flows.
The Company's estimates of future performance depend on, among other matters, whether and when the Company will receive certain new contract awards, including the extent to which the Company utilizes its workforce. The rate at which the Company utilizes its workforce is impacted by a variety of factors, including:
•the ability to manage attrition;
•the ability to forecast the need for services, which allows the Company to maintain an appropriately sized workforce;
•the ability to transition employees from completed projects to new projects or between segments; and
•the need to devote resources to non-revenue generating activities such as training or business development.
While the Company's estimates are based upon good faith judgment, these estimates can be unreliable and may frequently change based on newly available information. In the case of large-scale domestic and international projects where timing is often uncertain, it is particularly difficult to predict whether and when the Company will receive a contract award. The uncertainty of contract award timing can present difficulties in matching the Company's workforce size with contract needs. If an expected contract award is delayed or not received, the Company could incur cost resulting from reductions in staff or redundancy of facilities or equipment that could have a material adverse effect on results of operations, financial condition, liquidity and cash flows.

Union disputes or other labor matters could adversely affect the Company's operations and financial results.
A significant portion of the Company's employees are represented by labor unions in a number of countries under various collective bargaining agreements with varying durations and expiration dates. There can be no assurance that any current or future issues with the Company's employees will be resolved or that the Company will not encounter future strikes, work stoppages or other types of conflicts with labor unions or the Company's employees. The Company may not be able to satisfactorily renegotiate collective bargaining agreements in the U.S. and other countries when they expire. If the Company fails to renegotiate existing collective bargaining agreements, the Company could encounter strikes or work stoppages or other types of conflicts with labor unions. In addition, existing collective bargaining agreements may not prevent a strike or work stoppage at the Company's facilities in the future. The Company may also be subject to general country strikes or work stoppages unrelated to the Company's business or collective bargaining agreements. A work stoppage or other limitations on production at the Company's facilities for any reason could have an adverse effect on the Company's business, results of operations, financial condition and cash flows. In addition, many of the Company's customers and suppliers have unionized work forces, and may experience a lack of qualified employees. Strikes or work stoppages, as well as labor shortages, experienced by the Company's customers or suppliers could have an adverse effect on the Company's business and supply chain, results of operations and financial condition.

The Company may be unable to adequately protect its intellectual property portfolio or prevent competitors from independently developing similar or duplicative products and services.
The Company's patents and other intellectual property may not prevent competitors from independently developing or selling similar or duplicative products and services, and there can be no assurance that the resources invested by the Company to protect the Company's intellectual property will be sufficient or that the Company's intellectual property portfolio will adequately deter misappropriation or improper use of the Company's technology. The Company could also face competition in some countries where the Company has not adequately protected its intellectual property portfolio. The Company may be unable to secure or retain ownership or rights to use data in certain software analytics or services offerings. In addition, the Company may be the target of aggressive and opportunistic enforcement of patents by third parties, including non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. If the Company is found to infringe any third-party rights, the Company could be required to pay substantial damages or could be enjoined from offering some of the Company's products and services. Also, there can be no assurances that the Company will be able to obtain or renew from third parties the licenses needed in the future, and there is no assurance that such licenses can be obtained on reasonable terms.

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Increased information technology security threats and more sophisticated computer crime pose a risk to the Company and its vendors, systems, networks, products and services.
The Company relies upon information technology systems and networks in connection with a variety of business activities, some of which are managed by third parties (which we refer to collectively as our “associated third parties”). Additionally, the Company and its associated third parties collect and store data that is of a sensitive nature, which may include names and addresses, bank account information, and other types of personally identifiable information or sensitive business information. The secure operation of these information technology systems and networks, and the processing and maintenance of this data is critical to the Company's business operations and strategy.

The Company may face attempts to gain unauthorized access to the Company's information technology systems or products or those of its associated third parties for the purpose of improperly acquiring trade secrets or confidential business information. The theft or unauthorized use or publication of the Company's trade secrets and other confidential business information as a result of such an incident could adversely affect the Company's competitive position and the value of the Company's investment in research and development.

Threats to our systems and our associated third parties' systems can derive from human error, fraud, or malice on the part of employees or third parties, or may result from accidental technological failure. Globally, these types of threats have increased in number and severity and it is expected that these trends will continue. These threats pose a risk to the security of the Company's systems and networks and the confidentiality, availability and integrity of the Company's data. Should an attack on the Company's or our associated third parties’ information technology systems and networks succeed, it could expose the Company and the Company's employees, customers, dealers and suppliers to misuse of information or systems, the compromising of confidential information, manipulation and destruction of data, production downtimes and operations disruptions.

The occurrence of any of these events could adversely affect the Company's reputation, competitive position, business, results of operations and cash flows. While we have a robust cybersecurity program and maintain cybersecurity insurance related to a breach event covering certain expenses, damages and claims arising from such incidents may not be covered, or may exceed the amount of any insurance available. See Part I. Item 1C. Cybersecurity for additional details on the Company's cybersecurity program.

In addition, various privacy and security laws govern the protection of this information and breaches in security could result in litigation, regulatory action, potential liability and the costs and operational consequences of implementing further data protection measures. For example, the European Union's ("EU") General Data Protection Regulation ("GDPR") extends the scope of the EU data protection laws to all companies processing data of EU residents, regardless of the company’s location. The potential compliance costs with or imposed by new or existing regulations and policies that are applicable to us could have a material impact on our results of operations.

MACROECONOMIC AND INDUSTRY RISKS

Negative economic conditions may adversely impact demand for the Company's products and services, as well as the ability of the Company's customers to meet their obligations to the Company on a timely basis.
Negative economic conditions, including the tightening of credit in financial markets, can lead businesses to postpone spending, which may impact the Company's customers, causing them to cancel, decrease or delay their existing and future orders with the Company. In addition, negative economic conditions may adversely impact the Company's customers by causing them to close locations or deteriorate their financial condition to a point where they are unable to meet their obligations to the Company on a timely basis. One or more of these events could adversely impact the Company's operating results and ability to collect its receivables.

Cyclical industry and economic conditions may adversely affect the Company's businesses.
The Company's businesses are subject to general economic slowdowns and cyclical conditions in each of the industries served. Examples are:

•A significant portion of HE's business consist of providing products and services in support of customers in the steel and aluminum industries that are periodically impacted by cyclical downturns, prolonged slowdowns in steel mill production, excess production capacity, bankruptcy or receivership of steel producers and changes in outsourcing practices;
•The resource recovery and slag optimization technologies business of HE can also be adversely impacted by prolonged slowdowns in customer production or a reduction in the selling prices of its materials, which are in some cases market-based and vary based upon the current fair value of the components being sold. Therefore, the revenue generated from the sale of such recycled materials varies based upon the fair value of the commodity components being sold;
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•The abrasives and roofing materials business of HE may be adversely impacted by economic conditions that slow the rate of residential roof replacement, or by slowdowns in the industrial and infrastructure refurbishment industries;
•Rail may be adversely impacted by developments in the railroad industry that lead to lower capital spending or reduced track maintenance spending;
•Prolonged slowdowns may result in a decrease in the amount of waste generated, resulting in less hazardous waste collected by CE;
•As an environmental solutions company, demand for the Company’s products and services may be adversely impacted by any decrease in regulatory or market scrutiny of our customers’ environmental and sustainability practices and any decision by our customers to focus resources currently committed to such practices into other business initiatives; and
•Capital constraints and increased borrowing costs may also adversely impact the financial position and operations of the Company's customers across all business segments.

Furthermore, utilization of deferred tax assets is ultimately dependent on generating sufficient income in future periods to ensure recovery of those assets. The cyclicality of the Company's end markets and adverse economic conditions may negatively impact the future income levels that are necessary for the utilization of deferred tax assets.

Exchange rate fluctuations may adversely impact the Company's business.
Fluctuations in foreign exchange rates between the U.S. dollar and the approximately 25 other currencies in which the Company currently conducts business may adversely impact the Company's results of operations in any given fiscal period. The Company’s principal foreign currency exposures are in the Euro, the British pound sterling, the Chinese yuan and the Brazilian real, as well as the Egyptian pound, the Turkish lira and Argentinian peso as a result of transactions that are settled in these currencies. Given the structure of the Company's operations, an increase in the value of the U.S. dollar relative to the foreign currencies in which the Company earns its revenues generally has a negative impact on the translated amounts of the assets and liabilities, results of operations and cash flows. The Company's foreign currency exposures increase the risk of volatility in its financial position, results of operations and cash flows. If currencies in the below regions change materially in relation to the U.S. dollar, the Company's financial position, results of operations, or cash flows may be materially affected.

Compared with the corresponding full-year period in 2024, the average value of major currencies changed as follows in relation to the U.S. dollar during the full-year 2025, impacting the Company's revenues and income:

•British pound sterling strengthened by 3%;
•Euro strengthened by 5%;
•Chinese yuan strengthened by < 1%;
•Brazilian real weakened by 3%;
•Turkish lira weakened by 17%
•Egyptian pound weakened by 10%; and
•Argentinian peso weakened by 27%

Compared with exchange rates at December 31, 2024, the value of major currencies at December 31, 2025 changed as follows:

•British pound sterling strengthened by 8%;
•Euro strengthened by 13%;
•Chinese yuan strengthened by 4%;
•Brazilian real strengthened by 12%;
•Turkish lira weakened by 18%;
•Egyptian pound strengthened by 7%; and
•Argentinian peso weakened by 30%

To illustrate the effect of foreign exchange rate changes in certain key markets of the Company, in 2025, revenues would have been less than 1% or $7.6 million lower and operating income would have been 89% or $3.8 million higher if the average exchange rates for 2024 were utilized. In a similar comparison for 2024, revenues would have been 1% or $29.6 million higher and operating income would have been 17% or $5.3 million higher if the average exchange rates for 2023 were utilized.
Currency changes also result in assets and liabilities denominated in local currencies being translated into U.S. dollars at different amounts than at the prior period end. Generally, if the U.S. dollar weakens in relation to currencies in countries in which the Company does business, the translated amounts of the related assets, liabilities, and therefore stockholders' equity, would increase. Conversely, if the U.S. dollar strengthens in relation to currencies in countries in which the Company does business, the translated amounts of the related assets, liabilities, and therefore stockholders' equity, would decrease.

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Although the Company engages in foreign currency exchange forward contracts and other hedging strategies to mitigate foreign exchange transactional risks, hedging strategies may not be successful or may fail to completely offset these risks. In addition, competitive conditions in the Company's manufacturing businesses may limit the Company's ability to increase product prices in the face of adverse currency movement. Sales of products manufactured in the U.S. for the domestic and export markets may be affected by the value of the U.S. dollar relative to other currencies. Any long-term strengthening of the U.S. dollar could depress demand for these products and reduce sales. Conversely, any long-term weakening of the U.S. dollar could improve demand for these products and increase sales.

LEGAL AND REGULATORY RISKS

The Company's global presence subjects it to a variety of risks arising from doing business internationally.
The Company operates in approximately 30 countries, generating 43% of its revenues outside of the U.S. (based on location of the facility generating the revenue) for the year ended December 31, 2025. In addition, as of December 31, 2025, approximately 48% of the Company’s property, plant and equipment is located outside of the U.S. The Company's global footprint exposes it to a variety of risks that may adversely affect the Company's results of operations, financial condition, liquidity and cash flows. These include, but may not be limited to, the following:
•periodic economic downturns in the countries in which the Company does business;
•complexities around changes in the still developing relationship between the U.K. and the EU arising out of the U.K.’s withdrawal from the EU;
•imposition of or increases in currency exchange controls and hard currency shortages;
•customs matters and changes in trade policy or tariff regulations;
•changes in regulatory requirements in the countries in which the Company does business;
•changes in tax regulations, higher tax rates in certain jurisdictions and potentially adverse tax consequences including restrictions on repatriating earnings, adverse tax withholding requirements and "double taxation";
•longer payment cycles and difficulty in collecting accounts receivable;
•complexities in complying with a variety of U.S. and foreign government laws, controls and regulations;
•political, economic and social instability, civil and political unrest, terrorist actions and armed hostilities in the regions or countries in which, or adjacent to which, the Company does business;
•increasingly complex laws and regulations concerning privacy and data security, including the EU's GDPR;
•inflation rates in the countries in which the Company does business;
•complying with complex labor laws in foreign jurisdictions;
•laws in various international jurisdictions that limit the right and ability of subsidiaries to pay dividends and remit earnings to affiliated companies unless specified conditions are met;
•sovereign risk related to international governments, including, but not limited to, governments stopping interest payments or repudiating their debt, nationalizing private businesses or altering foreign exchange regulations;
•uncertainties arising from local business practices, cultural considerations and international political and trade tensions; and
•public health issues or other calamities impacting regions or countries in which the Company operates, including travel to and/or imports or exports to or from such regions or countries.

If the Company is unable to successfully manage the risks associated with its global business, the Company's results of operations, financial condition, liquidity and cash flows may be negatively impacted.

Due to the international nature of the Company's business, the Company could be adversely affected by violations of certain laws.
The U.S. Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery laws in non-U.S. jurisdictions generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. The FCPA also imposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates, which, among other things, are intended to prevent the diversion of corporate funds to the payment of bribes and other improper payments, and to prevent the establishment of “off the books” slush funds from which improper payments can be made. The Company may be unsuccessful in its efforts to prevent reckless or criminal acts by employees or agents and may be exposed to liability due to pre-acquisition conduct of employees or agents of businesses or operations the Company may acquire. Violations of these laws, or allegations of such violations, could disrupt the Company’s operations, require significant management involvement and have a material adverse effect on the Company’s results of operations, financial condition and cash flows. If the Company is found to be liable for violations of these laws (either due to its own acts, out of inadvertence or due to the acts or inadvertence of others), the Company could also be subject to severe criminal or civil penalties or other sanctions; disgorgement; further changes or enhancements to its procedures, policies and controls; personnel changes and other remedial actions.
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Furthermore, the Company is subject to the export controls and economic embargo rules and regulations of the U.S., including the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Asset Control within the Department of Treasury, as well as other laws and regulations administered by the Department of Commerce. These regulations limit the Company’s ability to market, sell, distribute or otherwise transfer its
products to prohibited countries or persons. Failure to comply with these rules and regulations may result in substantial civil and criminal penalties, including fines and disgorgement of profits, the imposition of a court-appointed monitor, the denial of export privileges and debarment from participation in U.S. Government contracts.

A negative outcome on personal injury claims against the Company may adversely impact results of operations and financial condition.
The Company has been named as one of many defendants in legal actions alleging personal injury from exposure to airborne asbestos over the past several decades. In their suits, the plaintiffs have named as defendants, among others, many manufacturers, distributors and installers of numerous types of equipment or products that allegedly contained asbestos. The vast majority of the asbestos complaints pending against the Company have been filed in New York and the vast majority of such complaints generally follow a form that contains a standard demand of significant damages, regardless of the individual plaintiff's alleged medical condition, and without identifying any Company product. If the Company is found to be liable in any of these actions and the liability exceeds the Company's insurance coverage, the Company's results of operations, cash flows and financial condition could be adversely affected.

The Company’s ongoing operations are subject to extensive laws, regulations, rules and ordinances relating to safety, health and environmental matters that impose significant costs and liabilities on the Company, and future laws and governmental standards could increase these costs and liabilities.
The Company is subject to a variety of international, federal, state and local laws and governmental regulations, rules and ordinances regulating the use of certain materials contained in its products and/or used in its manufacturing processes. Many of these laws and governmental standards provide for extensive obligations that require the Company to incur significant compliance costs and impose substantial monetary fines and/or criminal sanctions for violations.

Furthermore, such laws and standards are subject to change and may become more stringent. Although it is not possible to predict changes in laws or other governmental standards, the development, proposal or adoption of more stringent laws or governmental standards may require the Company to change its processes, for example, by reducing or eliminating use of the regulated component or material in its process. The Company may not be able to develop a new process to comply with such legal and regulatory changes without investing significant time and resources, if at all. In addition, such legal and regulatory changes may also affect buying decisions by the users of the Company’s products that contain regulated materials or that involve the use of such materials in the process. If applicable laws and governmental standards become more stringent, the Company’s results of operations, liquidity and financial condition could be materially adversely affected.

The Company is subject to various environmental laws, and the success of existing or future environmental claims against it could adversely impact the Company's results of operations and cash flows.
In addition to the environmental and safety considerations discussed above, the Company's operations generally are subject to various federal, state, local and international laws, regulations and ordinances relating to the protection of health, safety and the environment, including those governing discharges to air and water, handling and disposal practices for solid and hazardous byproducts, the remediation of contaminated sites and the maintenance of a safe workplace. These laws impose penalties, fines and other sanctions for non-compliance and liability for response costs, property damages and personal injury resulting from past and current spills, disposals or other releases of, or exposure to, hazardous materials. The Company could incur substantial costs as a result of non-compliance with or liability for remediation or other costs or damages under these laws. The Company may be subject to more stringent environmental laws in the future, and compliance with more stringent environmental requirements may require the Company to make material expenditures or subject it to liabilities that the Company currently does not anticipate.

The Company is currently involved in a number of environmental remediation investigations and cleanups and, along with other companies, has been identified as a "potentially responsible party" for certain byproduct disposal sites under the federal "Superfund" law. At several sites, the Company is currently conducting environmental remediation, and it is probable that the Company will agree to make payments toward funding certain other of these remediation activities. It also is possible that some of these matters will be decided unfavorably to the Company and that other sites requiring remediation will be identified. Each of these matters is subject to various uncertainties, and the Company's financial exposure is dependent upon the following factors:
•the continuing evolution of environmental laws and regulatory requirements;
•the availability and application of technology;
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•the allocation of cost among potentially responsible parties;
•the years of remedial activity required; and
•the remediation methods selected.

The nature of the Company’s products creates the possibility of significant product liability and warranty claims, which could harm its business.
The Company’s customers use some of its products in potentially hazardous applications that can cause injury or loss of life and damage to property, equipment or the environment. In addition, the Company’s products are integral to the production process for some end-users and any failure of the Company’s products could result in a suspension of operations, including products historically sold by business units of the Company to the extent that the Company retains liability for such historical products. Accidents may occur at a location where the Company’s equipment and services have been or are being used. Investigations into such accidents, even if the Company and its products are ultimately found not to be the cause of such accidents, require the Company to expend significant time, effort and resources. The Company cannot be certain that its products will be completely free from defects. The Company may be named as a defendant in product liability or other lawsuits asserting potentially large claims. In addition, the Company cannot guarantee that insurance will be available or adequate to cover any or all liabilities incurred. The Company also may not be able to maintain insurance in the future at levels it believes are necessary and at rates it considers reasonable.

Enhanced U.S. tariffs, import/export restrictions or other trade barriers may have a negative effect on global economic conditions, financial markets and the Company’s business.
There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, tariffs and taxes. The U.S. presidential administration has threatened or imposed tariffs on imports from various countries in which the Company does business, including, among others China and Mexico. In response, some of these countries have threatened or announced tariffs on imports from the U.S. The extent to which additional tariffs will be enacted, and the duration for which any tariffs will remain in place, are uncertain.

Tariffs, and uncertainty related thereto, have affected and could continue to adversely affect customers’ demand for the Company’s products and services, the Company’s manufacturing costs, and the Company’s ability to source raw materials and equipment on a cost-effective basis. Uncertainty around tariffs and other trade restrictions could lead to economic decline and negatively impact our customers’ businesses, which could further negatively impact demand for the Company’s products and services and adversely affect the Company’s results of operations. Uncertainty regarding tariffs has also increased uncertainty in the market related to future costs of projects and availability of materials, which may result in some projects being delayed, cancelled or subject to increased costs. In addition, tariffs that raise the cost of importing steel produced outside of the U.S. may have both a positive impact to our customers located in the U.S. and a negative impact to our customers located outside of the U.S. that export steel to the U.S. Accordingly, it is difficult to predict the effects of current or future tariffs and other trade barriers, and the Company’s efforts to reduce the effects of tariffs through pricing and other measures may not be effective.

FINANCIAL, TAX AND FINANCIAL MARKET RISKS

Restrictions imposed by the Company's Senior Secured Credit Facilities, accounts receivable securitization facility and other financing arrangements may limit the Company's operating and financial flexibility.
The agreements governing the Company's outstanding financing arrangements impose a number of restrictions. Under the Company's Senior Secured Credit Facilities, the Company must comply with certain financial covenants on a quarterly basis. The covenants also place limitations on dividends, acquisitions, investments in joint ventures, unrestricted subsidiaries, indebtedness and the imposition of liens on the Company's assets. In the event of a default, the Company's lenders and the counterparties to the Company's other financing arrangements could terminate their commitments to the Company and declare all amounts borrowed, together with accrued interests and fees, immediately due and payable. If this were to occur, the Company might not be able to pay these amounts, or the Company might be forced to seek an amendment to the Company's financing arrangements which could make the terms of these arrangements more onerous for the Company. In addition, this could also trigger an event of default under the cross-default provisions of the Company's other obligations. As a result, a default under one or more of the existing or future financing arrangements could have significant consequences for the Company.

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The Company is exposed to counterparty risk in its derivative financial arrangements.
The Company uses derivative financial instruments, such as interest rate swaps and foreign currency exchange forward contracts, for a variety of purposes. The Company uses interest rate swaps in conjunction with certain debt issuances in order to secure either a fixed or floating interest rate. The Company uses foreign currency exchange forward contracts as part of a worldwide program to minimize foreign currency operating income and balance sheet exposure. In particular, the Company uses foreign currency exchange forward contracts to hedge commitments, such as foreign currency debt, firm purchase commitments and foreign currency cash flows for certain export sales transactions. The unsecured contracts for foreign currency exchange forward contracts outstanding at December 31, 2025 mature at various times through 2027 and are with major financial institutions. The Company may also enter into derivative contracts to hedge commodity exposures. The failure of one or more counterparties to the Company's derivative financial instruments to fulfill their obligations could adversely affect the Company's results of operations, financial condition, liquidity and cash flows.

The Company’s variable rate indebtedness subjects it to interest rate risk, which could cause the Company's debt service obligations to increase significantly.
The Company's total debt at December 31, 2025 was $1.6 billion. Of this amount, approximately 64% had variable rates of interest and approximately 36% had fixed interest rates. The weighted average interest rate of total debt was approximately 6.3%. At debt levels as of December 31, 2025, a one percentage point increase in variable interest rates would increase interest expense by $10 million per year and a one percentage point decrease in variable interest rates would decrease interest expense by $10 million. Separately, a one percentage point change in interest rates also impacts our facility fees from our AR Facility by $1.6 million per year. If the Company is unable to successfully manage its exposure to variable interest rates, including through interest rate swaps that the Company has put into place, its debt service obligations may increase even though the amount borrowed remains the same and, in turn, its results of operations and financial condition may be negatively impacted.

The Company is subject to taxes in numerous jurisdictions and could be subject to additional tax liabilities, which could materially adversely affect the Company’s results of operations and cash flows and impact the Company’s ability to compete abroad.
The Company is subject to U.S. federal, U.S. state and international income, payroll, property, sales and use, value-added, fuel and other types of taxes in numerous jurisdictions. Changes in tax rates, enactments of new tax laws, revisions of tax regulations, and claims or litigation with taxing authorities could result in substantially higher taxes, and therefore, could have a significant adverse effect on the Company's results of operations, financial condition and liquidity.

The Company's tax expense and liabilities may also be affected by other factors, such as changes in business operations, acquisitions, investments, entry into new geographies, intercompany transactions, the relative amount of foreign earnings, losses incurred in jurisdictions for which the related tax benefits may not be realized, and changes in deferred tax assets and their valuation. Significant judgment is required in evaluating and estimating the Company's tax expense and liabilities. The ultimate tax determination for many transactions and calculations is uncertain. For example, the Tax Act requires complex computations to be performed that were not historically required, significant judgments to be made in interpretations of the provisions of the Tax Act, estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the IRS, and other standard-setting bodies will continue to interpret or issue guidance on how provisions of the Tax Act will be applied or administered. As future guidance is issued, the Company may need to make adjustments to amounts previously recorded, and those adjustments could materially impact the Company's consolidated financial statements in the period in which the adjustments are made.

The Company's defined benefit NPPC and net defined benefit pension obligations are directly affected by equity and bond markets. A downward trend in those markets could adversely impact the Company's results of operations, financial condition and cash flows.
In addition to the economic issues that directly affect the Company's businesses, changes in the performance of equity and bond markets, particularly in the U.K. and the U.S., impact actuarial assumptions used in determining annual NPPC, pension liabilities and the valuation of the assets in the Company's defined benefit pension plans. Financial market deterioration would most likely have a negative impact on the Company's NPPC and the pension assets and liabilities. This could result in a decrease to stockholders' equity and an increase in the Company's statutory funding requirements.


Item 1B.    Unresolved Staff Comments.
None.

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Item 1C.    Cybersecurity.
The Company relies upon internally and externally managed information technology systems and networks for the collection and storage of sensitive data and business information. Accordingly, the Company places an emphasis on managing cybersecurity risks by means of a comprehensive risk management and governance strategy designed to assess, identify, and manage cybersecurity risks to the Company’s business.

RISK MANAGEMENT AND STRATEGY
The Company’s cybersecurity program is designed to detect cybersecurity threats and vulnerabilities, protect the Company’s information systems from such threats, and ensure the confidentiality, integrity, and availability of systems and information used, owned or managed by the Company. The Company places special weight on protecting sensitive information, such as personal information of the Company’s customers and employees, and confidential business information that could be leveraged by a competitor or a malicious actor.

The Company’s cybersecurity program comprises several components, including the adoption of information security protocols, standards, and guidelines consistent with industry best practices; engaging third-party service providers to conduct security assessments and penetration testing; and performing periodic internal audits of the Company’s cybersecurity protocols. The Company employs a risk-based process designed to manage cybersecurity risk presented by third-party vendors that may have access to the Company's sensitive information and/or information technology ("IT") systems. This process may consider the nature of the services provided, the sensitivity and quantity of information processed, the criticality of any potentially impacted IT systems, and/or the strength of the vendor’s cybersecurity practices.

The Company monitors potential cybersecurity risks through an enterprise risk “heatmap” that tracks key cybersecurity risks at divisional and enterprise levels. These key risks are characterized by various factors such as the likelihood of the Company experiencing a particular type of cybersecurity incident, the speed at which each type of cybersecurity incident could impact the Company, and management’s assessment of the Company’s ability to respond quickly and efficiently.

An incident response plan (“Incident Response Plan”) aligned with best practices articulated by the National Institute of Standards and Technology (“NIST”) governs the Company’s response to cybersecurity incidents. This Incident Response Plan outlines how the Company detects, analyzes, contains, eradicates, recovers, and performs post-incident activities in the event of a cybersecurity incident. It also contains an internal, risk-based escalation framework designed to ensure that all relevant individuals are promptly informed of any cybersecurity incident and dictates procedures for determining whether a cybersecurity incident is material without unreasonable delay.

MATERIAL EFFECTS FROM RISKS OF CYBERSECURITY THREATS
While the Company experiences minor data and cybersecurity incidents from time to time, to the Company’s knowledge, the risks posed by cybersecurity threats (including from such prior incidents) have not materially affected and are not reasonably likely to materially affect the Company’s business strategy, results of operations or financial condition. However, there can be no assurance that the Company will not be materially affected by such risks in the future. A successful cybersecurity attack may expose the Company and the Company’s employees, customers, dealers, and suppliers to misuse of information or systems, the compromising of confidential information, manipulation or destruction of data, production downtimes, and operations disruptions. For example, the Company frequently operates in potentially dangerous environments with heavy machinery, such as steel mills, where a cybersecurity incident could cause a machinery malfunction that results in disruptions to operations or serious injury to employees. For more information, see risk factor related to the imposed risks from increased information technology security threats and computer crime under Strategic and Operational Risks in Part I. Item 1A. Risk Factors.

GOVERNANCE
Role of Management
The Company’s Vice President, Chief Information Security Officer and Corporate IT, Giles Tipler, oversees the Company’s IT security department and is responsible for assessing and managing cybersecurity risks and for leading the Company’s response to cybersecurity incidents. Mr. Tipler has over 25 years of experience in information security, risk management, compliance, and information technology, with significant experience building cybersecurity programs across multiple countries in the Americas, Europe, the Middle East, Africa, and the Asia-Pacific regions. Mr. Tipler played an instrumental role in the development of the Company’s Incident Response Plan and reports to the Company’s Chief Financial Officer, Mr. Tom Vadaketh. Mr. Tipler is also responsible for providing quarterly updates to the Company’s Audit Committee and Board of Directors regarding enterprise level risks, the effectiveness of the Company’s cybersecurity program, and any material cybersecurity incidents that may arise.

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Role of the Board of Directors
The Board has delegated responsibility for overseeing the Company’s cybersecurity and information technology processes to the Audit Committee. The Audit Committee is responsible for overseeing the implementation and effectiveness of the Company’s processes and risk management protocols regarding cybersecurity and information technology, including risks from cybersecurity incidents and vulnerabilities and third-party service providers, and the steps taken by Mr. Tipler and the IT security department to inform themselves about and monitor the prevention, detection, mitigation, and remediation of such risks. Mr. Tipler reports to the Audit Committee regarding material cybersecurity incidents and any remediation efforts and is also responsible for providing quarterly updates regarding the overall effectiveness of the Company’s cybersecurity program.

Item 2.    Properties.
Operations of the Company and its subsidiaries are conducted at both owned and leased properties in domestic and international locations. The Company's executive offices are located at Two Logan Square, 100-120 North 18th Street, 17th Floor, Philadelphia, PA. The following table describes the location and principal use of the Company's more significant properties.
LocationPrincipal Products/Services Interest
Harsco Environmental Segment  
Taiyuan City, ChinaEnvironmental ServicesLeased
Rotherham, U.K.Environmental ServicesOwned
Sarver, Pennsylvania, U.S.Environmental ServicesOwned
Chesterfield, U.K.Aluminum Dross and Scrap Processing SystemsOwned
Clean Earth Segment
Carteret, New Jersey, U.S.
Soil and Dredged Materials ProcessingLeased
Jersey City, New Jersey, U.S.
Soil and Dredged Materials ProcessingLeased
Kearny, New Jersey, U.S.
Hazardous Waste Processing
Leased
New Castle, Delaware, U.S.Soil and Dredged Materials ProcessingLeased
Upper Marlboro, Maryland, U.S.
Soil and Dredged Materials ProcessingOwned
Calvert City, Kentucky, U.S.
Hazardous Waste ProcessingOwned
Detroit, Michigan, U.S.
Hazardous Waste ProcessingOwned
Birmingham, Alabama, U.S.
Hazardous Waste ProcessingOwned
Inglewood, California, U.S.Hazardous Waste ProcessingOwned
Indianapolis, Indiana, U.S.Hazardous Waste ProcessingLeased
Kansas City, Missouri, U.S.Hazardous Waste ProcessingOwned
Fernley, Nevada, U.S.Hazardous Waste ProcessingOwned
Hatfield, Pennsylvania, U.S.Hazardous Waste ProcessingOwned
Providence, Rhode Island, U.S.Hazardous Waste ProcessingOwned
Avalon, Texas, U.S.Hazardous Waste ProcessingOwned
Houston, Texas, U.S.Hazardous Waste ProcessingOwned
Kent, Washington, U.S.Hazardous Waste ProcessingOwned
Tacoma, Washington, U.S.Hazardous Waste ProcessingOwned
Harsco Rail Segment   
Columbia, South Carolina, U.S.Rail Maintenance-of-way Equipment Owned
HE principally operates on customer-owned sites and has administrative offices throughout the world, including Pittsburgh, Pennsylvania, U.S. and London, U.K. CE has an administrative office in King of Prussia, Pennsylvania. The above table includes the principal properties owned or leased by the Company. The Company also operates from a number of other smaller plants, warehouses and offices in addition to the above. The Company considers all of its properties at which operations are currently performed to be in satisfactory condition and suitable for their intended use.

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Item 3.    Legal Proceedings.
Information regarding legal proceedings is included in Note 12, Commitments and Contingencies, in Part II, Item 8, "Financial Statements and Supplementary Data."

Item 4.    Mine Safety Disclosures.
Not applicable.
PART II
Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Enviri Corporation common stock is listed on the New York Stock Exchange under the trading symbol NVRI. At December 31, 2025, there were 81,449,498 shares outstanding. In 2025, the Company's common stock traded in a range of $4.72 to $18.74 per share and closed at $17.92 per share at year-end. At December 31, 2025, there were approximately 1,022 stockholders of record. For additional information regarding the Company's equity compensation plans see Note 14, Stock-Based Compensation, in Part II, Item 8. Financial Statements and Supplementary Data, Part III, Item 11. Executive Compensation and Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Stock Performance Graph
811
*$100 invested on 12/31/2020 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

Copyright© 2026 S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved.
Copyright© 2026 Russell Investment Group. All rights reserved.

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December 2020December 2021December 2022December 2023December 2024December 2025
Enviri Corporation100.00 92.94 34.98 50.06 42.83 99.67 
Russell 2000100.00 114.82 91.35 106.82 119.14 134.40 
Dow Jones US Diversified Industrials100.00 109.99 101.05 131.18 180.87 188.48 

The above graph compares the cumulative total return on Enviri’s common stock over the five-year period ended December 31, 2025 with the cumulative total return for the same period on the Russell 2000 Index and Dow Jones U.S. Diversified Industrials Index. The graph assumes that $100 was invested on December 31, 2020 in our common stock and in the shares represented by each of the indices.

Dividend Policy

The Company anticipates that it will retain any available funds to invest in the operations of the business and does not anticipate paying any cash dividends in the foreseeable future.
Item 6.    [Reserved].

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the Consolidated Financial Statements of Enviri Corporation provided under Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. For a detailed discussion of the fiscal 2024 year-over-year changes, please refer to the MD&A in Part II, Item 7 of the Company's Form 10-K for the fiscal year ended December 31, 2025
Forward-Looking Statements

The nature of the Company's business, together with the number of countries in which it operates, subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the "safe harbor" provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements about the expected timing, completion and effects of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 20, 2025 (the "Merger Agreement") and the Separation Agreement, dated as of November 20, 2025 (the "Separation Agreement"), statements about management's confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "outlook," "plan," "contemplate," "project," target" or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to:

(1) the Company's ability to complete the transactions contemplated by the Merger Agreement and the Separation Agreement on the terms expected, in a timely manner at all;    
(2) the possibility that the Merger and the Separation may not ultimately achieve the expected benefits;
(3) the Company's ability to successfully enter into new contracts and complete new acquisitions, divestitures, or strategic ventures in the time-frame contemplated or at all;
(4) the Company’s inability to comply with applicable environmental laws and regulations;
(5) the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements;
(6) various economic, business, and regulatory risks associated with the waste management industry;
(7) the seasonal nature of the Company's business;
(8) risks caused by customer concentration, fixed-price and long-term customer contracts, especially those related to complex engineered equipment and the competitive nature of the industries in which the Company operates;
(9) the outcome of any disputes with customers, contractors and subcontractors;
(10) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability;
(11) higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage;
(12) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs;
(13) the Company's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners;
(14) the Company’s ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company’s services, disruptions associated with labor disputes, and increased operating costs associated with union organizations;
(15) the Company's inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates;
(16) failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure;
(17) changes in the worldwide business environment in which the Company operates, including changes in general economic and industry conditions and cyclical slowdowns impacting the steel and aluminum industries;
(18) fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business;
(19) unforeseen business disruptions in one or more of the many countries in which the Company operates due to changes in economic conditions, changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; political instability, civil disobedience, armed hostilities, public health issues or other calamities;
(20) liability for and implementation of environmental remediation matters;
27

(21) product liability and warranty claims associated with the Company’s operations;
(22) the Company’s ability to comply with financial covenants and obligations to financial counterparties;
(23) the Company’s outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates;
(24) tax liabilities and changes in tax laws;
(25) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company's pension plans and the accounting for pension assets, liabilities and expenses; and
(26) risk and uncertainty associated with intangible assets; and the other risk factors listed from time to time in the Company's SEC reports.

A further discussion of these, along with other potential risk factors, can be found in Part I, Item 1A, "Risk Factors," of this Annual Report on Form 10-K. The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company's ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.
28

Executive Overview
The Company is a market-leading, global provider of environmental solutions for industrial, retail and medical waste streams and innovative equipment and technology for the rail sector. Today, the Company is principally an environmental solutions company that provides services to manage, recycle and beneficially reuse waste and byproduct materials across many industries. The Company was incorporated in 1956 and has locations in approximately 30 countries, including the U.S.

The Company's operations consist of three reportable segments: Harsco Environmental, Clean Earth and Harsco Rail. HE operates primarily under long-term contracts, providing critical environmental services and material processing to the global steel and metals industries, including zero-waste solutions for manufacturing byproducts within the metals industry. CE provides specialty waste processing, treatment, recycling, and beneficial reuse solutions for customers in the industrial, retail, healthcare and construction industries across a variety of waste needs, including hazardous, non-hazardous and contaminated soils and dredged materials. Rail is a provider of highly engineered maintenance equipment, after-market parts and safety and diagnostic systems and contracting solutions, which support railroad and transit customers worldwide.

As disclosed in Part I, Item 1A, "Risk Factors," of this Annual Report on Form 10-K, the Company’s business is subject to risks related to doing business internationally, including tariff policy or tariff regulation, as well as international political and trade tensions. In 2025, the U.S. government announced tariffs on goods imported into the U.S. from numerous countries and multiple nations countered with tariffs and other actions in response. Following the announcement, the U.S. government has negotiated trade agreements with certain countries while negotiations with others are ongoing. Additionally, in October 2025, the European Commission proposed more significant actions to protect its steel industry, including a reduction in steel import quotas and a tariff increase on above-quota imports. These proposals require EU parliament and council approvals. These efforts by the EU are intended to support a healthy industrial manufacturing base in the region. The Company continues to assess the impact of these existing and pending actions on its businesses.

On November 5, 2025, the Company entered into an amendment to the Credit Agreement to, among other things, modify certain levels of its total Net Debt to Consolidated Adjusted EBITDA ratio covenant and permit a distribution of the Company's Clean Earth business, together with certain related transactions, including repayments of certain of the Company's indebtedness. The Company obtained the amendment because its forward-looking projections indicated that it may not meet the minimum level required by the net leverage coverage ratio and to allow for the strategic alternatives it is evaluating. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.25x for the quarter ended December 31, 2025, 5.50x for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, 5.00x for the quarter ended December 31, 2026 and 4.50x for the quarter ended March 31, 2027. After giving effect to the distributions of the Company's Clean Earth business, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant will be set at 3.00x. The Company expects that it will maintain compliance with the amended covenants based on current forecasts. Refer to Note 8, Debt and Credit Agreements in Part II, Item 8. Financial Statements and Supplementary Data for more information related to this amendment.

On November 20, 2025, the Company entered into definitive agreements with Veolia Environnement S.A., a French société anonyme ("Veolia"), whereby Veolia will acquire 100% of the Clean Earth business (the "Merger") for aggregate cash consideration of over $3.0 billion pursuant to the terms of the Merger Agreement. Immediately prior to the closing of the Merger, the Company will execute a series of reorganizational transactions and the Separation, following which the Harsco Environmental and Harsco Rail segments will be indirectly owned by a standalone publicly traded company ("New Enviri"). The transactions contemplated by the Separation Agreement and the Merger Agreement are expected to close in 2026, subject to Enviri shareholder and customary regulatory approvals. These transactions are not expected to result in any material cash tax expense to Enviri or New Enviri. See Part I. Item 1, Business for additional information regarding the Separation and the Merger.

On February 23, 2026, the Company amended its Senior Secured Credit Facilities to extend the maturity of its $50.0 million non-extended revolving credit facility from March 10, 2026 to the earlier of (i) July 1, 2026, and (ii) the closing date on which the Clean Earth segment is sold to Veolia Environnement S.A., a French société anonyme ("Veolia") in connection with the Merger Agreement.

29

Results of Operations
Amounts included in this Part II. Item 7. Results of Operations of this Annual Report on Form 10-K are rounded in millions and all percentages are calculated based on actual amounts. As a result, minor differences may exist due to rounding.
Total Revenues by Segment:
(Dollars in millions)20252024Change%
Harsco Environmental$1,019.4 $1,111.5 $(92.1)(8.3)%
Clean Earth973.9 940.3 33.6 3.6 %
Harsco Rail
247.1 291.3 (44.2)(15.2)%
Total revenues$2,240.4 $2,343.1 $(102.7)(4.4)%
(Dollars in millions)
20242023
Change
%
Harsco Environmental$1,111.5 1,141.9 (30.4)(2.7)%
Clean Earth940.3 927.5 12.8 1.4 %
Harsco Rail
291.3 296.8 (5.5)(1.9)%
Total revenues
$2,343.1 $2,366.2 $(23.1)(1.0)%

Total Revenues by Region:
(Dollars in millions)20252024Change%
North America$1,344.1 $1,406.0 $(62.0)(4.4)%
Western Europe483.5 510.2 (26.7)(5.2)%
Latin America (a)
151.5 160.3 (8.7)(5.4)%
Asia-Pacific139.4 145.4 (6.0)(4.1)%
Middle East and Africa102.8 104.0 (1.1)(1.1)%
Eastern Europe19.0 17.3 1.7 10.0 %
Total Revenues$2,240.4 $2,343.1 $(102.8)(4.4)%
(a) Includes Mexico.
(Dollars in millions)20242023
Change
%
North America$1,406.0 $1,460.9 $(54.9)(3.8)%
Western Europe510.2 489.2 21.0 4.3 %
Latin America (a)
160.3 173.8 (13.5)(7.8)%
Asia-Pacific145.4 135.9 9.6 7.0 %
Middle East and Africa104.0 86.9 17.1 19.7 %
Eastern Europe17.3 19.6 (2.3)(11.6)%
Total Revenues$2,343.1 $2,366.2 $(23.1)(1.0)%
(a) Includes Mexico.

Operating Income (Loss) from Continuing Operations by Segment:
(Dollars in millions)20252024Change%
Harsco Environmental$42.2 $32.0 $10.2 31.9 %
Clean Earth
91.7 92.6 (0.9)(1.0)%
Harsco Rail
(57.4)(59.6)2.2 3.7 %
Corporate(72.2)(34.4)(37.8)(109.9)%
Operating income (loss) from continuing operations$4.2 $30.7 $(26.5)(86.3)%
30

(Dollars in millions)20242023
Change
%
Harsco Environmental$32.0 $78.7 $(46.7)(59.3)%
Clean Earth
92.6 76.7 15.9 20.7 %
Harsco Rail
(59.6)(24.9)(34.7)(139.4)%
Corporate(34.4)(43.0)8.6 20.0 %
Operating income (loss) from continuing operations$30.7 $87.5 $(56.8)(64.9)%

Operating Margins by Segment:
202520242023
Harsco Environmental4.1%2.9%6.9%
Clean Earth9.4%9.8%8.3%
Harsco Rail
(23.2)%(20.5)%(8.4)%
Consolidated Operating Margin0.2%1.3%3.7%

Comparative Analysis of Segment Results for the Years Ended December 31, 2025 and 2024
The changes during the year ended December 31, 2025 in Operating income (loss) from continuing operations are described below, by segment, when compared to the year ended December 31, 2024.

Harsco Environmental Segment:
Significant Effects on Revenues (In millions)
Revenues—2024
$1,111.5 
Net effects of price/volume changes, primarily attributable to volume changes and service mix6.1 
Net impact of new and lost contracts(41.9)
Impact of divestitures(59.9)
Impact of foreign currency translation4.3 
Other(0.7)
Revenues—2025
$1,019.4 

The following factors contributed to the changes in operating income (loss) for the year ended December 31, 2025:

Factors Positively Affecting Operating Income:
•Higher revenues from environmental service contracts during the year ended December 31, 2025, partially due to higher overall service levels at certain sites, when compared to the prior year, partially offset by higher operating costs at certain sites.
•During the year ended December 31, 2024, the Company recorded an incremental increase of $22.2 million to the reserve for the processing and disposal of salt cake byproduct in Bahrain, compared to the reserve adjustment recorded for the year ended December 31, 2025. See Note 12, Commitments and Contingencies in Part II, Item 8. Financials Statements and Supplementary Data for details on this reserve.
•Plant, property and equipment ("PP&E") impairment charges for the year ended December 31, 2025 decreased by $15.6 million, which was primarily related impairment charges recorded in the U.S. and the Middle East during 2024.
•Selling, general and administrative expenses ("SG&A") for the year ended December 31, 2025 included a $3.4 million net benefit related to the Company's provision for expected credit losses, compared to $3.7 million net expense recorded during the year ended December 31, 2024. The benefit in the current year was primarily from the recovery of a previously reserved trade accounts receivable recorded in the prior year.

Factors Negatively Impacting Operating Income:
•The unfavorable net effects from new and lost contracts resulted in a decrease in operating income of $15.0 million during the year ended December 31, 2025, compared to the year ended December 31, 2024.
•The net gain on the sales of Performix and Reed during the year ended December 31, 2024 totaling $10.0 million that did not reoccur during the current year.
31

•The divestitures of Performix and Reed unfavorably impacted operating income by $7.9 million during the year ended December 31, 2025. See Note 3, Dispositions in Part II. Item 8. Financial Statements and Supplementary Data for further discussion.
•A decrease in sales from ecoproducts and metals recycling at certain stainless steel sites due to lower demand during the year ended December 31, 2025 resulted in a decline in operating income of $5.2 million when compared to the year ended December 31, 2024.
•Lower service revenues from the Altek Group unfavorably impacted operating income by $2.1 million for the year December 31, 2025, compared to the year ended December 31, 2024.

Clean Earth Segment:

Significant Effects on Revenues (In millions)
Revenues—2024
$940.3 
Net effects of price/volume changes
33.6 
Revenues—2025
$973.9 

The following factors contributed to the changes in operating income (loss) for the year ended December 31, 2025:

Factors Positively Affecting Operating Income:
•Favorable changes in revenues attributed to the hazardous waste business increased operating income by $19.4 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024, primarily due to pricing and volume mix, which were partially offset by higher expenses in compensation, disposal costs, depreciation and facility costs.

Factors Negatively Impacting Operating Income:
•SG&A increased $13.3 million during the year ended December 31, 2025 from the year ended December 31, 2024, primarily from higher compensation costs, which includes additional expense related to the accelerated vesting for certain employees and the fair value adjustment related to certain long-term incentive plan awards ("LTIP"), as well as an unfavorable change in the provision for expected credit losses in the current year.
•Lower volumes processed in the soil and dredged materials business at certain sites decreased operating income by $7.9 million during the year ended December 31, 2025, when compared to the year ended December 31, 2024, net of higher pricing and volume mix at certain sites.

Harsco Rail Segment:
Significant Effects on Revenues (In millions)
Revenues—2024
$291.3 
Net effect of price/volume changes, primarily attributable to volume changes(67.2)
Change in revenue adjustments as a result of certain estimated forward loss provisions (a)19.7 
Impact of foreign currency translation3.3 
Revenues—2025
$247.1 
(a) Principally as a result of the Deutsche Bahn, Network Rail and SBB contracts, as referenced in Note 17, Revenues in Part II, Item 8. Financial Statements and Supplementary Data.

The following factors contributed to the changes in operating income (loss) for the year ended December 31, 2025:

Factors Positively Affecting Operating Income:
•The year ended December 31, 2024 included a goodwill impairment charge of $13.0 million that did not reoccur during the year ended December 31, 2025. See Note 7, Goodwill and Other Intangible Assets in Part II, Item 8. Financial Statements and Supplementary Data for more details.
•A charge for $10.7 million was recorded for the remeasurement of long-lived assets during the year ended December 31, 2024 related to the depreciation and amortization expense that would have been recognized during the periods Rail's assets were classified as held for use on the Company's Consolidated Balance Sheets. This charge did not reoccur during the year ended December 31, 2025.
•SG&A decreased by $2.0 million during the year ended December 31, 2025 from the year ended December 31, 2024, mainly from lower agent commission fees.
32


Factors Negatively Impacting Operating Income:
•A decrease of $12.2 million in operating income from lower equipment revenue and higher manufacturing costs for the year ended December 31, 2025, when compared to the year ended December 31, 2024.
•The decline in sales from aftermarket parts and safety and diagnostics technology systems from lower demand for the year ended December 31, 2025 unfavorably impacted operating income by $9.3 million, when compared to the year ended December 31, 2024.
•A decrease in volumes and an unfavorable mix of railway contracting services resulted in a decrease of $3.0 million during the year ended December 31, 2025, compared to the year ended December 31, 2024.

Corporate Costs:

Operating income (loss) from continuing operations was negatively impacted from higher SG&A of $19.2 million during the year ended December 31, 2025, which was primarily due to an increase in compensation costs of $12.8 million and professional fees of $5.0 million, when compared to the year ended December 31, 2024. The increase in compensation costs was mainly the result of higher stock-based compensation related to the fair value adjustment of certain performance-based LTIP's, as well as the accelerated vesting of LTIP's for certain employees. The increase in professional fees was mostly related to costs incurred to support and execute the Company's long-term strategies. The year ended December 31, 2025 was also negatively impacted by increased costs of $18.5 million principally related to the planned sale of Clean Earth, compared to the year ended December 31, 2024.

Comparative Analysis of Segment Results for the Years Ended December 31, 2024 and 2023
The changes during the year ended December 31, 2024 in Operating income (loss) from continuing operations are described below, by segment, when compared to the year ended 2023.

Harsco Environmental Segment:


Significant Effects on Revenues (In millions)
Revenues—2023
$1,141.9 
Net effects of price/volume changes, primarily attributable to volume changes and service mix67.5 
Net impact of new and lost contracts(19.0)
Impact of divestitures(48.8)
Impact of foreign currency translation(30.1)
Revenues—2024
$1,111.5 

The following factors contributed to the changes in operating income (loss) for the year ended December 31, 2024:

Factors Positively Affecting Operating Income:
•Higher revenues from environmental service contracts during the year ended December 31, 2024, partially due to higher overall service levels at certain sites, as well as revenues from new contracts, when compared to the prior year, partially offset by higher operating costs at certain sites.
•Net gains totaling $10.5 million were recognized during the year ended December 31, 2024 for the divestitures of the Performix and Reed businesses. See Note 3, Discontinued Operations in Part II, Item 8. Financial Statements and Supplementary Data for additional details.

Factors Negatively Impacting Operating Income:
•During the year ended December 31, 2024, the Company recorded an increase of $27.2 million to the reserve for the processing and disposal of salt cake byproduct in Bahrain. See Note 12, Commitments and Contingencies in Part II, Item 8. Financial Statements and Supplementary Data for details on this reserve.
•PP&E impairment charges for the year ended December 31, 2024 increased by $9.3 million from impairment charges related to site locations in the U.S. and the Middle East during 2024, compared to the PP&E impairment charge recorded during the year ended December 31, 2023 related to abandoned equipment at a customer site. See Note 6, Property, Plant and Equipment, Net in Part II, Item 8. Financial Statements and Supplementary Data for details on these charges.
•The divestitures of Performix and Reed unfavorably impacted operating income by $7.4 million during the year ended December 31, 2024.
33

•The impact of foreign currency translation negatively impacted operating income by $7.2 million during the year ended December 31, 2024, when compared to 2023.
•The year ended December 31, 2023 included an $8.1 million net gain related to a lease modification that resulted in a lease incentive for a site relocation in the United States, offset by relocation costs incurred, which did not recur during the year ended December 31, 2024.
•SG&A increased by $7.0 million during the year ended December 31, 2024, primarily driven by higher compensation costs and travel expenses, when compared to the year ended December 31, 2023.

Clean Earth Segment:
Significant Effects on Revenues (In millions)
Revenues—2023
$927.5 
Net effects of price/volume changes, primarily attributable to pricing changes
18.9 
Impact of pricing settlement
(6.0)
Revenues—2024
$940.3 

The following factors contributed to the changes in operating income (loss) for the year ended December 31, 2024:

Factors Positively Affecting Operating Income:
•Favorable changes of $23.4 million during the year ended December 31, 2024 related to pricing and mix in the hazardous waste business and operational cost reduction initiatives at certain sites, net of decreased revenues from lower volumes processed from customer sites in certain industries and cost increases as a result from inflation. These cost reduction initiatives include modernizing systems, optimizing its transportation and logistics network, internalizing treatment of certain waste streams, securing end disposal capacity and consolidating procurement activities to reduce costs and enhance asset utilization.

Factors Negatively Impacting Operating Income:
•Operating income was unfavorably impacted by $6.0 million during the year ended December 31, 2024 due to the settlement that was reached during the year ended December 31, 2023 for a pricing dispute over services performed in prior periods in the hazardous waste business.
•SG&A increased by $3.2 million during the year ended December 31, 2024, primarily due to higher compensation costs, offset by a decrease in the Company's provision for expected credit losses, when compared to 2023.

Harsco Rail Segment:
Significant Effects on Revenues (In millions)
Revenues—2023
$296.8 
Net effect of price/volume changes, primarily attributable to volume changes11.1 
Change in revenue adjustments as a result of certain estimated forward loss provisions (a)(17.3)
Impact of foreign currency translation0.7 
Revenues—2024
$291.3 

The following factors contributed to the changes in operating income (loss) for the year ended December 31, 2024:

Factors Positively Affecting Operating Income:
•Favorable mix and volume from the sale of safety and diagnostics technology systems which resulted in an increase of $3.5 million during the year ended December 31, 2024, when compared to the same period in 2023.

Factors Negatively Impacting Operating Income:
•A goodwill impairment charge of $13.0 million was recorded during the year ended December 31, 2024. See Fair Value Estimates for Goodwill paragraph located in Part II, Item 7. Application of Critical Accounting Policies, as well as Note 7, Goodwill and Other Intangible Assets in Part II, Item 8. Financial Statements and Supplementary Data for more details on the Company's conclusion.
34

•A charge for the remeasurement of long-lived assets of $10.7 million was recorded during the year ended December 31, 2024, related to the depreciation and amortization expense that would have been recognized from November 2021 through February 2024 when Rail's assets were classified as held for sale, had the assets been continuously classified as held for use. This reclassification from held for sale to held for use was the result of the held for sale criteria no longer being met for the Rail business beginning with March 31, 2024 since the sales process had been paused.
•As a result of the reclassification discussed above of Rail's assets from held-for-sale to held-for-use, the Company began to recognize depreciation and amortization expense during the year ended December 31, 2024 for $3.7 million. No depreciation and amortization expense was recognized during the period that Rail's assets were classified as held-for-use, which was November 2021 through February 2024.
•An unfavorable mix of after-market part sales during the year ended December 31, 2024 that resulted in a decrease of operating income of $7.6 million, when compared to the year ended December 31, 2023.

Corporate Costs:

In addition to the factors described above from the Company's reportable segments, the Company's Operating income (loss) from continuing operations for the year ended December 31, 2024 was also favorably impacted by a decrease in SG&A of $3.9 million, compared to 2023, which was driven mainly from a decrease in compensation expense. The year ended December 31, 2024 also included a net gain on sale of corporate assets of $3.3 million, which did not occur during the year ended December 31, 2023.

Consolidated Results
(In millions, except per share information and percentages)202520242023
Total revenues$2,240.4$2,343.1$2,366.2
Cost of services and products sold
1,813.31,904.11,908.7
Selling, general and administrative expenses382.0359.4354.0
Research and development expenses3.14.03.5
Goodwill and other intangible asset impairment charges—15.9—
Property, plant and equipment impairment charge7.823.414.1
Remeasurement of long-lived assets—10.7—
Gain on sale of businesses, net—(10.5)—
Other expense (income), net30.05.4(1.6)
Operating income (loss) from continuing operations4.230.787.5
Interest income2.26.86.8
Interest expense(111.0)(112.2)(107.1)
Facility fees and debt-related income (expense)(10.7)(11.3)(10.8)
Defined benefit pension income (expense)(21.6)(17.6)(22.3)
Income (loss) from continuing operations before income taxes and equity income(136.8)(103.6)(45.8)
Income tax benefit (expense) from continuing operations(23.0)(16.8)(34.5)
Equity in income (loss) of unconsolidated entities, net0.2—(0.8)
Income (loss) from continuing operations(159.7)(120.4)(81.1)
Income (loss) from discontinued businesses(5.5)(5.3)(5.1)
Income tax benefit (expense) from discontinued businesses1.41.41.3
Income (loss) from discontinued operations, net of tax(4.1)(3.9)(3.8)
Net income (loss)(163.7)(124.3)(84.9)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of deferred income taxes32.0(46.1)28.1
Net gain (loss) on cash flow hedging instruments, net of deferred income taxes(3.8)4.2(0.6)
Pension liability adjustments, net of deferred income taxes
(3.5)45.2(2.5)
Unrealized gain (loss) on marketable securities, net of deferred income taxes———
Total other comprehensive income (loss)24.83.425.0
Total comprehensive income (loss)(138.9)(121.0)(59.9)
Diluted earnings (loss) per share from continuing operations attributable to Enviri Corporation common stockholders$(2.03)$(1.57)$(0.99)
Effective income tax rate from continuing operations(16.8)%(16.3)%(75.3)%
35

Comparative Analysis of Consolidated Results
Total Revenues
Total revenues for the year ended December 31, 2025 decreased by $102.8 million, or 4.4%, from the year ended December 31, 2024. Total revenues for the year ended December 31, 2024 decreased $23.1 million, or 1.0%, from the year ended December 31, 2023. These changes were attributable to the following significant items:
Changes in Total Revenues (In millions)
2025 vs. 20242024 vs. 2023
Total revenues—2024 and 2023
$2,343.1 $2,366.2 
Net effect of price/volume changes in HE, primarily attributable to volume and service mix6.1 67.5 
Net effect of price/volume changes in CE
33.6 18.9 
Net effect of price/volume changes in Rail, primarily attributable to volume and service mix(67.2)11.1 
Net impact of new contracts and lost contracts in HE
(41.9)(19.0)
Impact from divestitures(59.9)(48.8)
Changes from revenue adjustments as a result of certain estimated forward loss provisions in Rail (a)
19.7 (17.3)
Impact of pricing settlement in CE— (6.0)
Impact of foreign currency translation7.6 (29.4)
Other(0.7)— 
Total revenues— 2025 and 2024
$2,240.4 $2,343.1 
(a) Principally includes Network Rail, Deutsche Bahn and SBB contracts.

Cost of Services and Products Sold
Cost of services and products sold for 2025 decreased $90.9 million or 4.8% from 2024. Cost of services and products sold for 2024 decreased $4.6 million, or 0.2%, from 2023. These changes were attributable to the following significant items:
Change in Cost of Services and Products Sold (In millions)
2025 vs. 20242024 vs. 2023
Total cost of services and products sold—2024 and 2023
$1,904.1 $1,908.7 
Change in costs due to changes in revenue volume and mix(47.4)4.1 
Changes in costs from divestitures
(47.4)— 
Changes in costs from depreciation expense2.4 11.9 
Changes from cost adjustments as a result of certain estimated forward loss provisions in Rail (a)
15.8 (27.2)
Changes from reserve for salt cake disposal in HE(22.2)27.2 
Impact of foreign currency translation8.8 (24.7)
Other(0.9)4.1 
Total cost of services and products sold—2025 and 2024
$1,813.3 $1,904.1 
(a) Principally includes Network Rail, Deutsche Bahn and SBB contracts.

Selling, General and Administrative Expenses
SG&A increased $22.6 million, or 6.3%, during the year ended December 31, 2025, compared to 2024. This increase is primarily driven by higher compensation costs of $25.7 million, of which $16.7 million relates to stock-based compensation, mainly by Corporate and CE, as a result of the fair value adjustment pertaining to certain performance-based LTIP's and the accelerated vesting of LTIP's for certain employees during the year ended December 31, 2025. The remaining change in compensation costs was principally related to an increase in salaries, mostly in CE and HE. Higher SG&A during the year ended December 31, 2025, when compared with the year ended December 31, 2024, was also attributable to a net increase in professional fees of $3.8 million, principally from costs in Corporate to support and execute certain of the Company's long-term strategies, and information technology-related costs of $2.6 million. These SG&A increases were partially offset by a $5.9 million reduction to the Company's provision for expected credit losses during the year ended December 31, 2025, when compared to the same period in the prior year, primarily as a result from the recovery of a trade accounts receivable balance due from a former HE customer that had been fully reserved.

The change in the year ended December 31, 2025 from the prior year was also favorably impacted by the divestitures of Performix and Reed in 2024 for $5.1 million. This impact is not included in the SG&A drivers discussed above.
36

SG&A increased $5.4 million, or 1.5%, during the year ended December 31, 2024, compared to 2023. This increase is primarily driven by higher professional fees of $7.1 million, mainly related to strategic initiatives from CE, due to the cost reduction initiatives, and Corporate, which include costs to support the planned sale of CE, in addition to compensation costs of $3.9 million in CE and HE, offset by a $4.2 million decrease in the Company's provision for expected credit losses contributed by CE.

Goodwill and Other Intangible Asset Impairment Charges
The Company recorded impairment charges totaling $15.9 million during the year ended December 31, 2024 related to the Company's goodwill and intangible assets, of which $13.0 million is related to the goodwill previously assigned to the Rail reporting unit as a result of the Company's annual impairment test and $2.8 million related to the impairment of a customer relationship intangible asset for HE.

There were no such charges during the years ended December 31, 2025 and 2023.

See the Fair Value Estimates for Business Combinations and Goodwill and the Long-lived Asset Impairment (Other than Goodwill) paragraphs under Part II, Item 7. Management's Discussion and Analysis, Application of Critical Accounting Policies and Critical Accounting Estimates for further details.

Property, Plant and Equipment Impairment Charge
During the year ended December 31, 2025, the Company recorded an impairment charge of $7.8 million related to the Company's decision to exit a downstream products business line in France in HE.

During the year ended December 31, 2024, the Company recorded $23.4 million of impairment charges related to the PP&E located at HE sites in the United States and the Middle East.

During the year ended December 31, 2023, the Company recorded a PP&E impairment charge of $14.1 million related to an HE customer site in China.

See Note 6, Property, Plant and Equipment in Part II, Item 8. Financial Statements and Supplementary Data for details regarding these impairment charges.

Remeasurement of Long-Lived Assets
During the year ended December 31, 2024, the Company recorded $10.7 million in depreciation and amortization expense for Rail's PP&E and intangible assets that were previously classified in Assets held-for-sale and have been reclassified into its respective caption for assets-held-for-use on the Company's Consolidated Balance Sheets. This amount includes all of the depreciation and amortization expense that would have been recognized during the periods that these assets were classified as held-for-sale. This charge did not reoccur during the years ended December 31, 2025 and 2023.

Gain on Sale of Businesses, Net
During the year ended December 31, 2024, the Company recognized $10.5 million of gains related to the divestitures of two HE businesses that included the sale of Performix that resulted in a pre-tax net gain of $1.8 million in April 2024 and the sale of Reed that resulted in a pre-tax net gain of $8.7 million in August 2024. There were no sales of businesses during the years ended December 31, 2025 and 2023.

See Note 3, Discontinued Operations and Dispositions in Part II, Item 8. Financial Statements and Supplementary Data for further discussion.
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Other (Income) Expenses, Net
The major components of this Consolidated Statements of Operations caption are detailed below. See Note 18, Other (Income) Expenses, Net, in Part II, Item 8, Financial Statements and Supplementary Data for additional information.
Other (Income) Expenses
(In millions)
202520242023
Employee termination benefit costs$11.1 $8.4 $3.0 
Net gains(3.8)(6.6)(2.6)
Contingent consideration adjustments— — (0.8)
Asset impairments0.8 5.3 0.1 
Other costs (income) to exit activities (a)
22.0 (1.5)(1.6)
Other (income) expense — — 0.3 
Total other (income) expenses, net$30.0 $5.4 $(1.6)
(a) Includes costs related to the planned sale of CE.
Interest Income
Interest income was $2.2 million for the year ended December 31, 2025, compared to $6.8 million for the year ended December 31, 2024. In 2024, the Company recognized a pre-tax gain of $2.7 million from the settlement of the Company's note receivable from the buyer of the former Harsco Industrial ("IKG") business. No such income was received during the year ended December 31, 2025.
Interest Expense
Interest expense for the year ended December 31, 2025 was $111.0 million, a decrease of $1.3 million, or 1.1%, compared with the year ended December 31, 2024, which is primarily driven by lower interest rates charged, partially offset by higher net borrowings, under the Company's Senior Secured Credit Facilities during the year ended December 31, 2025, when compared to the same period in the prior year. This net decrease was also partially offset by an increase in interest from finance leases, primarily in CE.
Interest expense in 2024 was $112.2 million, an increase of $5.1 million, or 4.8%, compared with 2023, which was mainly driven by finance lease additions during 2024, mostly in CE.
See Note 8, Debt and Credit Agreements in Part II, Item 8, Financial Statements and Supplementary Data for additional information.

Facility Fees and Debt-Related Income (Expense)
During the year ended December 31, 2025, the Company recognized $10.7 million of net expense, which principally included fees related to the Company's AR Facility, as well as fees related to amending the Company's Senior Secured Credit Facilities.

During the year ended December 31, 2024, the Company recognized $11.3 million of net expense, primarily from fees related to the Company's AR Facility. A loss of $0.3 million was also recognized during 2024 due to the recognition of expense of previously recorded deferred financing costs from the Company's Senior Secured Credit Facilities, as a result of an amendment in 2024.

During the year ended December 31, 2023, the Company recognized $10.8 million of net expense, which included fees related to the Company's AR Facility.

The components of Facility fees and debt-related income (expense) are included in Note 8, Debt and Credit Agreements in Part II, Item 8, Financial Statements and Supplementary Data, as well as the details of the Company's credit agreements referenced above.
Defined Benefit Pension Income (Expense)
Defined benefit pension expense increased during the year ended December 31, 2025 by $4.0 million, or 22.9%, to $21.6 million, when compared to expense for the year ended December 31, 2024. This increase is primarily from a lower expected return on plan assets during the year ended December 31, 2025, when compared to the prior year.

Defined benefit pension expense for the year ended December 31, 2024 decreased by $4.7 million, or 21.1%, to $17.6 million, compared to defined benefit pension expense of $22.3 million during the year ended December 31, 2023. This decrease is primarily from higher expected return on plan assets during the year ended December 31, 2024 due to higher plan asset balances at December 31, 2023, when compared to the prior year.

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See Note 10. Employee Benefit Plans in Part II, Item 8, Financial Statements and Supplementary Data, for additional information.

Income Tax Expense from Continuing Operations
Income tax expense from continuing operations for the year ended December 31, 2025 was $23.0 million, compared with $16.8 million for the year ended December 31, 2024. The effective income tax rate relating to continuing operations for the year ended December 31, 2025 was (16.8)%, compared to (16.3)% for the year ended December 31, 2024. The increase in income tax expense was primarily due to a $8.5 million valuation allowance related to deferred tax assets in Brazil, as it was determined to be more likely than not that they could not be realized because of lower operating income resulting from lost contracts, $15.9 million of disallowed costs related to the planned sale of Clean Earth and $29.0 million of nondeductible executive compensation, partially offset by a change in mix of income in foreign jurisdictions.

Income tax expense from continuing operations for the year ended December 31, 2024 was $16.8 million, compared with $34.5 million for the year ended December 31, 2023. The effective income tax rate relating to continuing operations for the year ended December 31, 2024 was (16.3)%, versus (75.3)% for the year ended December 31, 2023. The decrease in income tax expense was primarily due to a higher pre-tax loss which was driven by an increased forward loss provision for the Network Rail contract for Rail, the Rail goodwill impairment charge and the Rail charge for the remeasurement of long-lived assets, partially offset by increased CE operating performance and the gains from the sale of Reed and Performix. Income tax expense was also favorably impacted by a capital loss utilization in 2024 and a $3.7 million income tax charge due to assets impairment in China not recurring in 2024, partially offset by nondeductible goodwill allocated to the sale of Reed and Performix businesses. The decrease in effective tax rate was primarily due to the operating loss in the Rail business and the change in mix of income.

See Note 11, Income Taxes in Part II, Item 8, Financial Statements and Supplementary Data, for additional information.
Total Other Comprehensive Income (Loss)
Total other comprehensive income was $24.8 million for the year ended December 31, 2025, compared with total other comprehensive income of $3.4 million for the year ended December 31, 2024. The primary driver of this change is the fluctuation of the U.S. dollar against certain currencies, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations. Total OCI was also impacted by the change in valuation of the Company's interest rate swaps during the year ended December 31, 2025, when compared to the valuation during the year ended December 31, 2024, due to lower interest rates.

Total other comprehensive income was $3.4 million for the year ended December 31, 2024, compared with a total other comprehensive income of $25.0 million during the year ended December 31, 2023. The primary driver of this change was due to the strengthening of the U.S. dollar against most currencies, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations. This was partially offset by actuarial gains recognized for the U.S. and U.K. pension obligations due to changes in actuarial assumptions, including higher discount rates.

Liquidity and Capital Resources
Amounts included in this Part II, Item 7. Liquidity and Capital Resources of this Annual Report on Form 10-K are rounded in millions and all percentages are calculated based on actual amounts. As a result, minor differences may exist due to rounding.
Cash Flow Summary
The Company currently expects to have sufficient financial liquidity and borrowing capacity to support the strategies within each of its businesses and its current operating and debt service needs. The Company also currently expects operational and business needs, in addition to repayment of its current debt maturities, to be met by cash provided by operations, supplemented with borrowings, principally under the Senior Secured Credit Facilities, and by cash proceeds from asset sales. The Company expects the Senior Secured Credit Facilities to be fully available based on continued compliance with the related covenants based on its current outlook. The Company supplements the cash provided by operations with borrowings due to operational performance of its businesses, historical patterns of seasonal cash flow and the funding of various projects and regularly assesses capital needs in the context of operational trends and strategic initiatives.

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Cash flows from operating, investing and financing activities, as reflected on the Consolidated Statements of Cash Flows, are summarized in the following table:
(In millions)202520242023
Net cash provided (used) by:   
Operating activities$101.4 $78.1 $114.4 
Investing activities(149.9)(34.1)(116.6)
Financing activities80.3 (63.4)44.8 
Effect of exchange rate changes on cash3.3 (15.0)(3.1)
Net change in cash and cash equivalents$35.2 $(34.5)$39.5 
Cash provided (used) by operating activities — Net cash provided by operating activities during the year ended December 31, 2025 was $101.4 million, an increase of $23.3 million the year ended December 31, 2024. This increase is due to a net favorable change in net working capital during the year ended December 31, 2025, when compared to the year ended December 31, 2024, partially offset by lower cash net income. The favorable change in net working capital is primarily from decreases to contract assets, mainly related to the timing of Rail's contract assets, changes in retirement plan liabilities, lower incentive compensation payments and the timing of accounts payable, partially offset by the timing of accounts receivable collections.
Also included in Net cash provided (used) by operating activities on the Company's Consolidated Statements of Cash Flows in Part II, Item 8. Financial Statements and Supplementary Data is the caption, Other assets and liabilities. A summary of the major components of this caption for the periods presented is as follows:
(In millions)202520242023
Net cash provided (used) by:
Change in income taxes
$3.1 $(0.3)$5.0 
Change in prepaid expenses
3.7 (6.3)(8.1)
Change in reserve for forward losses on contracts
2.3 5.3 18.5 
Change in environmental liabilities
(8.5)25.2 (0.8)
Change in accrued insurance
3.2 (1.3)(3.2)
Other (a)
2.1 (10.1)12.0 
  Total change in Other assets and liabilities$5.9 $12.7 $23.5 
(a)     Other relates primarily to other accruals that are individually not significant.
Cash used by investing activities — Net cash used by investing activities during the year ended December 31, 2025 was $149.9 million, an increase in cash used of $115.8 million during the year ended December 31, 2024. This net increase in cash used is primarily from the non-recurring receipt of proceeds during the year ended December 31, 2024 from the sales of Performix in April 2024 and Reed in August 2024 totaling $57.6 million and the settlement of the Company's note receivable from IKG in April 2024 of $17.0 million. In addition, the increase in net cash used was due to the net payments from the settlement of foreign currency forward exchange contracts of $18.2 million during the year ended December 31, 2025, compared to net proceeds during the year ended December 31, 2024 of $12.1 million, as well a $7.3 million decrease in the receipt of proceeds from the sale of assets.
Cash provided (used) by financing activities — Net cash provided by financing activities during the year ended December 31, 2025 was $80.3 million, compared to net cash used by financing activities of $63.4 million in 2024. The year ended December 31, 2025 includes net borrowings of $98.3 million of the Company's total debt, used to fund the changes in cash flows from operating and investing activities noted above, compared to net repayments of $39.8 million during the year ended December 31, 2024. The year ended December 31, 2025 also included a decrease in dividend payments made to strategic venture partners in HE of $13.7 million, when compared to the year ended December 31, 2024. These cash increases were offset, in part, by an increase in employee taxes payments for stock based compensation of $10.9 million, compared to the year ended December 31, 2024, primarily as a result of the accelerated vesting and settlement of equity awards issued to certain employees in 2025.
Effects of exchange rate changes on cash and cash equivalents, including restricted cash — The favorable change of $18.4 million during the year ended December 31, 2025 resulted from exchange rate fluctuations during the year ended December 31, 2024 due to the strengthening of the U.S. dollar against certain currencies, primarily the Egyptian Pound, unfavorably impacting the Company's global cash balances in these currencies. This did not repeat during the year ended December 31, 2025.
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Cash Requirements
The Company's expected future payments related to contractual obligations and commercial commitments at December 31, 2025 consist of:
•Principal payments related to our short-term borrowings and long-term debt obligations that are included in our Consolidated Balance Sheets. See Note 8, Debt and Credit Agreements in Part II, Item 8 Financial Statements and Supplementary Data for additional information on short-term borrowings and long-term debt.
•Projected interest payments on long-term debt are anticipated to be approximately $91 million annually based upon borrowings, interest rates and foreign currency exchange rates at December 31, 2025 and include the impact of the interest rate swaps the Company has in-place with certain variable rate debt issuances to secure a fixed interest rate. The interest rates on variable-rate debt and foreign currency exchange rates are subject to changes beyond the Company's control and may result in actual interest expense and payments differing from the projected amounts.
•Projected facility fee payments on the AR Facility are expected to be $8.2 million annually based on the drawn amount and rates at December 31, 2025. The rates are variable, and are subject to changes beyond the Company's control and may result in facility fees differing from the projected amounts.
•Purchase obligations representing legally binding obligations to purchase property, plant and equipment, inventory and other commitments made in the normal course of business to meet operations requirements. At December 31, 2025, the Company has $230.5 million of outstanding purchase commitments, of which $165.9 million will be fulfilled in the next twelve months.
•Operating lease liabilities which are included in our Consolidated Balance Sheets. See Note 9, Leases in Part II, Item 8 Financial Statements and Supplementary Data for additional information.
•Expected employer contributions to defined benefit pension plans for the next year. See Note 10, Employee Benefit Plans in Part II, Item 8 Financial Statements and Supplementary Data for additional information.
•Expected net cash payable of $19.5 million representing the fair value of the foreign currency exchange contracts outstanding at December 31, 2025. The foreign currency exchange contracts are recorded on the Consolidated Balance Sheets at fair value. See Note 15, Financial Instruments in Part II, Item 8 Financial Statements and Supplementary Data, for additional information.
•At December 31, 2025, in addition to the above contractual obligations, the Company had $2.9 million of potential long-term tax liabilities, including interest and penalties, related to uncertain tax positions. Because of the high degree of uncertainty regarding the future cash flows associated with these potential long-term tax liabilities, the Company is unable to estimate the years in which settlement will occur with the respective taxing authorities.

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Off-Balance Sheet Arrangements

The following table summarizes the Company's contingent commercial commitments at December 31, 2025. These amounts are not included on the Company's Consolidated Balance Sheets since there are no current circumstances known to management indicating that the Company will be required to make payments on these contingent commercial commitments.
Commercial Commitments at December 31, 2025
  Amount of Commercial Commitment Expiration Per Period
(In millions)TotalLess than
1 Year		1-3
Years		3-5
Years		Over 5
Years		Indefinite
Expiration
Performance bonds$168.1 $154.0 $5.0 $— $— $9.1 
Standby letters of credit96.9 91.8 5.1 — — — 
Guarantees184.0 0.2 6.7 176.5 — 0.6 
Total commercial commitments
$449.0 $246.0 $16.8 $176.5 $— $9.7 
In certain instances, commercial commitments may need to be extended past their expiration date based on the timing of delivery of customer orders or other factors. Certain commercial commitments that are of a continuous nature do not have an expiration date and are, therefore, considered to be indefinite in nature. See Note 15, Financial Instruments in Part II, Item 8. Financial Statements and Supplementary Data for additional information.
Sources and Uses of Cash
The Company’s principal sources of liquidity are cash provided by operations and borrowings under the Senior Secured Credit Facilities, augmented by cash proceeds from asset sales. The Company expects to continue to utilize all of these sources to meet future cash requirements for operations and growth initiatives.
Summary of Senior Secured Credit Facilities and Notes:
(In millions)
December 31
2025		December 31
2024
By type:
Revolving Credit Facility
$526.0 $407.0 
Term Loan
477.5 482.5 
5.75% Senior Notes
475.0 475.0 
Total
$1,478.5 $1,364.5 
By classification:
     Current$5.0 $5.0 
     Long-term1,473.5 1,359.5 
     Total$1,478.5 $1,364.5 
Senior Secured Credit Facilities

On February 23, 2026, the Company amended its Senior Secured Credit Facilities to extend the maturity date of its $50.0 million non-extended revolving credit facility from March 10, 2026 to the earlier of (i) July 1, 2026 and (ii) the closing date on which the Company's Clean Earth segment is sold to Veolia in connection with the Merger Agreement.

On November 5, 2025, the Company entered into an amendment to the Credit Agreement to, among other things, modify certain levels of its total Net Debt to Consolidated Adjusted EBITDA ratio covenant and permit a distribution of the Company’s Clean Earth business, together with certain related transactions, including repayments of certain of the Company's existing indebtedness. The Company obtained the amendment because its forward-looking projections indicated that it may not meet the minimum level required by the net leverage coverage ratio and to allow for the strategic alternatives it is currently evaluating. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.25x for the quarter ended December 31, 2025, 5.50x for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, 5.00x for the quarter ended December 31, 2026 and 4.50x for the quarter ended March 31, 2027. After giving effect to the distribution of the Company’s Clean Earth business, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant will be set at 3.00x. The Company expects that it will maintain compliance with the amended covenants based on current forecasts. The Company capitalized $1.8 million of fees related to this amendment, which is included in Long-term debt on the Company's Consolidated Balance Sheets.
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On February 14, 2025, the Company entered into another amendment to the Senior Secured Credit Facilities to reset the levels of its covenants, among other changes. As a result of this amendment, the interest coverage ratio was set at 2.50x for each quarter after December 31, 2024.

In September 2024, the Company amended its Senior Secured Credit Facilities to, among other things, extend the term of the Revolving Credit Facility to September 5, 2029 and adjust the limit to $625.0 million. In addition, the Company retained $50.0 million of its existing revolving commitments which mature on March 10, 2026. The extended Revolving Credit Facility bears interest at a rate, depending on total net leverage, ranging from 75 to 125 basis points over base rate or 175 to 225 basis points over SOFR and the existing Revolving Credit Facility bears interest at a rate, depending on total net leverage, ranging from 50 to 175 basis points over base rate or 150 to 275 basis points over SOFR, in each case, subject to zero floor. The Company expensed $0.3 million of previously recorded deferred financing costs in Facility fees and debt related income (expense) and capitalized $4.4 million of fees incurred related to the amendment, which is included in Long-term debt on the Company's Consolidated Balance Sheets.

During the years ended December 31, 2025 and 2023, the Company recognized expense of $0.8 million and $12 thousand, respectively, related to amendments to the Senior Secured Credit Facilities included in the caption Facility fees and debt-related income (expense) on the Company's Consolidated Statements of Operations. No such fees were incurred during the year ended December 31, 2024.

The Senior Secured Credit Facilities impose certain restrictions including, but not limited to, restrictions as to types and amounts of debt or liens that may be incurred by the Company, limitations on increases in dividend payments, limitations on repurchases of the Company's stock and limitations on certain acquisitions by the Company.

The obligations of the Company are guaranteed by substantially all of the Company’s current and future wholly-owned domestic subsidiaries (“Guarantors”). All obligations under the Senior Secured Credit Facilities and the guarantees of those obligations are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Guarantors.

The Senior Secured Credit Facilities require certain mandatory prepayments for the Term Loan, subject to certain exceptions, based on net cash proceeds of certain sales or distributions of assets, as well as certain casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions, net cash proceeds of any issuance of debt, excluded permitted debt issuances, and a percentage of excess cash flow, as defined in the terms under the Senior Secured Credit Facilities, during a fiscal year.

The following table shows the amount outstanding under the Revolving Credit Facility and available credit at December 31, 2025.
(In millions)
Facility
Limit		Outstanding
Balance		Outstanding Letters of CreditAvailable
Credit
Revolving credit facility (a)
$675.0 526.0 24.6 $124.4 
(a) Includes $50.0 million and $625.0 million of revolving credit commitments scheduled to mature on (i) July 1, 2026 and (ii) the closing date on which the Company's Clean Earth segment is sold to Veolia in connection with the Merger Agreement, respectively.

Other
In June 2022, the Company and its SPE entered into a revolving trade receivables securitization facility to accelerate cash flows from trade receivables under its AR Facility with PNC Bank, National Association ("PNC"), which is scheduled to mature in October 2027, based on the amended terms of the AR Facility in October 2024. The Company and its designated subsidiaries continuously sell their trade receivables as they are originated to its SPE. The SPE transfers ownership and control of qualifying receivables to PNC, up to a maximum purchase commitment of $160.0 million, which was increased from $150.0 million under the amended terms in February 2025.

During the year ended December 31, 2025, the Company received proceeds of $10.0 million from the AR Facility. No additional proceeds were received during the year ended December 31, 2024.

See Note 8, Debt and Credit Agreements in Part II, Item 8. Financial Statements and Supplementary Data for additional details on the Company's Senior Secured Credit Facilities and other long-term debt, in addition to Note 4, Accounts Receivable and Notes Receivable in Part II, Item 8 Financial Statements and Supplementary Data for additional details on the Company's AR Facility.
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Certainty of Cash Flows
The majority of the Company's cash flows provided by operations has historically been generated in the second half of the year. The certainty of the Company's future cash flows is underpinned by the long-term nature of HE's service contracts and the recurring nature of revenues within CE.
The types of products and services that the Company provides are not subject to rapid technological change, which increases the stability of related cash flows. Additionally, the Company believes each business in its portfolio is a leader in the industries and major markets the Company serves. Due to these factors, the Company is confident in the Company's future ability to generate positive cash flows from operations.
Debt Covenants
The Senior Secured Credit Facilities contains a consolidated Net Debt to Consolidated Adjusted EBITDA ratio covenant, which is not to exceed 5.25x at December 31, 2025, and a minimum consolidated adjusted EBITDA to consolidated interest charges ratio covenant, which is not to be less than 2.50x. At December 31, 2025, the Company was in compliance with these covenants, with a net leverage ratio of 4.93x and an interest coverage ratio of 2.79x. Based on balances and covenants in effect at December 31, 2025, the Company could increase Net Debt by $95.2 million and still be in compliance with these debt covenants. Alternatively, Consolidated Adjusted EBITDA could decrease by $18.1 million or interest expense could increase by $12.4 million and the Company would remain in compliance with these covenants. The Company believes it will continue to maintain compliance with all covenants over the next twelve months based on its current outlook. However, the Company’s estimates of compliance with these amended covenants could change in the future with a deterioration in economic conditions, including softness in certain markets, changes in tariffs, higher than forecasted interest rate increases, the timing of working capital, including the collection of accounts receivables, an inability to successfully realize increased pricing and implement cost reduction initiatives as necessary to mitigate the impacts of inflation and other factors may adversely impact its realized operating margins and cash flows.

Cash Management
The Company has various cash management systems throughout the world that centralize cash in various bank accounts where it is economically justifiable and legally permissible to do so. These centralized cash balances are then redeployed to other operations to reduce short-term borrowings and to finance working capital needs or capital expenditures. Due to the transitory nature of cash balances, they are normally invested in bank deposits that can be withdrawn at will or in very liquid short-term bank time deposits and government obligations. The Company's policy is to use the largest banks in the various countries in which the Company operates. The Company monitors the creditworthiness of banks and, when appropriate, will adjust banking operations to reduce or eliminate exposure to less creditworthy banks.

At December 31, 2025, the Company's cash and cash equivalents, including restricted cash, included $101.7 million held by non-U.S. subsidiaries. At December 31, 2025, approximately 9.4% of the Company's cash and cash equivalents, including restricted cash, had regulatory restrictions that would preclude the transfer of funds with and among subsidiaries. Non-U.S. subsidiaries also held $31.8 million of cash and cash equivalents, including restricted cash, in consolidated strategic ventures. The strategic venture agreements may require strategic venture partner approval to transfer funds with and among subsidiaries. While the Company's remaining non-U.S. cash and cash equivalents can be transferred with and among subsidiaries, the majority of these non-U.S. cash balances will be used to support the ongoing working capital needs and continued growth of the Company's non-U.S. operations.

During the year ended December 31, 2025, in connection with the Company's contracts with certain customers, the Company's contingent commercial commitments were updated, in which the terms of the updated agreements with the issuing banks required cash collateral totaling $20.7 million to be held until the contingent commercial commitments are released. The Company funded these balances in 2025 and these balances are classified as Restricted cash on the Company's Consolidated Balance Sheets. In January 2026, $6.2 million of this cash collateral was released back to the Company.

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Application of Critical Accounting Policies and Critical Accounting Estimates
The information contained in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon the financial statements included in Part II, Item 8. Financial Statements and Supplementary Data, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, the Company evaluates its critical accounting estimates, including those related to defined benefit pension benefits, notes and accounts receivable, fair value estimates for business combinations and goodwill, long-lived asset impairment, over time revenue recognition using the input method based on costs incurred (the "cost-to-cost method") and income taxes. The impact of changes in these estimates, as necessary, is reflected in the respective segment's results of operations in the period of the change. The Company bases estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different outcomes, assumptions or conditions.
The Company believes the following critical accounting policies are affected by the Company's more significant judgments and estimates used in the preparation of the Consolidated Financial Statements. Management has discussed the development and selection of the critical accounting estimates described below with the audit committee of the Company's Board of Directors and they have reviewed the Company's disclosures relating to these estimates in this Management's Discussion and Analysis of Financial Condition. These items should be read in conjunction with Note 1, Summary of Significant Accounting Policies in Part II, Item 8. Financial Statements and Supplementary Data.
Defined Benefit Pension Benefits
The Company has defined benefit pension plans in several countries. The largest of these plans are in the U.K. and the U.S. The Company's funding policy for these plans is to contribute amounts sufficient to meet the minimum funding pursuant to U.K. and U.S. statutory requirements, plus any additional amounts that the Company may determine to be appropriate.
Changes in the discount rate assumption and the actual performance of plan assets, compared with the expected long-term rate of return on plan assets, are the primary drivers in the change in funded status of the Company's defined benefit pension plans. These factors are components of actuarial loss (gain) and impact the amount recognized in OCI, as such actuarial changes are not reflected directly on the Consolidated Statements of Operations but amortized over time in accordance with U.S. GAAP.

Critical Estimate—Defined Benefit Pension Benefits
Accounting for defined benefit pension plans requires the use of actuarial assumptions. The principal assumptions used include the discount rate and the expected long-term rate of return on plan assets. Each assumption is reviewed annually and represents management's best estimate at that time. The assumptions are selected to represent the average expected experience over time and may differ, in any one year, from actual experience due to changes in capital markets and the overall economy. These differences will impact the amounts of unfunded benefit obligations and the NPPC recognized.
The discount rates used in calculating the Company's projected benefit obligations at the December 31, 2025 measurement date for the U.K. and U.S. defined benefit pension plans were 5.5% and 5.2%, respectively, and the global weighted-average discount rate was 5.4%. The discount rates selected represent level-equivalent rates using the yield curve spot rates on a year-by-year expected cash flow basis, using yield curves of high-quality corporate bonds. Annual NPPC is determined using the discount rates at the beginning of the year. The discount rates for 2025 NPPC were 5.5% for the U.K. plan, 5.5% for the U.S. plans and 5.5% for the global weighted-average of plans.
The expected long-term rate of return on plan assets is determined by evaluating the asset return expectations with the Company's advisors, as well as actual, long-term, historical results of asset returns for the pension plans. Generally, the NPPC increases as the expected long-term rate of return on assets decreases. For 2025 and 2024, the global weighted-average expected long-term rate of return on asset assumption was 5.1% and 5.7%, respectively. This rate was determined based on a model of expected asset returns for an actively managed portfolio.
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Changes in NPPC may occur in the future due to changes in actuarial assumptions and due to changes in returns on plan assets resulting from financial market conditions. Holding all other assumptions constant, using December 31, 2025 plan data, a one-quarter percent increase or decrease in the discount rate and the expected long-term rate of return on plan assets would increase or decrease annual 2026 pre-tax defined benefit NPPC (expense) as follows:
Increase (Decrease)
to 2026 NPPC
(In millions)U.S.
Plans		 U.K.
Plans
Discount rate  
One-quarter percent increase$— $0.1 
One-quarter percent decrease— (0.1)
Expected long-term rate of return on plan assets  
One-quarter percent increase$(0.4)$(1.5)
One-quarter percent decrease0.4 1.4 
Increases or decreases to net pension obligations may be required, should circumstances that affect these estimates change. Additionally, certain events could result in the pension obligation changing at a time other than the annual measurement date. This would occur when a benefit plan is amended or when plan curtailments or settlements occur.
See Note 10, Employee Benefit Plans in Part II, Item 8. Financial Statements and Supplementary Data for additional information.

Accounts Receivable
Accounts receivable are stated at net realizable value, which represents the face value of the receivable, less an allowance for expected credit losses. The allowance for expected credit losses is maintained for expected lifetime losses resulting from the inability or unwillingness of customers to make required payments.

The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. When required, the Company adjusts the loss-rate methodology to account for current conditions and reasonable and supportable expectations of future economic and market conditions. The Company generally assesses future economic conditions for a period which corresponds with the contractual life of its accounts receivable. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.
At December 31, 2025 and 2024, trade accounts receivable of $267.4 million and $262.1 million, respectively, were net of reserves of $11.0 million and $15.1 million, respectively.
Critical Estimate—Accounts Receivable
A considerable amount of judgment is required to assess the realizability of receivables, including the current creditworthiness of each customer, related aging of past due balances and the facts and circumstances surrounding any non-payment. The change in the Company's provision for expected credit losses during the years ended December 31, 2025, 2024 and 2023 were $(3.2) million, $2.8 million and $7.0 million, respectively.
On at least a quarterly basis, customer accounts are analyzed for collectability. Reserves are established based upon the expected credit loss allowance methodology noted above. Reserves are based on the facts available to the Company and are re-evaluated and adjusted as additional information becomes available. Specific issues are discussed with the Company's corporate management and any significant changes in reserve amounts or the write-off of balances must be approved by specifically designated corporate personnel. All approved items are monitored to ensure they are recorded in the proper period. Additionally, any significant changes in reserve balances are reviewed to ensure the proper corporate approval has occurred.
If the financial condition of the Company's customers were to deteriorate, resulting in their inability to make payments, additional allowances may be required. Conversely, an improvement in a customer's ability to make payments could result in a decrease of the allowance for expected credit losses. Changes in the allowance for expected credit losses related to both of these situations would be recorded through Operating income from continuing operations in the period the change was determined on the Company's Consolidated Statements of Operations.
See Note 4, Accounts Receivable and Note Receivable in Part II, Item 8. Financial Statements and Supplementary Data and Schedule II, Valuation and Qualifying Accounts in Part IV, Item 15. Exhibit and Financial Statement Schedules for additional information.
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Fair Value Estimates for Goodwill
The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, all assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, be recorded at their respective fair values at the date of acquisition.
The Company's Goodwill balances included on the Consolidated Balance Sheets were $758.7 million and $739.8 million at December 31, 2025 and 2024, respectively. The Company performs its annual goodwill impairment test as of October 1.

Critical Estimate— Goodwill
In accordance with U.S. GAAP, goodwill is not amortized and is tested for impairment at least annually or more frequently if indicators of impairment exist or if a decision is made to dispose of a business. Goodwill is assigned among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment for which discrete financial information is available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include declining cash flows or operating losses at the reporting unit level, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel or a more likely than not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of, among others.
In applying the goodwill impairment test, the Company has the option to perform a qualitative test, a quantitative test or both. Under the qualitative test, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting units is less than its carrying value. Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit specific events. The Company has an unconditional option to bypass the qualitative assessment and proceed directly to performing the quantitative goodwill impairment test. The Company may resume performing the qualitative assessment in any subsequent period.
The quantitative approach of testing for goodwill impairment involves comparing the current fair value of each reporting unit to the net book value, including goodwill. The Company primarily uses a discounted cash flow model (“DCF model”) to estimate the current fair value of reporting units. The result of the DCF model is also informed by a market approach. The Company will apply the DCF model to the reporting units in its operating segments since the Company believes forecasted operating cash flows are the best indicator of current fair value. A number of significant assumptions and estimates are involved in the preparation of DCF models including future revenues, operating margin growth, the weighted-average cost of capital (“WACC”), tax rates, capital spending, pension funding, the impact of business initiatives and working capital projections. These assumptions and estimates may vary significantly among reporting units. DCF models are based on approved long-range plans for the early years and historical relationships and projections for later years. WACC rates are derived from internal and external factors including, but not limited to, the average market price of the Company's stock, shares outstanding, book value of the Company's debt, the long-term risk-free interest rate, and both market and size-specific risk premiums. Due to the many variables noted above and the relative size of the Company's goodwill, differences in assumptions may have a material impact on the results of the Company's annual goodwill impairment testing. If the net book value of a reporting unit were to exceed the current fair value, then an impairment charge would be recognized as the difference between the fair value and the net book value.

The annual quantitative impairment test for 2024 resulted in a goodwill impairment charge of $13.0 million for the Harsco Rail reporting unit, which is included in Goodwill and other intangible asset impairment charges on the Company's Consolidated Statements of Operations, due to lower projections.

The performance of the Company's 2025 annual impairment tests did not result in any impairment of the Company's goodwill.

The Harsco Environmental reporting unit's estimated fair value at October 1, 2025 was approximately 19.7% more than the net book value. The goodwill assigned to the Harsco Environmental reporting unit, which is defined as HE, is $379.4 million at December 31, 2025. The related DCF model for this reporting unit included several key assumptions related to certain price increases and expected operational improvement initiatives. Significant assumptions utilized in the DCF model include a WACC of 10.5%, an average annual revenue growth rate of 2.0% and average annual free cash flow growth rate of approximately 1.0%. Assuming all other factors remain the same, a 100-basis point increase in the discount rate would decrease the excess of estimated fair value over net book value to approximately 9.0% and a 1% decrease in the average annual free cash flow growth rate would decrease the excess of estimated fair value over the net book value to approximately 9.0%.
See Note 1, Summary of Significant Accounting Policies and Note 7, Goodwill and Other Intangible Assets in Part II, Item 8. Financial Statements and Supplementary Data, for additional information.

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Long-lived Asset Impairment (Other than Goodwill)
Long-lived assets (or asset groups) are reviewed for impairment when events and circumstances indicate that the book value of an asset (or asset group) may be impaired. See Note 1, Summary of Significant Accounting Policies for additional details.

The following PP&E impairment charges are included in Property, plant and equipment impairment charge on the Consolidated Statements of Operations during the years ended December 31, 2025, 2024 and 2023.

During the year ended December 31, 2025, due to the Company's decision to exit a downstream products business in HE in France, the Company recognized an impairment charge of $7.8 million in 2025.
During the year ended December 31, 2024, due to lower revenue projections at an HE location in the U.S., the Company performed testing which determined that the undiscounted future cash flows were lower than the net book value of the assets at the location. The assets primarily included machinery and equipment. along with other PP&E. The Company used a DCF model to estimate the current fair value of the PP&E (Level 3). A number of significant assumptions and estimates are involved in the preparation of DCF models including future revenues and operating margin growth, the WACC, capital spending, and the impact of business initiatives and working capital projections. The DCF model is based on approved forecasts for the early years and historical relationships and projections for later years. The WACC rate is based on the Company's WACC, adjusted for market participant assumptions. As a result of this test, the fair value was less than book value and the Company recognized an impairment charge of $13.9 million.
The year ended December 31, 2024 also included an impairment charge of $9.5 million that was recorded at an HE location in the Middle East due to a change in the expected long-term use of the asset.
During the year ended December 31, 2023, the Company recorded an impairment charge of $14.1 million related to abandoned equipment at a customer site of HE, located in China.

In addition, the Company recorded impairment charges related to other long-lived assets that are included in Other (income) expenses, net, on the Consolidated Statements of Operations of $0.8 million, $5.3 million and $0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. See Note 18, Other (income) expenses, net, in Part II, Item 8. Financial Statements and Supplementary Data, for additional information.

Critical Estimate—Asset Impairment
The determination of a long-lived asset (or asset group) impairment involves significant judgments based upon short-term and long-term projections of future asset (or asset group) performance. If the undiscounted cash flows associated with an asset (or asset group) do not exceed the asset's book value, impairment loss estimates would be based upon the difference between the book value and fair value of the asset (or asset group). The fair value is generally based upon the Company's estimate of the amount that the assets (or asset group) could be bought or sold for in a transaction between willing parties. If quoted market prices for the asset (or asset group) or similar assets are unavailable, the fair value estimate is generally calculated using a DCF model. Should circumstances change that affect these estimates, additional impairment charges may be required and would be recorded through income in the period the change was determined.
There were no significant changes to the Company's methodology for calculating long-lived asset impairments for the years presented. U.S. GAAP requires consideration of all valuation techniques for which market participant inputs can be obtained without undue cost and effort. The use of a DCF model continues to be an appropriate method for determining fair value; however, methodologies such as quoted market prices must also be evaluated.
See Note 7, Goodwill and Other Intangible Assets and Note 18, Other (Income) Expenses, Net in Part II, Item 8. Financial Statements and Supplementary Data for additional information.

Revenue Recognition - Cost-to-Cost Method
For certain contracts with customers, which meet specific criteria established in U.S. GAAP, the Company recognizes revenue on an over time basis utilizing the cost-to-cost method to measure progress, which requires the Company to make estimates regarding the revenues and costs associated with design, manufacturing and delivery of products.
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Critical Estimate-Revenue Recognition - Cost-to-Cost Method
The Company uses the cost-to-cost method to measure progress because it is the measure that best depicts the transfer of control to the customer, which occurs as the Company incurs costs under the contracts. Under the cost-to-cost method, the extent of progress towards completion is based on the ratio of costs incurred to total estimated costs at completion which includes both actual costs already incurred and the estimated costs to complete. Accounting for contracts with customers using the cost-to-cost method requires significant judgment relative to assessing risks, estimating contract revenues (including estimates of variable consideration, if applicable, as well as estimating any liquidating damages or penalties related to performance); estimating contract costs (including estimating engineering costs to design the machine and the material, labor and overhead manufacturing costs to build the machine); making assumptions for schedule and technical items; properly executing the engineering and design phases consistent with customer expectations; the availability and costs of labor and material resources; productivity; and evaluating whether a significant financing component is present. Due to the number of years it may take to complete certain contracts and the scope and nature of the work required to be performed on those contracts, primarily in Rail, estimating total revenues and costs at completion is inherently complicated and subject to many variables. Accordingly, estimates are subject to change as experience is gained and as more information is obtained, even though the scope of the work under the contract may not have changed. When adjustments in estimated total contract sales or estimated total costs are required, any changes from prior estimates are recognized in current period earnings for the inception-to-date effect of such changes. When estimates of total costs to be incurred on a contract using the cost-to-cost method exceed estimates of total sales to be earned, a provision for the entire loss on the contract is recorded in current period earnings when the loss is determined. Railway track maintenance equipment revenue of approximately $32.0 million, $48.5 million and $70.9 million was recognized using the cost-to-cost method during the years ended December 31, 2025, 2024 and 2023, respectively.
Rail continues to manufacture highly-engineered equipment under large, long-term fixed-price contracts with Network Rail, Deutsche Bahn, and SBB. The Company has previously recognized estimated forward loss provisions related to these contracts of $32.7 million and $32.8 million for the years ended December 31, 2024 and 2023, respectively. These forward estimated loss provisions were due to several factors, such as material and labor cost inflation, supply chain delays to include the bankruptcy of a key vendors and increased engineering effort and challenges encountered with homologation and commissioning of equipment. These challenges continued into 2025 and the Company recorded an additional net $30.3 million forward loss provision for these contracts for the year ended December 31, 2025, as discussed further below.
For the Network Rail contract, the Company recorded an additional forward loss provision of $11.3 million in the first half of 2025. This additional loss is primarily related to increased estimated manufacturing and materials costs. For 2024, the Company recorded an additional forward loss provision adjustment of $16.1 million, which was primarily related to increased estimated liquidated damages due to delays in the estimated delivery of the machines and increased engineering and manufacturing costs, principally as a result of design changes.

For the Deutsche Bahn contract, the Company recorded additional forward loss provisions of $5.5 million during 2025, with $18.8 million recorded during the fourth quarter related to challenges encountered with the homologation of the initial vehicles, resulting in higher estimated costs to complete all vehicles, including redesign, as well as additional estimated penalties due to the resulting project delays. In the first quarter of 2025, the Company recorded a net favorable adjustment of $13.3 million as a result of an amendment to the contract, which included additional pricing, as well as an extension of the delivery schedule for the machines, which led to a reduction of the previous estimate of penalties recorded as an increase to revenue, offset by higher estimated material, manufacturing and engineering costs. During 2024, additional estimated forward loss provisions of $14.4 million were recorded related principally to unexpected supplier price increases, challenges with supplier quality on key components necessitating a switch to a different supplier and increased engineering efforts that exceed previous estimates.

For the SBB contract, the Company recorded additional net estimated forward loss provisions of $13.5 million during 2025, with $6.4 million recorded during the fourth quarter related principally to unanticipated costs identified during the prototype commissioning of the universal vehicles, as well as higher estimated manufacturing, assembly and logistic costs. For the year ended December 31, 2024, the Company recorded an additional estimated forward loss provision for $2.2 million related principally to increased estimates for assembly, storage and commissioning costs for the remaining vehicles due to project delays.

The estimated forward loss provisions represent the Company's best estimate based on currently available information. It is possible that the Company's overall estimate of liquidated damages, penalties and costs to complete these contracts may change, which could result in an additional estimated forward loss provision at such time that could be material. The Company will continue to update its estimates to complete these contracts, which will include the effect of negotiations with the customers regarding price increases, change orders and extensions to delivery schedules. To that extent, the Company is currently in discussions with Network Rail and has sent Network Rail a letter communicating the need to bring the negotiations to closure and summarizing various options, including a substantial revision of the contract's economic terms or finding a mutually acceptable exit to this contract. If the Company were to exit this contract, it could result in a material loss in that period.

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As of December 31, 2025, based on costs incurred, the contracts with Network Rail, Deutsche Bahn and SBB are 67%, 54% and 90% complete, respectively, based on costs incurred compared to the estimated costs to complete.

Income Taxes
The Company's income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management's best estimate of taxes to be paid. The Company is subject to various international, federal, state and local income taxes in the jurisdictions where the Company operates. In determining income tax expense, the Company makes its best estimate of the annual effective income tax rate at the end of each quarter and applies that rate to year-to-date income (loss) before income taxes to arrive at the year-to-date income tax provision (exclusive of loss jurisdictions for which no tax benefit is realizable with any discrete tax items recorded separately). At December 31, 2025, 2024 and 2023, the Company's annual effective income tax rate on income from continuing operations was (16.8)%, (16.3)% and (75.3)%, respectively.

Critical Estimate—Income Taxes
The Company records deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determinations, the Company considers all available evidence, including future reversals of existing deferred tax liabilities, projected future taxable income, feasible and prudent tax planning strategies, and recent financial operating results. If the Company determines that it will not be able to realize deferred income tax assets in the future, a valuation allowance is recorded. If sufficient positive evidence arises in the future indicating that all or a portion of the deferred tax assets meet the more likely than not standard for realization, the valuation allowance would be reduced accordingly in the period that such a conclusion is reached.
Valuation allowances of $210.3 million and $196.8 million at December 31, 2025 and 2024, respectively, related principally to deferred tax assets for pension liabilities, net operating losses ("NOLs"), disallowed interest expense and foreign currency translation that are uncertain as to realizability. At December 31, 2025, the Company recorded a $16.0 million valuation allowance increase related to disallowed interest expense, a $6.3 million valuation allowance increase related to prior year losses in Brazil where the Company determined that it is more likely than not that these assets will not be realized, a $24.5 million valuation allowance increase related to current year losses in certain foreign and state jurisdictions where the Company determined that it is more likely than not that these assets will not be realized and a valuation allowance increase of $14.0 million from the effects of foreign currency translation adjustments, partially offset by a valuation allowance decrease of $37.4 million from audit adjustments and a $7.1 million valuation allowance decrease related to tax rate change in a certain foreign jurisdiction.
An income tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on its technical merits. The unrecognized tax benefits at December 31, 2025 and 2024 were $5.8 million for both periods, excluding accrued interest and penalties. The unrecognized income tax benefit may decrease because of the lapse of statute of limitations or because of final settlement and resolution of outstanding tax matters in various state and international jurisdictions.
The Company has historically calculated its quarterly tax provision based on its best estimate of the full year tax rate applicable to the quarter. Due to the insignificant amount of pre-tax book loss relative to the size of permanent book-tax differences and a varying net income (loss) pattern projected for the year, the Company’s tax provision estimate was determined using an actual year-to-date method during the first three quarters of 2023 and the second and third quarters of 2025. In 2024, the quarterly estimates were based on the forecasted full year rate. The Company did not significantly change the methodology for calculating income tax expenses, deferred tax assets and liabilities and reserves for uncertain tax positions for the years presented. See Note 11, Income Taxes in Part II, Item 8. Financial Statements and Supplementary Data for additional information.

Recently Adopted and Recently Issued Accounting Standards

Information on recently adopted and recently issued accounting standards is included in Note 2, Recently Adopted and Recently Issued Accounting Standards, in Part II, Item 8, Financial Statements and Supplementary Data.


Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.
See the Risk Factors captioned, "Exchange rate fluctuations may adversely impact the Company's business," "The Company is exposed to counterparty risk in its derivative financial arrangements" and "The Company's variable rate indebtedness subjects it to interest rate risk, which could cause the Company's debt service obligations to increase significantly" in Part I, Item 1A, Risk Factors, for quantitative and qualitative disclosures about market risk.
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Item 8.    Financial Statements and Supplementary Data.
Index to Consolidated Financial Statements and Supplementary Data
 Page
Consolidated Financial Statements of Enviri Corporation: 
Management's Report on Internal Control Over Financial Reporting
52
Reports of Independent Registered Public Accounting Firm (PCAOB ID 34)
53
Reports of Independent Registered Public Accounting Firm (PCAOB ID 238)
56
Consolidated Balance Sheets
57
Consolidated Statements of Operations
58
Consolidated Statements of Comprehensive Income (Loss)
59
Consolidated Statements of Cash Flows
60
Consolidated Statements of Equity
62
Notes to Consolidated Financial Statements
63
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Management's Report on Internal Control Over Financial Reporting
Management of Enviri Corporation, together with its consolidated subsidiaries (the "Company"), is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act of 1934 Rule 13a-15(f) or 15d-15(f). The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
The Company's internal control over financial reporting includes policies and procedures that:
•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company;

•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management has assessed the effectiveness of its internal control over financial reporting as of December 31, 2025 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm.
/s/ F. NICHOLAS GRASBERGER III
/s/ TOM VADAKETH
F. Nicholas Grasberger III
Chairman, President and Chief Executive Officer
Tom Vadaketh
Senior Vice President and Chief Financial Officer
February 24, 2026February 24, 2026
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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Enviri Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Enviri Corporation and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in equity for the period ended December 31, 2025, and the related notes and the schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2026 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment - Refer to Notes 1 and 7 to the financial statements

Critical Audit Matter Description

Goodwill is tested for impairment at the reporting unit level on October 1 of each year or more frequently whenever an event or change in circumstance occurs that would require reassessment of the recoverability of the asset. In applying the goodwill impairment test, the Company performs a quantitative test for its Harsco Environmental reporting unit. As of December 31, 2025, there was $379.3 million of goodwill recorded related to the Harsco Environmental reporting unit. A quantitative approach of testing for goodwill impairment involves comparing the current fair value of each reporting unit to the net book value, including goodwill. The Company’s methodology for estimating the fair value of this reporting unit utilizes a combination of the market and income approach. Under the income approach, the Company utilizes a discounted cash flow model to estimate the current fair value of the reporting unit. The principal assumptions utilized in the discounted cash flow model include future revenues, operating income margin, capital expenditures, and the discount rate. If the net book value of a reporting unit were to exceed the current fair value, then an impairment charge would be recognized as the difference between the net book value and the fair value. No impairment charges were recorded as the Harsco Environmental reporting unit had a fair value in excess of its carrying value.

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The principal considerations for our determination that performing audit procedures relating to the goodwill impairment assessment of the Harsco Environmental reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of this reporting unit; (ii) a high degree of auditor judgment in evaluating the reasonableness of management’s assumptions under the discounted cash flow model, including future revenues, operating income margin, capital expenditures, and the discount rate assumptions, and, under the market approach, the selection of appropriate peer groups and market multiples; and (iii) an increased extent of effort, including the need to involve our fair value specialist.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the significant estimates and assumptions related to future revenues, operating income margin, capital expenditures, the discount rate, and the valuation multiples of selected guideline public companies used by management to estimate the fair value of the Harsco Environmental reporting unit included the following, among others:

•We tested the effectiveness of controls over the determination of the fair value of the Harsco Environmental reporting unit, including controls related to management’s significant estimates and assumptions of future revenues, operating income margin, capital expenditures, the discount rate, and valuation multiples of selected guideline public companies.

•We evaluated the reasonableness of management’s discounted cash flow model and future revenues, operating income margin, and capital expenditure assumptions included in the model by comparing the forecasts to:

◦Historical results.

◦Internal communications to management and the Board of Directors.

◦Forecasted information included in industry reports for the Company and certain of its peer companies.

•With the assistance of our fair value specialists, for the income approach we evaluated the reasonableness of the discount rate assumptions, including testing the underlying information supporting these assumptions and the mathematical accuracy of the calculations.

• With the assistance of our fair value specialists, for the market approach we evaluated the selection of peer groups and guideline public company market multiples and the mathematical accuracy of the calculations.

/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 24, 2026
We have served as the Company’s auditor since 2025.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Enviri Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Enviri Corporation and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 24, 2026, expressed an unqualified opinion on those financial statements.

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Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 24, 2026

55

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Enviri Corporation

Opinion on the Financial Statements

We have audited the consolidated balance sheet of Enviri Corporation and its subsidiaries (the "Company") as of December 31, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of equity and of cash flows for each of the two years in the period ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period ended December 31, 2024 listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

February 20, 2025, except for the effects of the revision discussed in Note 1 to the consolidated financial statements, as to which the date is February 24, 2026

We served as the Company’s auditor from at least 1933 to 2025. We have not been able to determine the specific year we began serving as auditor of the Company.
56


ENVIRI CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
December 31
2025		December 31
2024
ASSETS  
Current assets:  
Cash and cash equivalents$103,671 $88,359 
Restricted cash21,677 1,799 
Trade accounts receivable, net267,439 262,067 
Other receivables46,930 40,439 
Inventories180,548 183,059 
Current portion of contract assets26,968 59,881 
Prepaid expenses61,996 62,435 
Other current assets11,452 14,880 
Total current assets720,681 712,919 
Property, plant and equipment, net699,664 664,292 
Right-of-use assets, net132,323 88,912 
Goodwill758,680 739,758 
Intangible assets, net273,088 298,438 
Retirement plan assets
55,743 57,622 
Deferred income tax assets11,419 17,453 
Other assets57,073 55,117 
Total assets$2,708,671 $2,634,511 
LIABILITIES  
Current liabilities:  
Short-term borrowings$11,490 $8,144 
Current maturities of long-term debt25,874 21,004 
Accounts payable239,650 214,689 
Accrued compensation67,331 63,686 
Income taxes payable4,083 6,093 
Reserve for forward losses on contracts61,037 54,320 
Current portion of advances on contracts7,982 13,265 
Derivative liabilities
20,839 1,284 
Current portion of operating lease liabilities30,077 26,001 
Other current liabilities165,661 158,194 
Total current liabilities634,024 566,680 
Long-term debt1,530,309 1,410,718 
Retirement plan liabilities26,208 27,019 
Operating lease liabilities104,654 64,805 
Environmental liabilities38,256 46,585 
Deferred tax liabilities21,689 32,529 
Other liabilities57,944 56,509 
Total liabilities2,413,084 2,204,845 
COMMITMENTS AND CONTINGENCIES
ENVIRI CORPORATION STOCKHOLDERS' EQUITY  
Common stock, par value $1.25 (issued 119,614,961 and 117,474,988 shares at December 31, 2025 and 2024, respectively)
149,519 146,844 
Additional paid-in capital273,436 255,102 
Accumulated other comprehensive loss(514,481)(537,385)
Retained earnings1,211,234 1,378,835 
Treasury stock, at cost (38,165,463 and 37,277,211 shares at December 31, 2025 and 2024, respectively)
(864,646)(851,881)
Total Enviri Corporation stockholders' equity255,062 391,515 
Noncontrolling interests40,525 38,151 
Total equity295,587 429,666 
Total liabilities and equity$2,708,671 $2,634,511 
See accompanying notes to consolidated financial statements.
57

ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
 Years ended December 31
(In thousands, except per share amounts)2025 2024 2023
Revenues from continuing operations:     
Service revenues$1,988,144  $1,977,781  $1,930,848 
Product revenues252,214  365,356  435,339 
Total revenues2,240,358  2,343,137  2,366,187 
Costs and expenses from continuing operations:     
Cost of services sold1,547,681  1,563,391  1,511,097 
Cost of products sold265,574  340,719  397,626 
Selling, general and administrative expenses382,005  359,388  353,985 
Research and development expenses3,050  3,961  3,458 
Goodwill and other intangible asset impairment charges— 15,866 — 
Property, plant and equipment impairment charge7,797 23,444 14,099 
Remeasurement of long-lived assets— 10,695 — 
Gain on sale of businesses, net
— (10,478)— 
Other expense (income), net
30,002  5,437  (1,591)
Total costs and expenses2,236,109  2,312,423  2,278,674 
Operating income (loss) from continuing operations4,249  30,714  87,513 
Interest income2,191  6,795  6,809 
Interest expense(110,962)(112,217)(107,081)
Facility fees and debt-related income (expense)(10,662)(11,265)(10,762)
Defined benefit pension income (expense)(21,635)(17,607)(22,326)
Income (loss) from continuing operations before income taxes and equity income(136,819) (103,580) (45,847)
Income tax benefit (expense) from continuing operations(22,986)(16,834)(34,530)
Equity in income (loss) of unconsolidated entities, net
155  (10) (761)
Income (loss) from continuing operations(159,650)(120,424) (81,138)
Discontinued operations:     
Income (loss) from discontinued businesses(5,494)(5,297)(5,133)
Income tax benefit (expense) from discontinued businesses1,435  1,382  1,332 
Income (loss) from discontinued operations, net of tax(4,059)(3,915)(3,801)
Net income (loss)(163,709)(124,339) (84,939)
Less: Net loss (income) attributable to noncontrolling interests
(3,892)(5,312)1,977 
Net income (loss) attributable to Enviri Corporation$(167,601)$(129,651) $(82,962)
Amounts attributable to Enviri Corporation common stockholders:     
Income (loss) from continuing operations, net of tax$(163,542)$(125,736) $(79,161)
Income (loss) from discontinued operations, net of tax(4,059)(3,915)(3,801)
Net income (loss) attributable to Enviri Corporation common stockholders$(167,601)$(129,651) $(82,962)
Weighted-average shares of common stock outstanding
80,712  80,118  79,796 
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders:
Continuing operations$(2.03)$(1.57) $(0.99)
Discontinued operations(0.05)(0.05)(0.05)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders (a)
$(2.08)$(1.62)$(1.04)
Diluted weighted-average shares of common stock outstanding
80,712  80,118  79,796 
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders:
Continuing operations$(2.03)$(1.57) $(0.99)
Discontinued operations(0.05)(0.05)(0.05)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders (a)
$(2.08)$(1.62)$(1.04)

(a) Earnings (loss) per share attributable to Enviri Corporation common stockholders is calculated based on actual amounts. As a result, these per share amounts may not total due to rounding.
See accompanying notes to consolidated financial statements.
58

ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 Years ended December 31
(In thousands)202520242023
Net income (loss)$(163,709)$(124,339)$(84,939)
Other comprehensive income (loss):   
Foreign currency translation adjustments, net of deferred income taxes of $4,616, $(836) and $3,162 in 2025, 2024 and 2023, respectively
32,045 (46,106)28,111 
Net gain (loss) on cash flow hedging instruments, net of deferred income taxes of $922, $(1,398) and $138 in 2025, 2024 and 2023, respectively
(3,754)4,239 (627)
Pension liability adjustments, net of deferred income taxes of $(1,397), $(5,937) and $(2,693) in 2025, 2024 and 2023, respectively
(3,531)45,240 (2,461)
Unrealized gain (loss) on marketable securities, net of deferred income taxes of $(1), $(2) and $(2) in 2025, 2024 and 2023, respectively
3 7 5 
Total other comprehensive income (loss)24,763 3,380 25,028 
Total comprehensive income (loss)(138,946)(120,959)(59,911)
Less: Comprehensive (income) loss attributable to noncontrolling interests(5,751)(4,084)2,594 
Comprehensive income (loss) attributable to Enviri Corporation$(144,697)$(125,043)$(57,317)
See accompanying notes to consolidated financial statements.
59


ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years ended December 31
(In thousands)202520242023
Cash flows from operating activities:   
Net income (loss)$(163,709)$(124,339)$(84,939)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation153,382 148,329 138,956 
Amortization30,575 31,471 32,408 
Deferred income tax (benefit) expense
(3,892)(13,153)6,443 
Equity in (income) loss of unconsolidated entities, net
(155)10 761 
Dividends from unconsolidated entities230 321 — 
Right-of-use assets
31,350 31,546 32,479 
Property, plant and equipment impairment charge7,797 23,444 14,099 
Goodwill and other intangible asset impairment charges— 15,866 — 
Remeasurement of long-lived assets— 10,695 — 
Gain on sale of businesses, net
— (10,478)— 
Stock-based compensation
21,009 16,650 12,916 
Other, net
(9,016)(13,924)(2,749)
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable10,195 45,372 (38,654)
Inventories8,129 (7,642)(6,073)
Contract assets31,551 (11,412)3,475 
Accounts payable7,158 (15,038)(3,590)
Accrued interest payable(297)(413)221 
Accrued compensation312 (12,477)33,871 
Advances on contracts
(16,714)(13,210)(14,160)
Operating lease liabilities(31,121)(30,945)(31,290)
Retirement plan liabilities, net18,704 (5,262)(3,216)
Other assets and liabilities5,919 12,652 23,490 
Net cash provided (used) by operating activities101,407 78,063 114,448 
Cash flows from investing activities:   
Purchases of property, plant and equipment(141,279)(136,591)(139,025)
Proceeds from sale of businesses, net
— 57,633 — 
Proceeds from sales of assets9,772 17,057 6,991 
Expenditures for intangible assets(181)(1,309)(503)
Proceeds from notes receivable— 17,023 11,238 
Net proceeds (payments) from settlement of foreign currency forward exchange contracts(18,189)12,114 4,251 
Other investing activities, net— — 463 
Net cash used by investing activities(149,877)(34,073)(116,585)
Cash flows from financing activities:   
Short-term borrowings, net3,189 (6,198)7,027 
Borrowings and repayments under Revolving Credit Facility, net
119,000 (15,000)52,000 
Borrowings related to refinancing of Revolving Credit Facility
— 107,557 — 
Repayments related to refinancing of Revolving Credit Facility
— (107,557)— 
Repayments of Term Loan
(5,000)(5,000)(5,000)
Cash paid for finance leases and other long-term debt
(19,476)(13,609)(9,478)
Proceeds from other long-term debt
566 — — 
Dividends paid to noncontrolling interests(3,377)(17,095)(5)
Purchase of noncontrolling interests
— (1,197)— 
Contributions from noncontrolling interests— 874 1,654 
Stock-based compensation - Employee taxes paid(12,764)(1,885)(1,426)
60


ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 Years ended December 31
(In thousands)202520242023
Deferred financing costs(1,818)(4,290)— 
Net cash (used) provided by financing activities80,320 (63,400)44,772 
Effect of exchange rate changes on cash, including restricted cash3,340 (15,046)(3,115)
Net increase (decrease) in cash and cash equivalents, including restricted cash35,190 (34,456)39,520 
Cash and cash equivalents, including restricted cash, at beginning of period90,158 124,614 85,094 
Cash and cash equivalents, including restricted cash, at end of period$125,348 $90,158 $124,614 
Supplementary cash flow information:
Purchases of property, plant and equipment included in accounts payable$23,261 $13,158 $12,171 
Reconciliation of cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheets:
Cash and cash equivalents
$103,671 $88,359 $121,239 
Restricted cash
21,677 1,799 3,375 
Cash and cash equivalents, including restricted cash, at end of period
$125,348 $90,158 $124,614 
See accompanying notes to consolidated financial statements.
61


ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
Enviri Corporation Stockholders' Equity
(In thousands, except share amounts)
Common StockAdditional
Paid-in Capital		Retained
Earnings		Accumulated Other
Comprehensive
Income (Loss)		Noncontrolling
Interests
Total
IssuedTreasury
Balances, December 31, 2022$145,448 $(848,570)$225,759 $1,591,448 $(567,635)$53,600 $600,050 
Net income (loss)— — — (82,962)— (1,977)(84,939)
Cash dividends declared:
Noncontrolling interests— — — — — (5)(5)
Total other comprehensive income (loss), net of deferred income taxes of $605
— — — — 25,645 (617)25,028 
Contributions from noncontrolling interests— — — — — 1,654 1,654 
Purchase of subsidiary shares from noncontrolling interest— — 398 — — (398)— 
Vesting of restricted stock units and other stock grants, net 345,195 shares
657 (1,426)(657)— — — (1,426)
Amortization of unearned stock-based compensation, net of forfeitures— — 12,916 — — — 12,916 
Balances, December 31, 2023146,105 (849,996)238,416 1,508,486 (541,990)52,257 553,278 
Net income (loss)— — — (129,651)— 5,312 (124,339)
Cash dividends declared:      
Noncontrolling interests— — — — — (17,095)(17,095)
Total other comprehensive income (loss), net of deferred income taxes of $(8,173)
— — — — 4,605 (1,225)3,380 
Contributions from noncontrolling interests— — — — — 874 874 
Purchase of subsidiary shares from noncontrolling interest— — 775 — — (1,972)(1,197)
Stock appreciation rights exercised, net 603 shares
1 (2)(1)— — — (2)
Vesting of restricted stock units and other stock grants, net 362,339 shares
738 (1,883)(738)— — — (1,883)
Amortization of unearned stock-based compensation, net of forfeitures— — 16,650 — — — 16,650 
Balances, December 31, 2024146,844 (851,881)255,102 1,378,835 (537,385)38,151 429,666 
Net income (loss)— — — (167,601)— 3,892 (163,709)
Cash dividends declared:      
Noncontrolling interests— — — — — (3,377)(3,377)
Total other comprehensive income (loss), net of deferred income taxes of $4,140
— — — — 22,904 1,859 24,763 
Stock appreciation rights exercised, net 12,177 shares
19 (46)(19)— — — (46)
Vesting of restricted stock units and other stock grants, net 482,220 shares
946 (1,934)(946)— — — (1,934)
Vesting of performance share units, 757,324 net shares
1,710 (10,785)(1,710)— — — (10,785)
Amortization of unearned stock-based compensation, net of forfeitures— — 21,009 — — — 21,009 
Balances, December 31, 2025$149,519 $(864,646)$273,436 $1,211,234 $(514,481)$40,525 $295,587 

See accompanying notes to consolidated financial statements.
62

ENVIRI CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies
Consolidation
The Consolidated Financial Statements include all accounts of Enviri Corporation (the "Company"), all entities in which the Company has a controlling voting interest and variable interest entities required to be consolidated in accordance with U.S. GAAP. Intercompany accounts and transactions have been eliminated among consolidated entities. The Company's management has evaluated all activity of the Company and concluded that subsequent events are properly reflected in the Company's Consolidated Financial Statements and the accompanying notes as required by U.S. GAAP.

Going Concern
The Company's cash flow forecasts, combined with existing cash and cash equivalents and borrowings available under the Senior Secured Credit Facilities and the AR Facility, indicate sufficient liquidity to fund the Company's operations for at least the next twelve months. As such, the Company's Consolidated Financial Statements have been prepared on the basis that it will continue as a going concern for a period extending beyond twelve months from the date the consolidated financial statements are issued. This assessment includes the expected ability to meet required financial covenants and the continued ability to draw down on the Senior Secured Credit Facilities, as described in Note 8, Debt and Credit Agreements.

Reclassifications
Reclassifications have been made to prior year amounts to conform with current year classifications. These
reclassifications did not have a material impact on the Company's Consolidated Financial Statements, including the
notes thereto.

Revision of Previously Issued Financial Statements

During the year ended December 31, 2025, management identified certain errors related to the measurement of certain aspects of the defined benefit pension obligation associated with the U.K. pension plan (the “Plan”) administered by the Company. The errors related to the historic application of certain provisions governing pension benefits in the actuarial estimation of the liabilities for certain acquired pension plans merged into the Plan. The errors were identified by the Company during a review of the Plan in preparation for the potential buy-out of the Plan’s liabilities by an insurance company.

Management evaluated the identified errors in accordance with ASC 250, Accounting Changes and Error Corrections, and applicable SEC guidance, including SAB 99, considering both quantitative and qualitative factors. Management concluded that the errors were not material to the Company’s previously issued consolidated financial statements for any individual period. However, due to the cumulative impact of these errors, the Company revised the prior-period financial statements.

The revisions primarily affected Retirement plan assets and Retained earnings with corresponding impacts to Defined benefit pension income (expense) and Accumulated other comprehensive income (loss). In connection with the revision, the Company also corrected other previously identified immaterial errors. The revision did not impact the Company’s previously reported net cash flows or compliance with debt covenants.
63

The impact of revising the Company’s Consolidated Balance Sheets for the period presented is as follows:

December 31, 2024
(In thousands)
As Previously Reported
Revision
As Revised
ASSETS
Trade accounts receivable, net$260,690 $1,377 $262,067 
Inventories182,042 1,017 183,059 
Total current assets710,525 2,394 712,919 
Right-of-use assets, net92,153 (3,241)88,912 
Retirement plan assets
73,745 (16,123)57,622 
Deferred income tax assets17,578 (125)17,453 
Other assets53,744 1,373 55,117 
Total assets$2,650,233 $(15,722)$2,634,511 
LIABILITIES
Income taxes payable$5,747 $346 $6,093 
Current portion of operating lease liabilities26,049 (48)26,001 
Total current liabilities566,382 298 566,680 
Operating lease liabilities67,998 (3,193)64,805 
Deferred tax liabilities26,796 5,733 32,529 
Other liabilities55,136 1,373 56,509 
Total liabilities2,200,634 4,211 2,204,845 
ENVIRI CORPORATION STOCKHOLDERS' EQUITY
Accumulated other comprehensive loss(538,964)1,579 (537,385)
Retained earnings1,400,347 (21,512)1,378,835 
Total Enviri Corporation stockholders’ equity411,448 (19,933)391,515 
Total equity449,599 (19,933)429,666 
Total liabilities and equity$2,650,233 $(15,722)$2,634,511 

64

The impact of revising the Consolidated Statements of Operations for all periods presented is as follows:
Years Ended December 31
2024
2023
(In thousands, except per share amounts)
As Previously Reported
Revision
As Revised
As Previously ReportedRevisionAs Revised
Revenues from continuing operations:
Service revenues
$1,970,193 $7,588 $1,977,781 $1,931,712 $(864)$1,930,848 
Product revenues
372,452 (7,096)365,356 434,308 1,031 435,339 
Total revenues2,342,645 492 2,343,137 2,366,020 167 2,366,187 
Cost and expenses from continuing operations:
Cost of services sold
1,557,473 5,918 1,563,391 1,511,689 (592)1,511,097 
Cost of products sold
345,114 (4,395)340,719 404,442 (6,816)397,626 
Totals costs and expenses2,310,900 1,523 2,312,423 2,286,082 (7,408)2,278,674 
Operating income (loss) from continuing operations31,745 (1,031)30,714 79,938 7,575 87,513 
Defined benefit pension income (expense)(16,728)(879)(17,607)(21,574)(752)(22,326)
Income from continuing operations before income taxes and equity income(101,670)(1,910)(103,580)(52,670)6,823 (45,847)
Income tax benefit (expense) from continuing operations
(17,066)232 (16,834)(30,866)(3,664)(34,530)
Net income(122,661)(1,678)(124,339)(88,098)3,159 (84,939)
Net income (loss) attributable to Enviri Corporation common stockholders$(127,973)$(1,678)$(129,651)$(86,121)$3,159 $(82,962)
Amounts attributable to Enviri Corporation common stockholders:
Income (loss) from continuing operations, net of tax
$(124,058)$(1,678)$(125,736)$(82,320)$3,159 $(79,161)
Net income (loss) attributable to Enviri Corporation common stockholders
$(127,973)$(1,678)$(129,651)$(86,121)$3,159 $(82,962)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders:
Continuing operations
$(1.55)$(0.02)$(1.57)$(1.03)$0.04 $(0.99)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders
$(1.60)$(0.02)$(1.62)$(1.08)$0.04 $(1.04)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders:
Continuing operations
$(1.55)$(0.02)$(1.57)$(1.03)$0.04 $(0.99)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders
$(1.60)$(0.02)$(1.62)$(1.08)$0.04 $(1.04)
65

The impact of revising the Consolidated Statements of Comprehensive Income (Loss) for all periods presented is as follows:
Years Ended December 31
2024
2023
(In thousands)
As Previously Reported
Revision
As Revised
As Previously ReportedRevisionAs Revised
Net income (loss)$(122,661)$(1,678)$(124,339)$(88,098)$3,159 $(84,939)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of deferred taxes
(46,424)318 (46,106)28,988 (877)28,111 
Pension liability adjustment, net of deferred taxes
41,683 3,557 45,240 (1,041)(1,420)(2,461)
Total other comprehensive income (loss)(495)3,875 3,380 27,325 (2,297)25,028 
Total comprehensive income (loss)(123,156)2,197 (120,959)(60,773)862 (59,911)
Comprehensive income (loss) attributable to Enviri Corporation$(127,240)$2,197 $(125,043)$(58,179)$862 $(57,317)

The impact of revising the Consolidated Statement of Cash Flows for all periods presented is as follows:

Years Ended December 31
2024
2023
(In thousands)As Previously ReportedRevisionAs RevisedAs Previously ReportedRevisionAs Revised
Cash flows from operating activities:
Net income (loss)$(122,661)$(1,678)$(124,339)$(88,098)$3,159 $(84,939)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Deferred income tax (benefit) expense(12,798)(355)(13,153)2,965 3,478 6,443 
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable45,864 (492)45,372 (38,487)(167)(38,654)
Inventories(7,534)(108)(7,642)(3,410)(2,663)(6,073)
Accounts payable(15,038)— (15,038)(5,090)1,500 (3,590)
Operating lease liabilities(30,945)— (30,945)(30,698)(592)(31,290)
Retirement plan liabilities, net(6,140)878 (5,262)(3,968)752 (3,216)
Other assets and liabilities10,897 1,755 12,652 28,957 (5,467)23,490 
Net cash provided (used) by operating activities78,063 — 78,063 114,448 — 114,448 
Net cash used by investing activities(34,073)— (34,073)(116,585)— (116,585)
Net cash (used) provided by financing activities(63,400)— (63,400)44,772 — 44,772 
Effect of exchange rate changes on cash, including restricted cash(15,046)— (15,046)(3,115)— (3,115)
Net increase (decrease) in cash and cash equivalents, including restricted cash(34,456)— (34,456)39,520 — 39,520 
Cash and cash equivalents, including restricted cash, at beginning of period124,614 — 124,614 85,094 — 85,094 
Cash and cash equivalents, including restricted cash, at end of period$90,158 $— $90,158 $124,614 $— $124,614 

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The impact of revising the Consolidated Statements of Equity for all periods presented is as follows:


As Previously Reported
Enviri Corporation Stockholders' Equity
(In thousands, except share amounts)
Common StockAdditional
Paid-in Capital		Retained
Earnings		Accumulated Other
Comprehensive
Income (Loss)		Noncontrolling
Interests		Total
IssuedTreasury
Balances, December 31, 2022$145,448 $(848,570)$225,759 $1,614,441 $(567,636)$53,600 $623,042 
Net income (loss)— — — (86,121)— (1,977)(88,098)
Cash dividends declared:
Noncontrolling interests— — — — — (5)(5)
Total other comprehensive income (loss), net of deferred income taxes of $605
— — — — 27,942 (617)27,325 
Contributions from noncontrolling interests— — — — — 1,654 1,654 
Purchase of subsidiary shares from noncontrolling interest— — 398 — — (398)— 
Vesting of restricted stock units and other stock grants, net 345,195 shares
657 (1,426)(657)— — — (1,426)
Amortization of unearned stock-based compensation, net of forfeitures— — 12,916 — — — 12,916 
Balances, December 31, 2023146,105 (849,996)238,416 1,528,320 (539,694)52,257 575,408 
Net income (loss)— — — (127,973)— 5,312 (122,661)
Cash dividends declared:      
Noncontrolling interests— — — — — (17,095)(17,095)
Total other comprehensive income (loss), net of deferred income taxes of $(8,173)
— — — — 730 (1,225)(495)
Contributions from noncontrolling interests— — — — — 874 874 
Purchase of subsidiary shares from noncontrolling interest— — 775 — — (1,972)(1,197)
Stock appreciation rights exercised, net 603 shares
1 (2)(1)— — — (2)
Vesting of restricted stock units and other stock grants, net 362,339 shares
738 (1,883)(738)— — — (1,883)
Amortization of unearned stock-based compensation, net of forfeitures— — 16,650 — — — 16,650 
Balances, December 31, 2024$146,844 $(851,881)$255,102 $1,400,347 $(538,964)$38,151 $449,599 
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Revision
Enviri Corporation Stockholders' Equity
(In thousands, except share amounts)
Common StockAdditional
Paid-in Capital		Retained
Earnings		Accumulated Other
Comprehensive
Income (Loss)		Noncontrolling
Interests		Total
IssuedTreasury
Balances, December 31, 2022$— $— $— $(22,993)$1 $— $(22,992)
Net income (loss)— — — 3,159 — — 3,159 
Cash dividends declared:
Noncontrolling interests— — — — — — — 
Total other comprehensive income (loss), net of deferred income taxes
— — — — (2,297)— (2,297)
Contributions from noncontrolling interests— — — — — — — 
Purchase of subsidiary shares from noncontrolling interest— — — — — — — 
Vesting of restricted stock units and other stock grants
— — — — — — — 
Amortization of unearned stock-based compensation, net of forfeitures— — — — — — — 
Balances, December 31, 2023— — — (19,834)(2,296)— (22,130)
Net income (loss)— — — (1,678)— — (1,678)
Cash dividends declared:      
Noncontrolling interests— — — — — — — 
Total other comprehensive income (loss), net of deferred income taxes
— — — — 3,875 — 3,875 
Contributions from noncontrolling interests— — — — — — — 
Purchase of subsidiary shares from noncontrolling interest— — — — — — — 
Stock appreciation rights exercised
— — — — — — — 
Vesting of restricted stock units and other stock grants
— — — — — — — 
Amortization of unearned stock-based compensation, net of forfeitures— — — — — — — 
Balances, December 31, 2024$— $— $— $(21,512)$1,579 $— $(19,933)
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As Revised
Enviri Corporation Stockholders' Equity
(In thousands, except share amounts)
Common StockAdditional
Paid-in Capital		Retained
Earnings		Accumulated Other
Comprehensive
Income (Loss)		Noncontrolling
Interests		Total
IssuedTreasury
Balances, December 31, 2022$145,448 $(848,570)$225,759 $1,591,448 $(567,635)$53,600 $600,050 
Net income (loss)— — — (82,962)— (1,977)(84,939)
Cash dividends declared:
Noncontrolling interests— — — — — (5)(5)
Total other comprehensive income (loss), net of deferred income taxes of $605
25,645 (617)25,028 
Contributions from noncontrolling interests— — — — — 1,654 1,654 
Purchase of subsidiary shares from noncontrolling interest— — 398 — — (398)— 
Vesting of restricted stock units and other stock grants, net 345,195 shares
657 (1,426)(657)— — — (1,426)
Amortization of unearned stock-based compensation, net of forfeitures— — 12,916 — — — 12,916 
Balances, December 31, 2023146,105 (849,996)238,416 1,508,486 (541,990)52,257 553,278 
Net income (loss)— — — (129,651)— 5,312 (124,339)
Cash dividends declared:      
Noncontrolling interests— — — — — (17,095)(17,095)
Total other comprehensive income (loss), net of deferred income taxes of $(8,173)
— — — — 4,605 (1,225)3,380 
Contributions from noncontrolling interests— — — — — 874 874 
Purchase of subsidiary shares from noncontrolling interest— — 775 — — (1,972)(1,197)
Stock appreciation rights exercised, net 603 shares
1 (2)(1)— — — (2)
Vesting of restricted stock units and other stock grants, net 362,339 shares
738 (1,883)(738)— — — (1,883)
Amortization of unearned stock-based compensation, net of forfeitures— — 16,650 — — — 16,650 
Balances, December 31, 2024146,844 (851,881)255,102 1,378,835 (537,385)38,151 429,666 

Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits and short-term investments that are highly liquid in nature and have an original maturity of three months or less.

Restricted Cash
The Company had restricted cash of $21.7 million and $1.8 million at December 31, 2025 and 2024, respectively, and the restrictions are primarily related to collateral provided for certain guarantees of the Company’s performance.

Accounts Receivable
Accounts receivable are stated at net realizable value, which represents the face value of the receivable, less an allowance for expected credit losses. The allowance for expected credit losses is maintained for expected lifetime losses resulting from the inability of customers to make required payments.

The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. When required, the Company adjusts the loss-rate methodology to account for current conditions and reasonable and supportable expectations of future economic and market conditions. The Company generally assesses future economic conditions for a period which corresponds with the contractual life of its accounts receivable. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.
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Accounts Receivable Securitization Facility
Under the AR Facility, the Company and its subsidiaries continuously sell their trade receivables as they are originated to the Company’s SPE. The Company controls and, therefore, consolidates the SPE in its consolidated financial statements. The SPE transfers ownership and control of qualifying receivables to the banking counterparty to the AR Facility up to the maximum purchase commitment. The Company and its related subsidiaries have no continuing involvement in the transferred accounts receivable, other than collection and administrative responsibilities, and, once sold, the receivables are no longer available to satisfy creditors of the Company or the related subsidiaries. The Company accounts for receivables sold to the banking counterparty as a sale of financial assets and derecognizes the trade receivables from the Company's Consolidated Balance Sheets.

Fees incurred for the AR Facility are deferred and are expensed over the term of the agreement. Unamortized costs are included in Other assets in the Company's Consolidated Balance Sheets and the related recognized expense is recorded in Facility fees and debt-related income (expense) on the Consolidated Statements of Operations.

Inventories
Inventories are accounted for using the average cost, first-in, first-out ("FIFO") or last-in, first-out ("LIFO") method. Inventory accounted for under the average cost and FIFO methods are stated at the lower of cost or net realizable value. Inventory accounted for under the LIFO method is stated at the lower of cost or market. See Note 5, Inventories for additional information.

Property, Plant and Equipment
Property, plant and equipment ("PP&E") is recorded at cost and depreciated over the estimated useful lives of the assets using, principally, the straight-line method. When PP&E is retired from service, the cost of the retirement is charged to the allowance for depreciation to the extent of the accumulated depreciation and the balance is charged to income. Long-lived assets to be disposed of by sale are not depreciated while they are classified as held-for-sale.

Leases
The Company leases certain property and equipment under noncancelable lease agreements. The Company determines if a contract or arrangement contains a lease at inception. All leases are evaluated and classified as either an operating or finance lease. A lease is classified as a finance lease if any of the following criteria are met: (i) ownership of the underlying asset transfers to the Company by the end of the lease term; (ii) the lease contains an option to purchase the underlying asset that the Company is reasonably expected to exercise; (iii) the lease term is for a major part of the remaining economic life of the underlying asset; (iv) the present value of the sum of lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset; or (v) the underlying asset is of a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease that does not meet any of the finance lease classification criteria is classified as an operating lease.
Operating leases are included as Right-of-use assets, net, Current portion of operating lease liabilities, and Operating lease liabilities on the Consolidated Balance Sheets. ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit rate for use in determining the present value of future payments, the Company uses an incremental borrowing rate. This incremental borrowing rate reflects the creditworthiness of the Company for a lending period commensurate to the term of the lease, the standard lending practices related to such loans in the respective jurisdiction where the underlying assets are located and the local currency in which the lease is denominated. ROU assets also include any lease payments made prior to or at the lease commencement date and initial direct costs incurred, and may be reduced by any lease incentives received by the lessor. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term, including rent abatement periods and rent holidays. Certain of the Company's leases are subject to annual changes in an index or are subject to adjustments for which the amounts are not readily determinable at lease inception. While lease liabilities are not remeasured as a result of changes to these costs, changes are treated as variable lease payments and recognized in the period in which the obligation for those payments were incurred.
Finance leases are included as PP&E, net; Current maturities of long-term debt and Long-term debt on the Consolidated Balance Sheets. Finance lease costs are split between depreciation expense related to the asset and interest expense on the lease liability, using the effective rate charged by the lessor.

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The Company has lease agreements with both lease and non-lease components, which the Company has elected to account for as a single lease component. Additionally, the Company has elected not to record short-term leases, those with expected terms of twelve months or less, on the Company's Consolidated Balance Sheets. See Note 8, Debt and Credit Agreements and Note 9, Leases for additional information on leases.

Goodwill
In accordance with U.S. GAAP, goodwill is not amortized and is tested for impairment at least annually or more frequently if indicators of impairment exist or if a decision is made to dispose of a business. Goodwill is assigned among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment for which discrete financial information is available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include declining cash flows or operating losses at the reporting unit level, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel or a "more likely than not" expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of, among others.
In applying the goodwill impairment test, the Company has the option to perform a qualitative test, a quantitative test or both. Under the qualitative test, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting units is less than its carrying value. Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit specific events. If after assessing these qualitative factors, the Company determines it is “more likely than not” that the fair value of the reporting unit is less than the carrying value, the Company would perform a quantitative test.
The quantitative approach of testing for goodwill impairment involves comparing the current fair value of each reporting unit to the carrying value, including goodwill. The Company uses a discounted cash flow model (“DCF model”) to estimate the current fair value of reporting units, as the Company's management believes forecasted operating cash flows are the best indicator of current fair value. A number of significant assumptions and estimates are involved in the preparation of DCF models including future revenues and operating margin growth, the weighted-average cost of capital (“WACC”), tax rates, capital spending, pension funding, the impact of business initiatives and working capital projections. These assumptions and estimates may vary significantly among reporting units. DCF models are based on approved long-range plans for the early years and historical relationships and projections for later years. WACC rates are derived from internal and external factors including, but not limited to, the average market price of the Company's stock, shares outstanding, book value of the Company's debt, the long-term risk-free interest rate, and both market and size-specific risk premiums. Due to the many variables noted above and the relative size of the Company's goodwill, differences in assumptions may have a material impact on the results of the Company's annual goodwill impairment testing. The result of the DCF model is also informed by a market approach. If the net book value of a reporting unit were to exceed the Company's determination of the current fair value, then an impairment charge would be recognized as the difference between the fair value and the carrying value. See Note 7, Goodwill and Other Intangible Assets for additional information.
Long-Lived Assets Impairments (Other than Goodwill)
Long-lived assets or asset groups are reviewed for impairment when events and circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company's policy is to determine if an impairment loss exists when it is determined that the carrying amount of the asset or asset group exceeds the sum of the expected undiscounted future cash flows resulting from use of the asset or asset group and its eventual disposition. Impairment losses are measured as the amount by which the carrying amount of the asset or asset group exceeds its fair value, normally as determined in either open market transactions or through the use of a DCF model. Long-lived assets or asset groups to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. See Note 7, Goodwill and Other Intangible Assets and Note 18, Other (Income) Expenses, Net for additional information.

Deferred Financing Costs
The Company has incurred debt issuance costs, which are recognized as a reduction of Long-term debt on the Consolidated Balance Sheets. Debt issuance costs are amortized and recognized over the contractual term of the related indebtedness or shorter period, if appropriate, based upon contractual terms in Interest expense on the Consolidated Statements of Operations. Whenever indebtedness is modified from its original terms, an evaluation is made whether an accounting modification or extinguishment has occurred in order to determine the accounting treatment for debt issuance costs related to the debt modification. If the evaluation results in a gain (loss) on extinguishment of debt, the amount would be included in Facility fees and debt-related income (expense) on the Consolidated Statements of Operations. If the evaluation results in a modification of debt, unamortized costs would be amortized over the new contractual term.
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Revenue Recognition
The Company recognizes revenues to depict the transfer of promised services and products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services or products. Total revenues include service revenues from the Company's HE, CE and Rail segments and product revenues from the Company's HE and Rail segments.
Harsco Environmental - HE provides on-site services, under long-term contracts which may contain multiple performance obligations for material logistics, product quality improvement and resource recovery from iron, steel and metals manufacturing, and the production of aluminum dross and scrap processing systems.

•Service revenues are recognized over time as the customer simultaneously receives the benefits provided by the Company's performance. The Company utilizes an output method based on work performed, including liquid steel tons processed, weight of material handled, etc., to measure progress, which is deemed to best depict the transfer of value to the customer and revenue earned by the Company. Transaction prices are based on contractual terms, which may include both fixed and variable portions. The fixed portion is recognized as earned, which is typically monthly, over the contractual period. The variable portion is recognized as services are performed and differs based on the volume of services performed. Given the long-term nature of these arrangements, most contracts permit periodic adjustment of either the variable or both the fixed and variable portions based on the changes in macroeconomic indicators, including changes in commodity prices. Transaction prices, when the standalone selling price is not directly observable, are allocated to performance obligations utilizing an expected cost plus a margin approach. Amounts are typically billed and payable on a monthly basis as services are performed.
•Product revenues are recognized at the point when control transfers to the customer. Control generally transfers at the point of shipment for domestic orders and in accordance with the international commercial terms included in contracts for export sales. Transaction prices are based on contractual terms, which are generally fixed and when the standalone selling price is not directly observable, allocated to performance obligations utilizing an adjusted market assessment approach. Amounts are billed and payable upon completion of each transaction.
•Product revenues in the aluminum dross and scrap process systems business are generally recognized over time as control is transferred to the customer. Control transfers over time because aluminum dross and scrap systems are customized, have no alternate use and the Company has an enforceable right to payment. The Company utilizes an input method based on costs incurred ("cost-to-cost method") to measure progress, which is deemed to best depict the transfer of value to the customer and revenue earned by the Company. Transaction prices are based on contractual terms, which are generally fixed, and when the standalone selling price is not directly observable, allocated to performance obligations utilizing an adjusted market assessment approach. The Company may receive periodic payments associated with key milestones with any remaining consideration billed and payable upon completion of the transaction.

Clean Earth - This Segment provides specialty waste processing and beneficial reuse solutions for hazardous wastes, and soil and dredged materials.

•Revenues are recognized over time as the customer simultaneously receives the benefits provided by the Company's performance. The Company utilizes an output method based on the amount of materials received for processing to measure progress, which is deemed to best depict the transfer of value to the customer and revenue earned by the Company. Transaction prices are based on contractual terms, which are principally variable based on volume and recognized as services are performed. Amounts are typically billed and payable on a monthly basis.

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Harsco Rail - This business sells railway track maintenance equipment, after-market parts and safety and diagnostic equipment and provides railway track maintenance services. Certain contracts may contain multiple performance obligations, such as a sale of equipment with services and spare parts.

•For standard railway track maintenance equipment sales, revenue is recognized at the point when control transfers to the customer. Control generally transfers at the point of shipment for domestic orders and in accordance with the international commercial terms included in contracts for export sales. In certain railway track maintenance equipment sales, revenue is recognized over time because such equipment is highly customized, has no alternate use and the Company has an enforceable right to payment. Rail uses the cost-to-cost method to measure progress because it is the measure that best depicts the transfer of control to the customer, which occurs as costs are incurred under the contracts. Under the cost-to-cost method, the extent of progress towards completion is based on the ratio of costs incurred to total estimated costs at completion, which includes both actual costs already incurred and the estimated costs to complete. Accounting for contracts with customers using the cost-to-cost method requires significant judgment relative to assessing risks, which may include estimating contract revenues (including estimates of variable consideration, if applicable, as well as estimating any liquidating damages or penalties related to performance), estimating contract costs (including estimating engineering costs to design the machine and the material, labor and overhead manufacturing costs to build the machine), making assumptions for schedule and technical items, properly executing the engineering and design phases consistent with customer expectations; the availability and costs of labor and material resources, productivity and evaluating whether a significant financing component is present. Due to the number of years it may take to complete certain contracts and the scope and nature of the work required to be performed on those contracts, estimating total revenues and costs at completion is inherently complicated and subject to many variables. Transaction prices are based on contracted terms, which are generally fixed, and when the standalone selling price is not directly observable, allocated to performance obligations utilizing either the adjusted market assessment or expected cost plus a margin approach. For certain transactions, the Company receives periodic payments associated with key milestones. In limited instances, those payments are intended to provide financing, with such transactions being treated as including a significant financing component. Any remaining consideration is billed and payable upon completion of the transaction. Railway track maintenance equipment revenue of approximately $32.0 million, $48.5 million and $70.9 million was recognized using the cost-to-cost method in 2025, 2024, and 2023, respectively.
•For after-market parts sales and safety and diagnostics equipment, revenue is recognized at the point when control transfers to the customer. Control generally transfers to the customer at the point of shipment for domestic orders and in accordance with the international commercial terms included in contracts for export sales. Transaction prices are based on contracted terms, which are generally fixed, and when the standalone selling price is not directly observable, allocated to performance obligations utilizing an adjusted market assessment approach. Amounts are billed and payable upon completion of each contract.
•For railway track maintenance services, revenue is recognized over time as the customer simultaneously receives the benefits provided by the Company's performance. The Company utilizes an appropriate output method based on work performed, including footage, miles, shifts worked, etc., to measure progress, which is deemed to best depict the transfer of value to the customer and revenue earned by the Company. Transaction prices are based on contracted terms, which are generally variable. The variable portion is recognized as services are performed and differs based on the value of services. Given the long-term nature of these arrangements, most contracts permit periodic adjustment based on the changes in macroeconomic indicators. Transaction prices, when the standalone selling price is not directly observable, are allocated to performance obligations utilizing an expected cost plus a margin approach. Amounts are typically billed and payable on a monthly basis as services are performed.

The Company has elected to utilize the following practical expedients on an ongoing basis:

•The Company has not adjusted the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers the promised good or services to the customer and when the customer pays for that good or service would be one year or less; and
•The Company has elected to exclude disclosures related to unsatisfied performance obligations where the related contract has a duration of one year or less; or where the consideration is entirely variable. Accordingly, the Company's disclosure related to unsatisfied performance obligations in Note 17, Revenue Recognition is limited to the fixed portion of fees related to revenues from services and products in HE and Rail.

73

Taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Additionally, in certain contracts, the Company facilitates shipping and handling activities after control has transferred to the customer. The Company has elected to record all shipping and handling activities as costs to fulfill a contract. In situations where the shipping and handling costs have not been incurred at the time revenue is recognized, the respective shipping and handling costs are accrued.

Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in net income (loss) in the period that includes the enactment date.
The Company records deferred tax assets to the extent that the Company believes that these assets will more likely than not be realized. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial results. If the Company determines that it will not be able to realize deferred income tax assets in the future, a valuation allowance is recorded. If sufficient positive evidence arises in the future indicating that all or a portion of the deferred tax assets meet the more likely than not standard for realization, the valuation allowance would be reduced accordingly in the period that such a conclusion is reached.
The Company prepares and files tax returns based on interpretation of tax laws and regulations and records its provision for income taxes based on these interpretations. Uncertainties may exist in estimating the Company's tax provisions and in filing tax returns in the many jurisdictions in which the Company operates, and as a result these interpretations may give rise to an uncertain tax position. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on its technical merits. Each subsequent period, the Company determines if existing or new uncertain tax positions meet a more likely than not recognition threshold and adjusts accordingly.
The Company recognizes interest and penalties related to unrecognized tax benefits within Income tax expense in the accompanying Consolidated Statements of Operations. Liabilities for uncertain tax positions are included in Other liabilities on the Consolidated Balance Sheets.
The significant assumptions and estimates described in the preceding paragraphs are important contributors to the effective tax rate each year.
See Note 11, Income Taxes for additional information.
Accrued Insurance and Loss Reserves
The Company retains a significant portion of the risk for certain U.S. workers' compensation, U.K. employers' liability, automobile, general and product liability losses. Insurance reserves have been recorded that reflect the undiscounted estimated liabilities including claims incurred but not reported. When a recognized liability is covered by third-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Changes in the estimates of the reserves are included in net income (loss) in the period determined. During the years ended December 31, 2025, 2024 and 2023, the Company recorded insurance reserve adjustments that increased (decreased) pre-tax insurance expense from continuing operations for self-insured programs by $0.6 million, $(1.1) million and $1.6 million, respectively. At December 31, 2025 and 2024, the Company has recorded liabilities of $36.9 million and $30.3 million, respectively, related to both asserted as well as unasserted insurance claims. Included in the balances at December 31, 2025 and 2024 were $9.8 million and $5.9 million, respectively, of recognized liabilities covered by insurance carriers. Amounts estimated to be paid within one year have been included in Other current liabilities, with the remainder included in Other liabilities on the Company's Consolidated Balance Sheets.

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Foreign Currency Translation
The financial statements of the Company's subsidiaries outside the U.S., except for Turkey and Argentina, in which the functional currency of these entities is the U.S. dollar as a result of being located in highly inflationary economies, are measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rates at the balance sheet date. Resulting translation adjustments are recorded in the cumulative foreign currency translation adjustment account, a separate component of AOCI, on the Consolidated Balance Sheets. Income and expense items are translated at average monthly exchange rates. Gains and losses from foreign currency transactions are included in Operating income from continuing operations. For subsidiaries operating in highly inflationary economies, and those entities for which the U.S. dollar is the currency of the primary economic environment in which the entity operates, gains and losses on foreign currency transactions and balance sheet translation adjustments are included in Operating income from continuing operations.

Financial Instruments and Hedging
The Company has operations throughout the world that are exposed to fluctuations in related foreign currencies in the normal course of business. The Company seeks to reduce exposure to foreign currency fluctuations through the use of forward exchange contracts. The Company does not hold or issue financial instruments for trading purposes, and it is the Company's policy to prohibit the use of derivatives for speculative purposes. The Company has a Foreign Currency Risk Management Committee that meets periodically to monitor foreign currency risks.
The Company executes foreign currency exchange forward contracts to hedge transactions for firm purchase commitments, to hedge variable cash flows of forecasted transactions and for export sales denominated in foreign currencies. These contracts are generally for 90 days or less; however, where appropriate, longer-term contracts may be utilized. For those contracts that are designated as qualified cash flow hedges, gains or losses are recorded in AOCI on the Consolidated Balance Sheets.
The Company uses interest rate swaps in conjunction with certain debt issuances in order to secure a fixed interest rate. The interest rate swaps are recorded on the Consolidated Balance Sheets at fair value, with changes in value attributed to the effect of the swaps’ interest spread and changes in the credit worthiness of the counter-parties recorded in AOCI. 
Amounts recorded in AOCI on the Consolidated Balance Sheets are reclassified into income in the same period or periods during which the hedged forecasted transaction affects income. The cash flows from these contracts are classified consistent with the cash flows from the transaction being hedged (e.g., the cash flows related to contracts to hedge the purchase of fixed assets are included in cash flows from investing activities, etc.). The Company also enters into certain forward exchange contracts that are not designated as hedges. Gains and losses on these contracts are recognized in the Consolidated Statements of Operations based on changes in fair market value. For fair value hedges of a firm commitment, the gain or loss on the derivative and the offsetting gain or loss on the hedged firm commitment are recognized concurrently in the Consolidated Statements of Operations.
See Note 15, Financial Instruments, for additional information.

Earnings Per Share
Basic earnings per share are calculated using the weighted-average shares of common stock outstanding, while diluted earnings per share reflect the dilutive effects of stock-based compensation. Dilutive securities are not included in the computation of loss per share when the Company reports a net loss from continuing operations, as the impact would be anti-dilutive. All share and per share amounts are restated for any stock splits and stock dividends that occur prior to the issuance of the financial statements. See Note 13, Capital Stock for additional information.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from those estimates.
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2. Recently Adopted and Recently Issued Accounting Standards
The following accounting standards were adopted in 2025:

For the year ended December 31, 2025, the Company adopted changes issued by FASB, which require greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid for each annual reporting period. The Company applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. The adoption of these changes did not have any material impact on the Company's Consolidated Financial Statements. See Note 11, Income Taxes for details.

The following accounting standards have been issued and become effective for the Company at a future date:

In December 2025, the FASB issued an update that provides authoritative guidance on the recognition, measurement and presentation of government grants received by business entities. This update defines government grants and establishes recognition criteria and disclosure requirements. This update becomes effective starting with the Company's annual financial statements for the year ended December 31, 2028 and includes the interim periods within each annual reporting period. Early adoption is permitted. The Company is currently evaluating the impact that this update will have on the Company's financial statements.

In July 2025, the FASB issued guidance that provides an optional practical expedient for estimating future credit losses based on current accounts receivable and current contract assets that arise from certain contracts with customers. This becomes effective for annual reporting periods beginning after the year ended December 2025 and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact that this change will have on the Company's financial statements.

In November 2024, the FASB issued changes which require disaggregated disclosure of income statement expenses within the footnotes to the financial statement for each interim and annual reporting period. The changes become effective starting with the Company's annual financial statements for the year ended December 31, 2027 and will be in effect for the Company's interim financial statements after December 31, 2027. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that this change will have on the Company's disclosures.

3. Discontinued Operations and Dispositions

Harsco Environmental Segment
On April 1, 2024, the Company completed the sale of Performix, a subsidiary of HE, for $17.5 million, subject to normal post-closing adjustments, and recognized a gain on the sale of $1.8 million (or approximately $1.3 million after-tax). The most material classes of assets on the date of the sale were Accounts receivable of $4.7 million and Goodwill of $5.3 million.

On August 29, 2024, the Company completed the sale of Reed, a subsidiary of HE, for $45.0 million subject to normal post-closing adjustments, and recognized a gain on sale of $8.7 million (or approximately $2.8 million after-tax). The most material classes of assets and liabilities on the date of the sale were Trade accounts receivable, net of $9.9 million, Inventories of $7.1 million, Property, plant and equipment ("PP&E") net of $10.7 million, Goodwill of $13.7 million and Accounts payable of $6.9 million.

Other
Discontinued operations include costs directly attributable to retained contingent liabilities of other previously disposed businesses.

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4. Trade Accounts Receivables and Other Receivables*
Accounts receivable consist of the following:
(In thousands)December 31
2025		December 31
2024
Trade accounts receivable$278,488 $277,181 
Less: Allowance for expected credit losses
(11,049)(15,114)
Trade accounts receivable, net$267,439 $262,067 
Other receivables (a)
$46,930 $40,439 
(a)Other receivables include employee receivables, insurance receivable, tax claims and refunds and other miscellaneous receivables not included in Trade accounts receivable, net.
The provision for expected credit losses related to trade accounts receivable was as follows:
 Years Ended December 31
(In thousands)202520242023
Change in provision for expected credit losses
$(3,226)$2,821 $7,042 
At December 31, 2025, $8.2 million of the Company's trade accounts receivable were past due by twelve months or more, with $6.1 million of this amount reserved. The change in provision for credit losses during 2025 includes recoveries totaling of $3.4 million of a previously reserved balance for an HE customer who had become insolvent in the fourth quarter of 2024. The 2024 reserve was $3.7 million.
Accounts Receivable Securitization Facility
In June 2022, the Company and its SPE entered into an AR Facility with PNC Bank, National Association ("PNC") to accelerate cash flows from trade accounts receivable. On October 1, 2024, the Company renewed the AR Facility for a three-year term expiring in October 2027. The maximum purchase commitment by PNC was $150.0 million as of December 31, 2024 and was increased to $160.0 million, as amended in February 2025.

The total outstanding balance of trade receivables that have been sold and derecognized by the SPE is $160.0 million as of December 31, 2025. The SPE owned $47.5 million and $63.8 million of the Company's trade receivables as of December 31, 2025 and 2024, respectively, which are included in the caption Trade accounts receivable, net, on the Consolidated Balance Sheets.

In 2022, the Company capitalized fees of $1.8 million related to the AR Facility, which are amortized into Facility fees and debt-related income (expense) on a straight-line basis over the AR Facility term on the Consolidated Statements of Operations. In 2024, the Company capitalized fees of $0.4 million related to the renewal of the AR Facility which will be amortized into Facility fees and debt-related income (expense) over the new term on a straight-line basis. These deferred fees totaled $0.3 million, $0.5 million and $0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively and are reflected in Facility fees and debt-related income (expense) in the Consolidated Statements of Operations. For the years ended December 31, 2025, 2024, and 2023, the Company incurred AR facility expenses of $8.9 million, $9.5 million, and $9.1 million, respectively, which were reflected in Facility fees and debt-related income (expense) in the Consolidated Statements of Operations.

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Factoring Arrangements
The Company maintains factoring arrangements with a financial institution to sell certain accounts receivable that are also accounted for as a sale of financial assets. The following table reflects balances for net amounts sold and program capacities for the arrangements:

(In millions)December 31
2025		December 31
2024
Net amounts sold under factoring arrangements$16.4 $13.3 
Program capacities21.118.6

Note Receivable
In January 2020, the Company sold IKG for $85.0 million including cash and a note receivable, subject to post-closing adjustments. The note receivable from the buyer has a face value of $40.0 million, bearing interest at 2.50%, that is paid in kind and matures on January 31, 2027. Due to a change in control of the ownership of IKG during 2024, prepayment of the note was required, as defined in the note receivable agreement. As such, the Company received a payment of $17.0 million in 2024, resulting in a pre-tax gain of $2.7 million reflected in the caption Interest income on the Consolidated Statement of Operations.

*Previously issued 2023 and 2024 amounts have been revised due to the correction of immaterial errors as discussed in Note 1, Summary of Significant Accounting Policies under "Revision of Previously Issued Financial Statements:".

5. Inventories*
Inventories consist of the following:
(In thousands)December 31
2025		December 31
2024
Finished goods$11,057 $14,344 
Work-in-process13,679 15,629 
Raw materials and purchased parts107,056 108,381 
Stores and supplies48,756 44,705 
Total inventories$180,548 $183,059 
Valued at lower of cost or market:  
LIFO basis$92,939 $96,680 
FIFO basis22,306 19,761 
Average cost basis65,303 66,618 
Total inventories$180,548 $183,059 
Inventories valued on a LIFO basis at December 31, 2025 and December 31, 2024 were approximately $24 million and $21 million, respectively, less than the amounts of such inventories valued at current costs. During 2024, as a result of reducing certain inventory quantities valued on a LIFO basis, loss from continuing operations decreased from that which would have been recorded on a FIFO basis by $2.6 million. There was no significant impact on loss from continuing operations as a result of reducing certain inventory quantities valued on a LIFO basis during 2025 or 2023.








*Previously issued 2023 and 2024 amounts have been revised due to the correction of immaterial errors as discussed in Note 1, Summary of Significant Accounting Policies under "Revision of Previously Issued Financial Statements".

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6. Property, Plant and Equipment, Net
PP&E consist of the following:
(In thousands)Estimated
Useful Lives		December 31
2025		December 31
2024
Land and improvements
5-20 years
$95,324 $94,551 
Buildings and improvements (a)
10-30 years
250,452 225,688 
Machinery and equipment (b)
3-20 years
1,731,009 1,576,298 
Uncompleted construction—47,837 53,441 
Gross property, plant and equipment 2,124,622 1,949,978 
Less: Accumulated depreciation (1,424,958)(1,285,686)
Property, plant and equipment, net $699,664 $664,292 
(a) Buildings and improvements include leasehold improvements that are amortized over the shorter of their useful lives or the term of the lease.
(b) Includes information technology hardware and software.
In 2025, the Company recorded an impairment charge of $7.8 million related to its decision to exit a downstream products business in France, which is included in the caption Property, plant and equipment impairment charge in the Consolidated Statements of Operations.
In 2024, due to lower revenue projections at an HE location in the United States, the Company performed testing which determined that the undiscounted future cash flows were lower than the net book value of the assets at the location. The assets primarily included machinery and equipment along with other PP&E. The Company used a DCF model to estimate the current fair value of the PP&E (Level 3). As a result of this test, the fair value was less than book value and an impairment charge of $13.9 million was recorded, which is included in the caption Property, plant and equipment impairment charge in the Consolidated Statements of Operations.
In 2024, an impairment charge of $9.5 million was recorded at an HE location in the Middle East due to a change in the expected long-term use of the asset which is included in the caption Property, plant and equipment impairment charge in the Consolidated Statements of Operations.
In 2023, the Company recorded an impairment charge of $14.1 million related to abandoned equipment at a customer site of HE China, which is included in the caption Property, plant and equipment impairment charge in the Consolidated Statements of Operations.
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7. Goodwill and Other Intangible Assets
Goodwill by Reportable Segment
The following table reflects the changes in carrying amounts of goodwill by each reporting unit for the years ended December 31, 2025 and 2024:
(In thousands)
Harsco Environmental
 Clean Earth
Harsco Rail
Consolidated Totals
Balance at December 31, 2023$388,653 $379,299 $13,026 $780,978 
Changes to goodwill (a)
(19,031)— — (19,031)
Goodwill impairment— — (13,026)(13,026)
Foreign currency translation(9,163)— — (9,163)
Balance at December 31, 2024360,459 379,299 — 739,758 
Foreign currency translation18,922 — — 18,922 
Balance at December 31, 2025$379,381 $379,299 $— $758,680 
(a) The changes to goodwill relate to the divestitures of the Performix and Reed businesses.
The Company's methodology for determining the fair value for its reporting units is described in Note 1, Summary of Significant Accounting Policies. The Company tests for goodwill impairment annually as of October 1, or more frequently if indicators of impairment exist or a decision is made to dispose of a business.

The performance of the Company's 2025 annual quantitative impairment test of Harsco Environmental and qualitative assessment of Clean Earth did not result in impairment of the Company's goodwill. The performance of the Company's 2024 annual quantitative impairment tests did not result in impairment of the Company's goodwill for Harsco Environmental or Clean Earth. See Note 1, Summary of Significant Accounting Policies, for the Company's methodology for determining reporting unit fair value. Due to lower projections, this testing resulted in the Company recorded a goodwill impairment charge of $13.0 million for the Rail reporting unit which is included in Goodwill and other intangible asset impairment charges on the Consolidated Statement of Operations for the year-ended December 31, 2024. This charge had no impact on the Company's cash flows or compliance with debt covenants.    

Intangible Assets
Net intangible assets totaled $273.1 million and $298.4 million at December 31, 2025 and 2024, respectively. The following table reflects these intangible assets by major category:
December 31, 2025December 31, 2024
(In thousands)Gross Carrying
Amount		Accumulated
Amortization		Gross Carrying
Amount		Accumulated
Amortization
Customer related$98,737 $78,791 $95,251 $69,795 
Permits310,273 98,975 310,236 82,799 
Technology related24,508 19,647 22,880 17,477 
Trade names31,808 17,903 31,514 15,142 
Air rights26,139 4,390 26,139 3,979 
Patents182 175 162 148 
Non-compete agreement— — 2,500 2,500 
Other3,104 1,782 3,457 1,861 
Total$494,751 $221,663 $492,139 $193,701 
In 2024, due to the loss of a customer in Europe for HE, the Company recorded a $2.8 million charge to fully impair the value of a related customer relationship intangible asset, which is included in Goodwill and other intangible asset impairment charges on the Consolidated Statement of Operations.
Amortization expense for intangible assets was $26.6 million, $27.3 million and $28.9 million for 2025, 2024 and 2023, respectively. Intangible assets are principally amortized using the straight-line method over the estimated useful life, except for the air rights, which are amortized based on usage. The following table shows the estimated amortization expense for the next five fiscal years based on current intangible assets.
(In thousands)20262027202820292030
Estimated amortization expense (a)
$26,800 $25,000 $23,600 $23,000 $20,800 
(a)    These estimated amortization expense amounts do not reflect the potential effect of future foreign currency exchange rate fluctuations.

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8. Debt and Credit Agreements
The Company's long-term debt consists of the following:
(In thousands)December 31
2025		December 31
2024
Senior Secured Credit Facilities (a):
 Term Loan with an interest rate of 6.08% and 6.72% at December 31, 2025 and 2024, respectively
$477,500 $482,500 
  Revolving Credit Facility with an average interest rate of 6.34% and 6.49% at
  December 31, 2025 and 2024, respectively
526,000 407,000 
5.75% Senior Notes
475,000 475,000 
Other financing payable (including finance leases) in varying amounts due principally through 2030 with a weighted-average interest rate of 7.24% and 7.14% at December 31, 2025 and 2024, respectively
88,501 79,917 
Total debt obligations1,567,001 1,444,417 
Less: deferred financing costs(10,818)(12,695)
Total debt obligations, net of deferred financing costs1,556,183 1,431,722 
Less: current maturities of long-term debt(25,874)(21,004)
Long-term debt$1,530,309 $1,410,718 
(a)     The current portion of long-term debt related to the Senior Secured Credit Facilities was $5.0 million with the remainder reflected as Long-term debt at December 31, 2025 and 2024.
The maturities of long-term debt for the four years following December 31, 2026 are as follows:
(In thousands) 
2027$500,000 
2028485,040 
2029538,892 
203010,575 
Cash payments for interest on debt were $107.9 million, $109.5 million and $101.5 million in 2025, 2024 and 2023, respectively.
On February 23, 2026, the Company amended its Senior Secured Credit Facilities to extend the maturity date of its $50.0 million non-extended revolving credit facility from March 10, 2026 to the earlier of (i) July 1, 2026 and (ii) the date on which the Company's Clean Earth segment is sold to Veolia Environnement S.A., a French société anonyme, ("Veolia") in connection with the Company's Agreement and Plan of Merger, dated November 20, 2025, by and among the Company, CLEH, Inc. ("CLEH"), a direct wholly owned subsidiary of the Company, Enviri LLC, a direct wholly owned subsidiary of CLEH, Veolia and Enviri II Corporation, a direct wholly owned subsidiary of Enviri Corporation.

On November 5, 2025, the Company entered into an amendment to the Credit Agreement to, among other things, modify certain levels of its total Net Debt to Consolidated Adjusted EBITDA ratio covenant and permit a distribution of the Company’s Clean Earth business, together with certain related transactions, including repayments of certain of the Company's existing indebtedness. The Company obtained the amendment because its forward-looking projections indicated that it may not meet the minimum level required by the net leverage coverage ratio and to allow for the strategic alternatives it is currently evaluating. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.25x for the quarter ended December 31, 2025, 5.50x for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, 5.00x for the quarter ended December 31, 2026 and 4.50x for the quarter ended March 31, 2027. After giving effect to the distribution of the Company’s Clean Earth business, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant will be set at 3.00x. The Company expects that it will maintain compliance with the amended covenants based on current forecasts. The Company capitalized $1.8 million of fees incurred related to the amendment.

In February 2025, the Company entered into an amendment to the credit agreement to reset the levels of its covenants, among other changes. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.00x for the quarter ended September 30, 2025, and then decreases every six months by 0.25x until reaching 4.00x for the quarter ended June 30, 2027 and thereafter. These covenants were amended as noted in the preceding paragraph. The interest coverage ratio was set to a minimum 2.50x for each quarter ended after December 31, 2024.

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In September 2024, the Company amended its Senior Secured Credit Facilities to, among other things, extend the term of the Revolving Credit Facility to September 5, 2029 and adjust the limit to $625.0 million. In addition, the Company retained $50.0 million of its existing revolving commitments which mature on March 10, 2026. The extended Revolving Credit Facility bears interest at a rate, depending on total net leverage, ranging from 75 to 125 basis points over base rate or 175 to 225 basis points over SOFR and the existing Revolving Credit Facility bears interest at a rate, depending on total net leverage, ranging from 50 to 175 basis points over base rate or 150 to 275 basis points over SOFR, in each case, subject to zero floor. The Company expensed $0.3 million of previously recorded deferred financing costs and capitalized $4.4 million of fees incurred related to the amendment.

At December 31, 2025, the Company was in compliance with all covenants for its Senior Secured Credit Facilities, as amended in February 2025, as the total Net Debt to Consolidated Adjusted EBITDA ratio was 4.93x and the total interest coverage ratio was 2.79x. Based on balances and covenants in effect at December 31, 2025, the Company could increase Net Debt by $95.2 million and still be in compliance with these debt covenants. Alternatively, Consolidated Adjusted EBITDA could decrease by $18.1 million or interest expense could increase by $12.4 million and the Company would remain in compliance with these covenants.

The Company believes it will continue to maintain compliance with these amended covenants based on its current outlook. However, the Company's estimates of compliance with these covenants could change in the future with a deterioration in economic conditions including softness in certain markets, changes to tariffs, higher than forecasted interest rate increases, the timing of working capital including the collection of receivables, an inability to realize increased pricing and implement cost reduction initiatives that mitigate the impacts of inflation and other factors that may adversely impact its compliance with covenants.

The Company's Credit Agreement imposes certain restrictions including, but not limited to, restrictions as to types and amounts of debt of liens that may be incurred by the Company; limitations on increases in dividend payments; limitations on repurchases of the Company's stock and limitations on certain acquisitions by the Company.

With respect to the Senior Secured Credit Facilities, the obligations of the Company are guaranteed by substantially all of the Company’s current and future wholly-owned domestic subsidiaries (“Guarantors”). All obligations under the Senior Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Guarantors.

The Credit Agreement requires certain mandatory prepayments of the Term Loan, subject to certain exceptions, based on net cash proceeds of certain sales or distributions of assets, as well as certain casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions; net cash proceeds of any issuance of debt, excluding permitted debt issuances; and a percentage of excess cash flow, as defined by the Credit Agreement, during a fiscal year.
Facility Fees and Debt-Related Income (Expense)
The components of the Consolidated Statements of Operations caption Facility fees and debt-related income (expense) were as follows:
 Years Ended December 31
(In thousands)202520242023
Gain (loss) on extinguishment of debt$— $(325)$— 
Unused debt commitment and amendment fees(775)— (12)
Securitization and factoring fees(9,887)(10,940)(10,750)
Facility fees and debt-related income (expense)$(10,662)$(11,265)$(10,762)

Revolving Credit Facility
The following table shows the amount outstanding under the Revolving Credit Facility and available credit at December 31, 2025.
December 31, 2025
(In thousands)Facility
Limit		Outstanding
Balance		Outstanding Letters of CreditAvailable
Credit
Revolving Credit Facility$675,000 $526,000 $24,587 $124,413 

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Other
Short-term borrowings totaled $11.5 million and $8.1 million at December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, Short-term borrowings consisted primarily of bank overdrafts and other third-party debt. The weighted-average interest rate for short-term borrowings at December 31, 2025 and 2024 was 6.85% and 6.09%, respectively.

9. Leases*
The components of lease expense were as follows:
(In thousands)202520242023
Finance leases:
Depreciation expense
$18,046 $12,785 $7,957 
Interest on lease liabilities6,204 4,318 2,036 
Operating leases39,345 38,438 37,206 
Variable and short-term leases54,909 54,739 54,696 
Sublease income(16)(7)(7)
Total lease expense
$118,488 $110,273 $101,888 

Supplemental cash flow information related to leases was as follows:
(In thousands)202520242023
Cash paid for amounts included in the measurement of lease liabilities:
Cash flows used by operating activities - Operating leases
$39,682 $37,120 $37,880 
Cash flows used by operating activities - Finance leases6,301 4,203 1,914 
Cash flows used by financing activities - Finance leases18,963 12,316 7,736 
ROU assets obtained in exchange for lease obligations:
Operating leases
$69,365 $21,895 $24,497 
Finance leases25,905 49,316 27,128 

Supplemental balance sheet information related to leases was as follows: 
(In thousands)20252024
Operating Leases:
     Operating lease ROU assets$132,323 $88,912 
     Current portion of operating lease liabilities30,077 26,001 
Operating lease liabilities
104,654 64,805 
Finance Leases:
  Property, plant and equipment, net$83,239 $73,734 
     Current maturities of long-term debt20,586 16,004 
     Long-term debt67,459 63,913 

Supplemental additional information related to leases was as follows:
20252024
Other information:
    Weighted average remaining lease term - Operating leases (in years)6.856.31
    Weighted average remaining lease term - Finance leases (in years)4.635.27
    Weighted average incremental borrowing rate - Operating leases
7.3 %6.7 %
    Weighted average incremental borrowing rate - Finance leases
7.3 %7.2 %
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Maturities of lease liabilities were as follows:
(In thousands)Operating Leases
Finance Leases
Year Ending December 31:
2026$38,591 $26,236 
202731,115 24,131 
202823,581 20,448 
202917,416 14,706 
203013,126 11,465 
After 203050,479 7,004 
Total lease payments174,308 103,990 
Less: Imputed interest(39,577)(15,945)

$134,731 $88,045 
The Company's leases, excluding short-term leases, have remaining terms of less than one year to approximately 25 years, some of which contain options to extend or terminate the lease terms, based on the provisions in the lease agreements. As of December 31, 2025, the Company has approximately $18 million of operating and finance lease obligations to be recognized for vehicles, real estate and equipment in CE with expected commencement dates in 2026. There are no material residual value guarantees or material restrictive covenants in any of the Company's leases.

*Previously issued 2023 and 2024 amounts have been revised due to the correction of immaterial errors as discussed in Note 1, Summary of Significant Accounting Policies under "Revision of Previously Issued Financial Statements".

10. Employee Benefit Plans*
Pension Benefits
The Company has defined benefit pension plans covering a certain number of employees. The defined benefits for salaried employees generally are based on years of service and the employee's level of compensation during specified periods of employment. Defined benefit pension plans covering hourly employees generally provide benefits of stated amounts for each year of service. MEPPs in which the Company participates provide benefits to certain unionized employees. The Company's funding policy for qualified plans is consistent with statutory requirements. Periodic voluntary contributions are made, as recommended, by the Company's Pension Committee.
Accrued service is no longer granted to the U.S. defined benefit pension plans and a majority of international defined benefit pension plans due to the plans being frozen. In place of these plans, the Company has established defined contribution plans providing for the Company to contribute a specified matching amount for participating employees' contributions to the plan. For U.S. employees, this match is made on employee contributions up to 4% of eligible compensation. Additionally, the Company may provide a discretionary contribution for eligible employees. There have been no discretionary contributions provided for the years 2025, 2024 and 2023. For non-U.S. employees, this match is up to 6% of eligible compensation with an additional 2% going towards insurance and administrative costs.
Changes in the discount rate assumption and the actual performance of plan assets, compared with the expected long-term rate of return on plan assets, are the primary drivers in the change in funded status of the Company's defined benefit pension plans. These factors are components of actuarial loss (gain) and impact the amount recognized in AOCI, as such actuarial changes are not reflected directly on the Consolidated Statements of Operations but amortized over time as permitted by U.S. GAAP.
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NPPC for U.S. and international plans for 2025, 2024 and 2023 is as follows:
U.S. PlansInternational Plans
(In thousands)202520242023202520242023
Net Periodic Pension Cost (Income):
Defined benefit pension plans:     
Service cost$— $— $— $1,589 $1,322 $1,245 
Interest cost9,176 9,676 10,173 31,738 30,313 31,055 
Expected return on plan assets(10,247)(8,944)(7,000)(28,448)(33,049)(31,281)
Recognized prior service costs— — — 490 492 520 
Recognized losses3,216 4,179 4,601 15,331 15,034 14,234 
Settlement/curtailment loss (gain)— — — (707)(1,125)(42)
Defined benefit pension plan cost (income)2,145 4,911 7,774 19,993 12,987 15,731 
Multiemployer pension plans370 570 595 1,080 1,241 1,209 
Defined contribution plans10,266 9,985 8,468 6,036 5,690 5,396 
Net periodic pension cost (income)$12,781 $15,466 $16,837 $27,109 $19,918 $22,336 
The change in the financial status of the defined benefit pension plans and amounts recognized on the Consolidated Balance Sheets at December 31, 2025 and 2024 are as follows:
U.S. PlansInternational Plans
(In thousands)2025202420252024
Change in benefit obligation:    
Benefit obligation at beginning of year$186,395 $209,177 $578,204 $661,766 
Service cost— — 1,589 1,322 
Interest cost9,176 9,676 31,738 30,313 
Plan participants' contributions— — 12 12 
Amendments— — — — 
Actuarial (gain) loss4,434 (17,591)(5,271)(61,009)
Settlements/curtailments— — (943)(1,363)
Benefits paid(14,971)(14,867)(40,293)(36,691)
Effect of foreign currency— — 44,198 (16,146)
Other— — 128 — 
Benefit obligation at end of year$185,034 $186,395 $609,362 $578,204 
Change in plan assets:    
Fair value of plan assets at beginning of year$183,292 $180,927 $611,667 $669,021 
Actual return on plan assets16,720 9,931 18,182 (20,357)
Employer contributions1,794 7,301 1,609 14,778 
Plan participants' contributions— — 12 12 
Settlements/curtailments— — (196)(192)
Benefits paid(14,971)(14,867)(40,293)(36,691)
Effect of foreign currency— — 46,324 (14,904)
Other— — 114 — 
Fair value of plan assets at end of year$186,835 $183,292 $637,419 $611,667 
Funded status at end of year$1,801 $(3,103)$28,057 $33,463 
Significant items impacting actuarial gains and losses for 2025 for U.S. plans included the actual return on the fair value of plan assets since the prior measurement date was greater than assumed, which caused the funded position to improve partially offset by a decrease in the discount rate used to measure the benefit obligation compared with the prior year, which caused the funded position to deteriorate.
A significant item impacting actuarial gains and losses for 2025 for U.K. plans included the actual return on the fair value of plan assets since the prior measurement date was less than assumed, which caused the funded position to deteriorate.

85

Amounts recognized on the Consolidated Balance Sheets for defined benefit pension plans consist of the following at December 31, 2025 and 2024:
U.S. PlansInternational Plans
December 31December 31
(In thousands)2025202420252024
Noncurrent assets$14,660 $9,917 $41,157 $47,757 
Current liabilities1,726 1,713 546 507 
Noncurrent liabilities11,133 11,307 12,554 13,788 
AOCI67,004 72,260 343,103 329,887 
Amounts recognized in AOCI for defined benefit pension plans consist of the following at December 31, 2025 and 2024:
 U.S. PlansInternational Plans
(In thousands)2025202420252024
Net actuarial loss$67,004 $72,260 $335,666 $322,522 
Prior service cost — — 7,437 7,365 
Total$67,004 $72,260 $343,103 $329,887 
The Company's estimate of expected contributions to be paid in 2026 for the U.S. and international defined benefit plans total $1.7 million and $0.9 million, respectively.
Future Benefit Payments
Expected benefit payments for defined benefit pension plans over the next ten years are as follows:
(In millions)20262027202820292030
2031-2035
U.S. Plans$19.3 $15.5 $15.2 $15.0 $14.9 $69.8 
International Plans39.9 40.1 41.0 42.2 42.2 206.3 

Net Periodic Pension Cost and Defined Benefit Pension Obligation Assumptions
The weighted-average actuarial assumptions used to determine the defined benefit pension plan NPPC for 2025, 2024 and 2023 were as follows:
U.S. Plans
December 31		International Plans
December 31		Global Weighted-Average
December 31
202520242023202520242023202520242023
Discount rates5.5 %5.0 %5.3 %5.4 %4.8 %5.0 %5.5 %4.8 %5.1 %
Expected long-term rates of return on plan assets6.8 %7.0 %7.0 %4.6 %5.3 %5.1 %5.1 %5.7 %5.5 %
The expected long-term rates of return on defined benefit pension plan assets for the 2026 NPPC are 6.0% for the U.S. plans and 5.6% for the international plans. The expected global long-term rate of return on assets for 2026 is 5.7%.
The weighted-average actuarial assumptions used to determine the defined benefit pension plan obligations at December 31, 2025 and 2024 were as follows:
U.S. PlansInternational PlansGlobal Weighted-Average
December 31December 31December 31
202520242025202420252024
Discount rates5.2 %5.5 %5.5 %5.4 %5.4 %5.5 %
Since accrued service is no longer granted to the U.S. defined benefit plans and the majority of the international defined benefit pension plans, the rate of compensation increase did not have a significant impact on the defined benefit pension obligation at December 31, 2025 and 2024 or the defined benefit pension plan NPPC for the years ended 2025, 2024 and 2023.
The U.S. discount rate was determined using a yield curve that was produced from a universe containing approximately 1,100 U.S. dollar-denominated, AA-graded corporate bonds, all of which were noncallable (or callable with make-whole provisions) and excluding the 10% of the bonds with the highest deviation from the expected yield and the 10% with the lowest deviation from the expected yield within each duration group. The discount rate was then developed as the level-equivalent rate that would produce the same present value as that using spot rates to discount the projected benefit payments. For international plans, the discount rate is aligned to corporate bond yields in the local markets, normally AA-rated corporations. The process and selection seek to approximate the cash inflows with the timing and amounts of the expected benefit payments.
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Accumulated Benefit Obligation
The accumulated benefit obligation for all defined benefit pension plans at December 31, 2025 and 2024 was as follows:
U.S. PlansInternational Plans
December 31December 31
(In millions)2025202420252024
Accumulated benefit obligation$185.0 $186.4 $606.8 $574.5 

Defined Benefit Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for defined benefit pension plans with accumulated benefit obligations in excess of plan assets at December 31, 2025 and 2024 were as follows:
U.S. PlansInternational Plans
December 31December 31
(In millions)2025202420252024
Projected benefit obligation$12.9 $13.0 $21.8 $22.1 
Accumulated benefit obligation12.9 13.0 20.3 19.9 
Fair value of plan assets— — 8.8 7.9 
At December 31, 2025 and 2024, the asset allocations attributable to the Company's U.S. defined benefit pension plans and the long-term target allocation of plan assets, by asset category, are as follows:
Target  Long-Term
Allocation		Percentage of Plan Assets
December 31
U.S. Plans Asset Category20252024
Domestic equity securities
0%-8%
3.0 %8.8 %
International equity securities
14%-24%
17.8 %21.0 %
Fixed income securities
73%-83%
78.0 %65.4 %
Cash and cash equivalents
Less than 5%
0.9 %0.9 %
Other (a)
0%-5%
0.3 %3.9 %
(a)    Investments within this caption include credit collection funds.
Defined benefit pension plan assets are allocated among various categories of equities, fixed income securities and cash and cash equivalents with professional investment managers whose performance is actively monitored. The primary investment objective is to meet present and future benefit obligations through a balanced investment approach to minimize volatility and risk. The Company periodically conducts an asset/liability modeling study and accordingly adjusts investments among and within asset categories to ensure the long-term investment strategy is aligned with the profile of benefit obligations.
The Company reviews the long-term expected return on asset assumption on a periodic basis considering a variety of factors including historical investment returns achieved over a long-term period, the targeted allocation of plan assets and future expectations based on a model of asset returns for an actively managed portfolio. The model simulates 1,000 different capital market results over 20 years. The expected return-on-asset assumption for U.S. defined benefit pension plans for 2026 and 2025 is 6.0% and 6.8%, respectively.
The U.S. defined benefit pension plans' assets include 310,000 shares at December 31, 2025 and 310,000 shares at December 31, 2024 of the Company's common stock, valued at $5.6 million and $2.4 million, respectively. These shares represented 3.0% and 1.3% of total U.S. plan assets at December 31, 2025 and 2024, respectively.
The asset allocations attributable to the Company's international defined benefit pension plans at December 31, 2025 and 2024 and the long-term target allocation of plan assets, by asset category, are as follows:
International Plans Asset CategoryTarget Long-Term
Allocation		Percentage of Plan Assets
December 31
20252024
Equity securities— %0.8 %0.9 %
Fixed income securities97.5 %97.9 %95.0 %
Cash and cash equivalents— 1.1 %1.8 %
Other (a)
2.5 %0.2 %2.3 %
(a)     Investments within this caption include diversified growth funds and real estate funds.
87

International defined benefit pension plan assets at December 31, 2025 in the U.K. defined benefit pension plan totaled approximately 94% of the international defined benefit pension plan assets. The U.K. plan assets are allocated among various categories of equities, fixed income securities and cash and cash equivalents with professional investment managers whose performance is actively monitored. The primary investment objective is to reduce investment risk and better protect the improved funding position in order to meet present and future benefit obligations. The Company periodically conducts asset/liability modeling studies and accordingly adjusts investment amounts within asset categories to ensure the long-term investment strategy is aligned with the profile of benefit obligations.
For the international long-term rate of return assumption, the Company considered the current level of expected returns in risk-free investments (primarily government bonds), the historical level of the risk premium associated with other asset classes in which the portfolio is invested, and the expectations for future returns of each asset class and plan expenses. The expected return for each asset class is then weighted based on the target asset allocation to develop the expected long-term rate of return on assets. The expected return on asset assumption for the U.K. defined benefit pension plan for 2026 and 2025 are 5.6% and 4.6%, respectively. The remaining international defined benefit pension plans, with plan assets representing approximately 6% of the international defined benefit pension plan assets, are under the guidance of professional investment managers and have similar investment objectives.
The fair values of the Company's U.S. defined benefit pension plans' assets at December 31, 2025 by asset class are as follows:
(In thousands)TotalLevel 1Level 2
Investments Valued at Net Asset Value (a)
Domestic equities:   
Common stocks$5,556 $5,556 $— $— 
International equities:
Mutual funds—equities33,158 33,158 — — 
Fixed income investments:  
U.S. Treasuries and collateralized securities21,924 — 21,924 — 
Mutual funds—bonds123,743 123,743 — — 
Cash and money market accounts1,690 1,690 — — 
Other—partnerships/joint ventures764 — — 764 
Total$186,835 $164,147 $21,924 $764 
(a)     Certain investments that are measured at fair value using Net Asset Value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.
The fair values of the Company's U.S. defined benefit pension plans' assets at December 31, 2024 by asset class are as follows:
(In thousands)TotalLevel 1Level 2Investments Valued at Net Asset Value
Domestic equities:   
Common stocks$2,388 $2,388 $— $— 
Mutual funds—equities13,748 13,748 — — 
International equities:
Mutual funds—equities38,398 38,398 — — 
Fixed income investments:  
U.S. Treasuries and collateralized securities15,673 — 15,673 — 
Mutual funds—bonds104,166 104,166 — — 
Cash and money market accounts1,681 1,681 — — 
Other - partnerships/joint ventures7,238 — — 7,238 
Total$183,292 $160,381 $15,673 $7,238 
88

The fair values of the Company's international defined benefit pension plans' assets at December 31, 2025 by asset class are as follows:
(In thousands)TotalLevel 1Level 2
Equity securities:   
Mutual funds—equities$5,298 $— $5,298 
Fixed income investments:  
Mutual funds—bonds619,014 — 619,014 
Insurance contracts4,717 — 4,717 
Other:  
Other mutual funds1,381 — 1,381 
Cash and money market accounts7,009 7,009 — 
Total$637,419 $7,009 $630,410 
The fair values of the Company's international defined benefit pension plans' assets at December 31, 2024 by asset class are as follows:
(In thousands)TotalLevel 1Level 2
Equity securities:   
Mutual funds—equities$5,342 $— $5,342 
Fixed income investments:   
Mutual funds—bonds576,540 — 576,540 
Insurance contracts4,394 — 4,394 
Other:  
Other mutual funds14,244 — 14,244 
Cash and money market accounts11,147 11,147 — 
Total$611,667 $11,147 $600,520 

The following is a description of the valuation methodologies used for the defined benefit pension plans' investments measured at fair value:
•Level 1 Fair Value Measurements—Investments in interest-bearing cash are stated at cost, which approximates fair value. The fair values of money market accounts and certain mutual funds are based on quoted net asset values of the shares held by the plan at year-end. The fair values of domestic and international stocks and corporate bonds, notes and convertible debentures are valued at the closing price reported in the active market on which the individual securities are traded.
•Level 2 Fair Value Measurements—The fair values of investments in mutual funds for which quoted net asset values in an active market are not available are valued by the investment advisor based on the current market values of the underlying assets of the mutual fund based on information reported by the investment consistent with audited financial statements of the mutual fund. Further information concerning these mutual funds may be obtained from their separate audited financial statements. Investments in U.S. Treasury notes and collateralized securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings.

Multiemployer Pension Plans
The Company, through HE, contributes to several MEPPs under the terms of collective-bargaining agreements that cover union-represented employees, many of whom are temporary in nature. The Company's total contributions to MEPPs were $1.5 million, $1.8 million and $1.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.



*Previously issued 2023 and 2024 amounts have been revised due to the correction of immaterial errors as discussed in Note 1, Summary of Significant Accounting Policies under "Revision of Previously Issued Financial Statements"
89

11. Income Taxes*
Current income tax expense or benefit represents the amounts expected to be reported on the Company's income tax returns, and deferred income tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted income tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered more likely than not to be realized.
Income (loss) from continuing operations before income taxes and equity income as reported on the Consolidated Statements of Operations consists of the following:
(In thousands)202520242023
U.S.$(107,774)$(60,713)$(19,870)
International(29,045)(42,867)(25,977)
Total income (loss) from continuing operations before income taxes and equity income$(136,819)$(103,580)$(45,847)
Income tax expense (benefit) as reported on the Consolidated Statements of Operations consists of the following:
(In thousands)202520242023
Income tax expense (benefit):   
Currently payable:   
U.S. federal$252 $1,020 $(637)
U.S. state1,979 2,701 3,591 
International19,511 24,884 23,801 
Total income taxes currently payable21,742 28,605 26,755 
Deferred U.S. federal(7,619)(4,018)5,679 
Deferred U.S. state1,254 (2,967)(1,414)
Deferred international7,609 (4,786)3,510 
Total deferred income tax expense
1,244 (11,771)7,775 
Total income tax expense (benefit) from continuing operations$22,986 $16,834 $34,530 
Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Recently Adopted and Recently Issued Accounting Standards, cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows:
(in thousands)
2025
U.S. federal$707 
U.S. state and local1,271 
International:
China5,791 
India5,253 
Egypt1,831 
Other foreign jurisdictions9,171 
Total$24,024 
Cash payments for income taxes, net of refunds, were $29.1 million and $20.1 million for 2024 and 2023, respectively. The cash payments for 2025 decreased primarily due to the payments for fiscal years 2023 and 2022 in certain foreign jurisdictions in 2024 not recurring in 2025.

90

A reconciliation of the Income tax benefit (expense) from continuing operations to the amount computed by applying the 21% statutory U.S. federal income tax rate to Income (loss) from continuing operations before income taxes and equity income after the adoption of ASU 2023-09 is as follows:
Reconciliation to U.S. Statutory Rate (a)
2025
(in thousands)AmountRate
U.S. federal statutory tax rate$(28,732)21.0 %
State and local income taxes, net of federal income tax effect (b)
2,555 (1.9)%
Foreign tax effects:
Brazil
Changes in valuation allowance9,761 (7.1)%
Other(1,242)0.9 %
China
Withholding taxes1,896 (1.4)%
Other(185)0.1 %
France
Changes in valuation allowance2,639 (1.9)%
Other(8)— %
Germany
Local tax(4,542)3.3 %
Changes in valuation allowance8,161 (6.0)%
Statutory tax rate difference1,658 (1.2)%
Contract transfer1,461 (1.1)%
Tax rate change1,417 (1.1)%
Other608 (0.4)%
India
Withholding taxes1,532 (1.1)%
Other747 (0.6)%
Luxembourg
Changes in valuation allowance2,315 (1.7)%
Other(632)0.5 %
Switzerland
Contract transfer(1,461)1.1 %
Other197 (0.1)%
United Kingdom
Changes in valuation allowance3,960 (2.9)%
Nondeductible interest expense1,511 (1.1)%
Other245 (0.2)%
Other foreign jurisdictions4,021 (2.9)%
Effect of cross border tax laws:177 (0.1)%
Tax credits:
Foreign tax credits(1,536)1.1 %
General business credits(1,078)0.8 %
Changes in valuation allowance10,155 (7.4)%
Nontaxable or nondeductible items:
Nondeductible transaction costs3,315 (2.4)%
Nondeductible executive compensation6,199 (4.5)%
Stock-based compensation(1,805)1.3 %
Other491 (0.4)%
Changes in unrecognized tax benefits(814)0.6 %
Effective tax rate
$22,986 (16.8)%
(a) Disaggregated in accordance with ASU 2023-09, which was adopted prospectively in 2025.
(b) The states and local jurisdictions that contribute to the majority (greater than 50%) of tax effect in this category include Texas, Pennsylvania, California, Indiana and Iowa.
91

A reconciliation of the Income tax benefit (expense) from continuing operations to the amount computed by applying the 21% statutory U.S. federal income tax rate to Income (loss) from continuing operations before income taxes and equity income for years prior to the adoption of ASU 2023-09 is as follows:
(In thousands)20242023
U.S. federal income tax expense (benefit), at statutory tax rate of 21%
$(21,751)$(9,628)
U.S. state income taxes, net of federal income tax benefit(1,272)611 
U.S. other domestic deductions and credits(1,241)(1,092)
Difference in effective tax rates on international earnings and remittances29,735 25,240 
Uncertain tax position contingencies and settlements(51)1,688 
Changes in realization of deferred tax assets10,366 14,498 
U.S. non-deductible expenses1,574 1,016 
Nondeductible goodwill charges
3,676 — 
PP&E / Intangible asset impairment
— 2,961 
State deferred tax rate changes(63)304 
Foreign derived intangible income deduction— (2,199)
Share-based compensation1,967 1,131 
Capital loss
(6,106)— 
Income tax expense (benefit) from continuing operations
$16,834 $34,530 

At December 31, 2025, 2024 and 2023, the Company's annual effective income tax rate on Income (loss) from continuing operations was (16.8)%, (16.3)% and (75.3)%, respectively.

The Company’s international loss from continuing operations before income taxes and equity income was $29.0 million and $42.9 million for 2025 and 2024, respectively. In 2024, the Company recorded a $2.1 million net tax benefit from the release of a prior year deferred tax asset in Canada. In 2025, the Company recorded an $8.5 million valuation allowance for deferred tax assets in Brazil as it was determined to be more likely than not that they could not be realized because of lower operating income resulting from lost contracts. The Company's total international income tax expense increased from $20.1 million in 2024 to $27.1 million in 2025 primarily due to the Brazil valuation allowance.

The Company’s differences in income tax expense for 2025 and 2024 on international earnings and remittances were $24.1 million and $29.7 million, respectively, which included U.S income tax expense on international deemed remittances of $0.2 million and $0.3 million, respectively. The decrease is primarily due to the change in mix of income.

The Company's U.S. loss from continuing operations before income taxes and equity income was $107.8 million and $60.7 million for 2025 and 2024, respectively. The increase in the loss in 2025 was driven by higher selling, general and administrative expenses ("SG&A") in Corporate and Clean Earth, which was primarily due to an increase in compensation costs which included higher stock-based compensation expense related to the fair value adjustment of certain performance-based long-term incentive plan awards ("LTIP"), as well as the accelerated vesting of LTIP's for certain employees. The year ended December 31, 2025, was also negatively impacted by increased professional fees principally related to the planned sale of Clean Earth. The Company's total U.S. income tax benefit increased from $3.3 million in 2024 to $4.1 million in 2025 primarily due to an increase in SG&A expenses in Corporate and Clean Earth, partially offset by $15.9 million of disallowed costs related to the planned sale of Clean Earth and $29.0 million of nondeductible executive compensation.
92

The income tax effects of the temporary differences giving rise to the Company's deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows:
2025 (a)
2024 (a)
(In thousands)AssetLiabilityAssetLiability
Depreciation and amortization $— $46,207 $— $47,816 
Right-of-use assets — 32,523 — 22,851 
Operating lease liabilities 33,139 — 23,302 — 
Expense accruals27,109 — 26,428 — 
Inventories737 — 2,199 — 
Provision for receivables2,365 — 2,345 — 
Deferred revenue12,430 — 11,582 — 
Operating loss carryforwards129,675 — 128,412 — 
Tax credit carryforwards11,822 — 8,104 — 
Pensions— 7,734 — 7,885 
Currency adjustments1,454 — 98 — 
Section 163(j) disallowed interest expense56,019 — 40,054 — 
Research and development— — 8,236 — 
Stock based compensation8,691 — 7,968 — 
Other3,026 — 1,524 — 
Subtotal286,467 86,464 260,252 78,552 
Valuation allowance(210,273)— (196,776)— 
Total deferred income taxes$76,194 $86,464 $63,476 $78,552 
(a)Does not include approximately $1 billion of statutory loss carryforwards within Luxembourg for which the Company considers the utilization of these attributes remote and, as such, approximately $230 million of a deferred tax asset or corresponding valuation allowance has not been recorded.

At December 31, 2025, the tax effected amount of net operating losses ("NOLs") totaled $129.7 million. Tax-effected NOLs from international operations are $96.1 million. Of that amount, $86.2 million can be carried forward indefinitely and $9.9 million will expire at various times between 2026 and 2045. Tax-effected U.S. federal NOLs are $16.8 million that can be carried forward indefinitely. Tax-effected U.S. state NOLs are $16.8 million. Of that amount, $2.4 million expire at various times between 2026 and 2030, $2.1 million expire at various times between 2031 and 2035, $4.3 million expire at various times between 2036 and 2040 and $8.0 million expire at various times between 2041 and 2045.
Valuation allowances of $210.3 million and $196.8 million at December 31, 2025 and 2024, respectively, related principally to deferred tax assets for pension liabilities, NOLs, disallowed interest expense and foreign currency translation that are uncertain as to realizability. In 2025, the Company recorded a $16.0 million valuation allowance increase related to disallowed interest expense, a $6.3 million valuation allowance increase related to prior year losses in Brazil where the Company determined that it is more likely than not that these assets will not be realized, a $24.5 million valuation allowance increase related to current year losses in certain foreign and state jurisdictions where the Company determined that it is more likely than not that these assets will not be realized, and a valuation allowance increase of $14.0 million from the effects of foreign currency translation adjustments, partially offset by a valuation allowance decrease of $37.4 million from audit adjustments and a $7.1 million valuation allowance decrease related to tax rate change in a certain foreign jurisdiction.
The Tax Act introduced a transition tax and a territorial tax system, which was effective beginning in 2018. The territorial tax system impacts the Company's overall global capital and legal entity structure, working capital, and repatriation plan on a go-forward basis. The Company asserts that all foreign earnings will be indefinitely reinvested to meet local cash needs. The Company therefore intends to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction provided for in the Tax Act, and earnings that would not result in any significant foreign taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.
The Company recognizes accrued interest and penalty expense related to unrecognized income tax benefits in income tax expense or benefit. The Company recognized income tax benefit (expense) of $0.4 million and $(0.1) million during 2025 and 2024, respectively, for interest and penalties. There was no income tax benefit (expense) related to accrued interest and penalties during 2023. The Company has accrued $0.9 million, $1.3 million and $1.3 million for the payment of interest and penalties at December 31, 2025, 2024 and 2023, respectively.
93

A reconciliation of the change in the unrecognized income tax benefits balance from January 1, 2023 to December 31, 2025 is as follows:
(In thousands)Unrecognized
Income Tax
Benefits		Deferred
Income Tax
Benefits		Unrecognized
Income Tax
Benefits, Net of
Deferred Income
Tax Benefits
Balances, January 1, 2023$4,386 $(21)$4,365 
Additions for tax positions related to the current year (includes currency translation adjustment)2,895 (1)2,894 
Statutes of limitation expirations(1,106)5 (1,101)
Balance at December 31, 20236,175 (17)6,158 
Additions for tax positions related to the current year (includes currency translation adjustment)228 9 237 
Statutes of limitation expirations(577)— (577)
Balance at December 31, 20245,826 (8)5,818 
Additions for tax positions related to the current year (includes currency translation adjustment)619 — 619 
Statutes of limitation expirations(670)8 (662)
Total unrecognized income tax benefits that, if recognized, would impact the effective income tax rate at December 31, 2025
$5,775 $— $5,775 
The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. These tax returns are subject to examinations and possible challenges by the tax authorities. Positions challenged by the tax authorities may be settled or appealed to by the Company.
The tax years that remain subject to examination for the Company's major tax jurisdictions as of December 31, 2025 are shown below:
JurisdictionEarliest Open Year
Brazil2021
China2020
France2023
United States:
    Federal income tax2022
    State income tax2019
The following table reflects the changes in the Company's valuation allowance related to its deferred tax assets:

Additions (Deductions)
(in thousands)
Balances at Beginning of Period
Charged to Cost and Expenses
Foreign Currency Translation Adjustments
Other
Balance at End of Period
For the year ended December 31, 2025(a)
$196,776 47,459 16,161 (50,123)$210,273 
For the year ended December 31, 2024(b)
$182,179 27,057 (7,240)(5,220)$196,776 
For the year ended December 31, 2023(c)
$138,393 43,460 3,721 (3,395)$182,179 
(a) Other additions (deductions) for the year ended December 31, 2025 includes decreases of $2.1 million related to pension adjustments recorded through AOCI, $37.4 million related to audit adjustments and $7.1 million due to a tax rate change in a certain foreign jurisdiction.
(b) Other additions (deductions) for the year ended December 31, 2024 included a decrease of $5.4 million related to pension adjustments recorded through AOCI.
(c ) Other additions (deductions) for the the year ended December 31, 2023 included decreases of $1.8 million related to pension adjustments recorded through AOCI and $1.8 million related to state tax rate reductions and state NOL expirations in the U.S..



*Previously issued 2023 and 2024 amounts have been revised due to the correction of immaterial errors as discussed in Note 1, Summary of Significant Accounting Policies under "Revision of Previously Issued Financial Statements".
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12. Commitments and Contingencies
Environmental
The Company is involved in a number of environmental remediation investigations and cleanups and, along with other companies, has been identified as a potentially responsible party ("PRP") for certain byproduct disposal sites. While each of these matters is subject to various uncertainties, it is probable that the Company will agree to make payments toward funding certain of these activities, and it is possible that some of these matters will be decided unfavorably to the Company. The Company has evaluated its potential liability and its financial exposure is dependent upon such factors as the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the allocation of cost among potentially responsible parties, the years of remedial activity required and the remediation methods selected.

The Company evaluates its liability for future environmental remediation costs on a quarterly basis. Although actual costs to be incurred at identified sites in future periods may vary from the estimates, given inherent uncertainties in evaluating environmental exposures, the Company does not expect that any costs that are reasonably possible to be incurred by the Company in connection with environmental matters in excess of the amounts accrued would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

The following table summarizes information related to the location and undiscounted amount of the Company's environmental liabilities:
(In thousands)December 31
2025		December 31
2024
Current portion of environmental liabilities (a)
$12,736 $11,815 
Long-term environmental liabilities38,256 46,585 
Total environmental liabilities
$50,992 $58,400 
(a)    The current portion of environmental liabilities is included in the caption Other current liabilities on the Consolidated Balance Sheets.


Legal Proceedings

In the ordinary course of business, the Company is a defendant or party to various claims and lawsuits, including those discussed below. Unless stated otherwise below, the Company has not determined a loss to be probable or estimable for the legal proceedings.

In November 2022, the EPA and the Kentucky Department for Environmental Protection (the “KDEP”) conducted an inspection of Clean Earth of Calvert City LLC’s facility in Calvert City, KY and alleged several violations related to the storage location and volumes of hazardous waste, certain missed inspections and the lack of documentation related to the importing of waste. The Company took corrective actions at the facility, which were completed by February 2023 and the EPA proposed a civil penalty of $0.8 million. During the second quarter of 2025, the Company executed a settlement with the EPA that involved a combination of civil penalties in the amount for approximately $0.2 million and a Supplemental Environmental Project that costs approximately $1.2 million and requires installing a concrete and storm water management system to enhance compliance and protection of the environment.

On January 27, 2020, the EPA issued a Notice of Potential Liability to the Company, along with several other companies, concerning the Newtown Creek Superfund Site located in Kings and Queens Counties in New York, which alleges certain facilities formerly owned or operated by subsidiaries of the Company may have resulted in the discharge of hazardous substances into Newtown Creek or its Dutch Kills tributary. The site has been subject to CERCLA response activities since approximately 2011. The EPA expects to issue a Record of Decision for the sitewide cleanup plan no sooner than 2028 and announced, in July 2021, that it would defer its decision on a potential early action response for the lower two miles of the Creek until the site-wide studies are completed. On August 28, 2024, the EPA released a proposed plan for clean up of the East Branch portion of Newtown Creek. On January 17, 2025, the EPA released its decision approving this early action remedy for the East Branch. The Company is one of 30 PRPs that have received notices, though it is believed other PRPs may exist. The Company vigorously contests the allegations of this notice and currently does not believe that this matter will have a material effect on the Company’s Consolidated Financial Statements.

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The Company has had ongoing meetings with the SCE over processing salt cakes, a processing byproduct, stored at the Al Hafeerah site. The Company’s Bahrain operations that produced the salt cakes have ceased operations. An Environmental Impact Assessment and Technical Feasibility Study for facilities to process the salt cakes was approved by the SCE during the first quarter of 2018. Commissioning of the facilities was completed during the third quarter of 2021 and the processing of the salt cakes has commenced, with the expectation that the Company would be able to sell the products that resulted from the processing in an amount that would cover the processing costs. During the fourth quarter of 2024, the Company concluded that, despite significant commercial efforts and ongoing discussions with the SCE, it could not sufficiently recover the processing costs from these sales as it had previously estimated and, as such, recorded an additional provision of $27.2 million, which was classified in Cost of services on the Company's Statements of Operations. During the fourth quarter of 2025, the Company recorded an additional provision of $5.0 million based on the current expected recovery of the processing costs, including the recent agreement to sell a significant quantity of processed material to a regional buyer. The Company is currently exploring other options to resolve this matter in a cost-effective manner, including engaging certain entities to remove the remaining salt cakes from Bahrain, subject to a suitability analysis. The Company's current reserve of $27.4 million as of December 31, 2025 represents the Company’s best estimate of the net costs to fully resolve this matter. The Company will continue to evaluate this reserve and any future change in estimated costs, which could be material to the Company’s results of operations in any single period.

On July 27, 2018 Brazil’s Federal and Rio de Janeiro State Public Prosecution Offices (the "MPF" and "MPE", respectively) filed a Civil Public Action against CSN, one of the Company's customers, the Company’s Brazilian subsidiary, the Municipality of Volta Redonda, Brazil, and the Instituto Estadual do Ambiente, the state of Rio de Janeiro's environmental protection agency, seeking the implementation of various measures to limit and reduce the accumulation of customer-owned slag at the site in Brazil. On August 6, 2018, the 3rd Federal Court in Volta Redonda (the "3rd Volta Redonda Court") granted the MPF and MPE an injunction against the defendants requiring, among other things, CSN and the Company’s Brazilian subsidiary to limit the volume of slag sent to the site. Because the customer owns the site and the slag located on the site, the Company believes that complying with this injunction is the steel producer’s responsibility. Nevertheless, the 3rd Volta Redonda Court issued two orders fining the Company and CSN for what it viewed as violations of the injunction. The Company appealed the fines and the underlying injunction and, beginning on March 25, 2022, the 3rd Volta Redonda Court entered a series of orders suspending the litigation proceedings and staying any additional fines and interest accruals while the parties discuss a possible resolution to the matter. The aggregate amount of fines levied against the Company, exclusive of interest, is approximately 32 million Brazilian reais (or approximately $6 million as of December 31, 2025). On October 5, 2024, the 3rd Volta Redonda Court determined that, as of August 1, 2024, the Company was not responsible for complying with the injunction because the Company no longer operates at the site. In May 2025, the authorities issued a settlement proposal in which CSN would perform remediation at the site and pay approximately 264 million Brazilian reais (or approximately $48 million as of December 31, 2025) and the Company would pay approximately 66 million Brazilian reais (or approximately $12 million as of December 31, 2025) for alleged environmental damage. The Company disputes that environmental damage was caused by the accumulation of slag and, as such, does not agree with the proposed payment. The Company and the other parties continue to discuss a potential resolution related to the portion of the authorities' claims that allegedly occurred prior to August 1, 2024. On September 30, 2025, the public prosecutors pursuing the Civil Public Action initiated a criminal proceeding before the 2nd Federal Court in Volta Redonda (the "2nd Volta Redonda Court") against CSN and the Company and is seeking 431 million Brazilian reais (or approximately $78 million as of December 31, 2025) from the two companies. A majority of the amount sought in this proceeding is identical to, and overlaps with, the damages sought in the Civil Public Action. The 2nd Volta Redonda Court has accepted the complaint from the public prosecutors, and both CSN and the Company submitted their respective defenses in January 2026. The Company denies that any environmental damage occurred and will defend itself vigorously. Because of multiple defenses available, including that the slag is inert and not harmful to the environment, and that the slag deposits do not belong to it, the Company does not believe that a loss relating to this matter is probable.

In October 2021, the Company received a subpoena and two indictments before the Amsterdam District Court in the Netherlands concerning the Company's operations at a customer site in Ijmuiden, Netherlands. The Amsterdam Public Prosecutor’s Office ("APPO") issued two indictments against the Company, alleging violations in connection with dust releases and/or events alleged to have occurred in 2018 through May 2020 at the site. The action cited provisions which permit fines for the alleged infractions and sought €0.1 million in fines with a smaller amount held in abeyance. On February 2, 2022, the APPO announced that it would further investigate residents’ claims related to this matter. On February 25, 2022, the Amsterdam District Court ruled that the Company was liable for only one alleged violation and that this alleged violation was unintentional. The court issued a fine of €5 thousand, to be held in abeyance. Both the Company and the APPO appealed this ruling. On July 19, 2024, the Court of Appeals ruled that the Company was liable for two intentional violations and issued a fine of €25 thousand. Both the Company and the APPO appealed this ruling. On April 23, 2025, the APPO withdrew its appeal of the Court of Appeal's ruling from July 19, 2024 and the Company withdrew its reciprocal appeal on May 8, 2025. As such, the Court of Appeal's July 19, 2024 ruling has become final and binding. The Company is vigorously contesting all allegations against it and is also working with its customer to ensure the control of emissions. The Company has contractual indemnity rights from its customer that it believes will substantially cover any fines or penalties. Due to multiple defenses available to the Company, including that the majority of the alleged issues relate to the customer’s operations, the Company does not believe a loss is probable or potentially material.

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On March 22, 2022, the EPA issued a Notice of Intent to File an Administrative Complaint ("NOI") alleging violations of the federal Emergency Planning and Community Right-to-Know Act at the Company’s facilities in Tacoma, WA and Kent, WA. The NOI relates largely to the period when Stericycle owned and operated the sites. The NOI proposes a penalty of $3.0 million. The investigation is ongoing and the Company has recorded a liability of $0.6 million as its best estimate to resolve this matter. Since that time, the EPA has expanded coverage of this matter to additional facilities, but has not provided an update to the proposed penalty to-date. While it is the Company’s position that it has recourse for some or all liabilities, if any, that arise from this matter under the ESOL purchase agreement and representations and warranties insurance policies purchased by the Company, there can be no assurances that the Company’s position will ultimately prevail.

DEA Investigation
Prior to the Company’s acquisition of ESOL, Stericycle, Inc. notified the Company that the DEA had served an administrative subpoena on Stericycle, Inc. and executed a search warrant at a facility in Rancho Cordova, CA and an administrative inspection warrant at a facility in Indianapolis, IN. The Company has determined that the DEA and the DTSC have launched investigations involving, at least in part, the ESOL business of collecting, transporting, and destroying controlled substances from retail customers that transferred from Stericycle, Inc. to the Company. The Company is cooperating with these inquiries, which relate primarily to the period before the Company owned the ESOL business. Since the acquisition of the ESOL business, the Company has performed a vigorous review of ESOL’s compliance program related to controlled substances and has made material changes to the manner in which controlled substances are transported from retail customers to DEA-registered facilities for destruction. Pursuant to an agreement with Stericycle, the Company has contractual recourse for any material loss the Company has determined is reasonably possible. The Company has not accrued any amounts in respect of these investigations and does not believe a loss is reasonably possible.

Brazilian Tax Dispute

On December 30, 2020, the Company received an assessment from the municipal tax authority in Ipatinga, Brazil alleging $1.9 million in unpaid service taxes from the period 2015 to 2020. This dispute is currently in the collection action phase of the legal process and the amount assessed includes interest charges that may increase at statutorily determined amounts per month and are assessed on the aggregate amount of the principal and penalties. In addition, while in the collection action phase, the losing party could be subject to a charge to cover statutorily mandated legal fees, which are generally calculated as a percentage of the total assessed amounts due, inclusive of penalty and interest. After calculating the interest and penalties accrued, the Company estimates that the current overall potential liability for this case is approximately $6.8 million at December 31, 2025. On July 21, 2023, the Company filed the last administrative appeal against the decision that maintained the assessment and a final administrative decision is still pending. Due to the multiple defenses that are available, the Company does not believe a loss is probable and, as a result, no loss provision has been recorded in the Company's Consolidated Financial Statements and the Company does not expect that any costs that are reasonably possible to be incurred by the Company in connection with this tax dispute would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

The Company intends to continue its practice of vigorously defending itself against this tax claim under various alternatives, including judicial appeal. The Company will continue to evaluate its potential liability with regard to this claim on a quarterly basis; however, it is not possible to predict the ultimate outcome.

Asbestos Actions
The Company is named as one of many defendants in legal actions in the U.S. alleging personal injury from exposure to airborne asbestos over the past several decades. In their suits, the plaintiffs have named as defendants, among others, many manufacturers, distributors and installers of numerous types of equipment or products that allegedly contained asbestos.
As of December 2025, there were approximately 17,000 pending asbestos personal injury actions filed against the Company. The vast majority of these actions were filed in the New York Supreme Court (New York County), of which the majority of such actions were on the Deferred/Inactive Docket created by the New York Supreme Court in December 2002 for all pending and future asbestos actions filed by persons who cannot demonstrate that they have a malignant condition or discernible physical impairment. A relatively small portion of cases are on the Active or In Extremis docket in New York County or on active dockets in other jurisdictions. The complaints in most of those actions generally follow a form that contains a standard demand of significant damages, regardless of the individual plaintiff's alleged medical condition, and without identifying any Company product.
The Company will continue to vigorously defend against such claims and is confident that it will be successful in doing so. The Company has never been a producer, manufacturer or processor of asbestos fibers. Any asbestos-containing part of a Company product used in the past was purchased from a supplier and the asbestos encapsulated in other materials such that airborne exposure, if it occurred, was not harmful and is not associated with the types of injuries alleged in the pending actions.
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The Company has liability insurance coverage under various primary and excess policies that the Company believes will be available, if necessary, to substantially cover any liability that might ultimately be incurred in the asbestos actions referred to above. The costs and expenses of the asbestos actions are being paid by the Company’s insurers.
In view of the persistence of asbestos litigation in the U.S., the Company expects to continue to receive additional claims in the future. The Company intends to continue its practice of vigorously defending these claims and cases. As of December 2025, the Company has successfully dismissed approximately 28,500 cases by stipulation or summary judgment prior to trial.
It is not possible to predict the ultimate outcome of asbestos-related actions in the U.S. due to the unpredictable nature of this litigation, and no loss provision has been recorded in the Company's consolidated financial statements because a loss contingency is not deemed probable or estimable. Despite this uncertainty, and although results of operations and cash flows for a given period could be adversely affected by asbestos-related actions, the Company does not expect that any costs that are reasonably possible to be incurred by the Company in connection with asbestos litigation would have a material adverse effect on the Company's financial condition, results of operations or cash flows.
Other
The Company is subject to various other claims and legal proceedings covering a wide range of matters that arose in the ordinary course of business. In the opinion of management, all such matters are adequately covered by insurance or by established reserves, and, if not so covered, are without merit or are of such kind, or involve such amounts, as would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Insurance liabilities are recorded when it is probable that a liability has been incurred for a particular event and the amount of loss associated with the event can be reasonably estimated. Insurance reserves have been estimated based primarily upon actuarial calculations and reflect the undiscounted estimated liabilities for ultimate losses, including claims incurred but not reported. Inherent in these estimates are assumptions that are based on the Company's history of claims and losses, a detailed analysis of existing claims with respect to potential value, and current legal and legislative trends. If actual claims differ from those projected by management, changes (either increases or decreases) to insurance reserves may be required and would be recorded through income in the period the change was determined. When a recognized liability has been determined to be covered by third-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Insurance claim receivables are included in Other receivables on the Company's Consolidated Balance Sheets. See Note 1, Summary of Significant Accounting Policies for additional information on Accrued insurance and loss reserves.

13. Capital Stock*
The authorized capital stock of the Company consists of 150,000,000 shares of common stock and 4,000,000 shares of preferred stock, both having a par value of $1.25 per share. The preferred stock is issuable in series with terms as fixed by the Board. No preferred stock has been issued. The following table summarizes the Company's common stock activity for each period during the twelve months ended 2023, 2024 and 2025:
 Shares
Issued
Treasury
Shares
Outstanding
Shares
As of January 1, 2023116,358,520 36,868,880 79,489,640 
Shares issued for vested restricted stock units401,385 122,659 278,726 
Shares issued for vested restricted stock awards124,106 57,637 66,469 
As of December 31, 2023116,884,011 37,049,176 79,834,835 
Shares issued for vested restricted stock units590,133 227,794 362,339 
Stock appreciation rights exercised844 241 603 
As of December 31, 2024117,474,988 37,277,211 80,197,777 
Shares issued for vested restricted stock units756,921 274,701 482,220 
Stock appreciation rights exercised15,150 2,973 12,177 
Shares issued for vested performance stock units1,367,902 610,578 757,324 
As of December 31, 2025119,614,961 38,165,463 81,449,498 
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The following is a reconciliation of the average shares of common stock used to compute basic earnings per common share to the shares used to compute diluted earnings per common share as shown on the Consolidated Statements of Operations:
(In thousands, except per share data)202520242023
Income (loss) from continuing operations attributable to Enviri Corporation common stockholders, net of tax
$(163,542)$(125,736)$(79,161)
Weighted-average shares outstanding—basic80,712 80,118 79,796 
Dilutive effect of stock-based compensation— — — 
Weighted-average shares outstanding—diluted80,712 80,118 79,796 
Income (loss) from continuing operations per common share, attributable to Enviri Corporation common stockholders:
Basic$(2.03)$(1.57)$(0.99)
Diluted$(2.03)$(1.57)$(0.99)
The following average outstanding stock-based compensation units were not included in the computation of diluted earnings per share because the effect was antidilutive or the market conditions for the performance share units were not met:
(In thousands)202520242023
Restricted stock units2,020 1,476 1,219 
Stock appreciation rights3,109 2,618 2,303 
Performance share units1,693 1,797 1,341 

*Previously issued 2023 and 2024 amounts have been revised due to the correction of immaterial errors as discussed in Note 1, Summary of Significant Accounting Policies under "Revision of Previously Issued Financial Statements".

14. Stock-Based Compensation
The 2013 Equity and Incentive Plan as amended (the "2013 Plan") authorizes the issuance of up to 15.1 million shares of the Company's common stock for use in paying incentive compensation awards in the form of stock options or other equity awards such as restricted stock, restricted stock units ("RSUs"), stock appreciation rights ("SARs") or performance share units ("PSUs"), in which, starting in the year ended December 31, 2025, are settled either through equity or cash. Of the 15.1 million shares authorized, a maximum of 10.7 million shares may be issued for awards other than option rights or SARs, as defined in the 2013 Plan. The 2016 Non-Employee Directors' Long-Term Equity Compensation Plan, as amended (the "2016 Plan"), authorizes the issuance of up to 1.2 million shares of the Company's common stock for equity awards. Both plans have been approved by the Company's stockholders. At December 31, 2025, there were 2.4 million shares available for granting equity awards under the 2013 Plan, of which 1.6 million shares were available for awards other than option rights or SARs. At December 31, 2025, there were 0.3 million shares available for granting equity awards under the 2016 Plan.

Restricted Stock Units
The Board approves the granting of performance-based RSUs as the long-term equity component of director, officer and certain key employee compensation. The RSUs require no payment from the recipient and compensation cost is measured based on the market price of the Company's common stock on the grant date and is generally recorded over the vesting period. RSUs granted to officers and certain key employees in 2023, 2024 and 2025 either vest on a pro-rata basis over three years or upon obtainment of specified retirement or years of service criteria. The vesting period for RSUs granted to non-employee directors is one year and each RSU is exchanged for an equal number of shares of the Company's common stock upon vesting for awards issued under the 2016 and 2013 Plans. There is no option for cash payment.
RSU activity for the year ended December 31, 2025 was as follows:
Number of SharesWeighted Average
Grant-Date
Fair Value
Non-vested at December 31, 20241,475,656 $8.01 
Granted
1,203,010 $6.14 
Vested
(708,854)$8.22 
Forfeited
(47,920)$7.30 
Non-vested at December 31, 20251,921,892 $6.78 
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Total compensation expense related to RSUs was $7.9 million, $6.3 million and $4.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, the total unrecognized compensation expense related to non-vested RSUs was $6.1 million, which will be recognized over a weighted-average period of 1.7 years.
The total fair value of RSU's vested in 2025, 2024 and 2023 was $5.8 million, $5.6 million and $4.1 million, respectively.
Stock Appreciation Rights
The Board approves the granting of SARs to officers and certain key employees under the 2013 Plan. The SARs generally vest on a pro-rata three-year basis from the grant date or upon specified retirement or years of service criteria and expire no later than ten years after the grant date. The exercise price of the SARs is equal to the fair value of the Company's common stock on the grant date. Upon exercise, shares of the Company's common stock are issued based on the increase in the fair value of the Company's common stock over the exercise price of the SAR. SARs do not have an option for cash payment.

The table below summarizes the total SARs granted and the fair value of each grant estimated on the grant date using a Black-Scholes pricing model with the following assumptions:
Number of Shares Granted
Risk-free Interest RateDividend YieldExpected Life (Years)VolatilitySAR Grant PriceFair Value of SAR
March 2023 Grant404,5944.20 %— %6.062.6 %$7.45 $4.56 
May 2023 Grant48,4273.48 %— %6.063.0 %$9.31 $5.64 
March 2024 Grant567,9674.04 %— %6.063.4 %$8.20 $5.04 
March 2025 Grant711,4504.02 %— %6.065.1 %$6.03 $3.77 
June 2025 Grant33,8504.18 %— %6.065.7 %$8.20 $5.17 

SARs activity for the year ended December 31, 2025 was as follows:
Number of SharesWeighted Average Exercise Price
Aggregate Intrinsic Value (in millions) (a)
Outstanding, December 31, 2024
2,618,218 $11.20 $0.4 
Granted
745,300 $6.13 
Exercised
(80,979)$7.86 
Forfeited/Expired
(290,705)$15.69 
Outstanding, December 31, 20252,991,834 $9.59 $25.7 
(a)     Intrinsic value is defined as the difference between the current market value and the exercise price, for those SARs where the market price exceeds the exercise price.
The intrinsic value for SARs exercised in 2025 was $0.8 million. For 2024, there was no intrinsic value for SARs exercised. There were no SARs exercised in 2023.
The following table summarizes information related to outstanding and exercisable SARs at December 31, 2025:
SARs OutstandingSARs Exercisable
Range of Exercisable PricesVestedNon-vestedWeighted-Average Exercise Price per ShareWeighted-Average Remaining Contractual Life in YearsNumber ExercisableWeighted-Average Exercise Price per Share
$5.02 - $13.70
1,430,025 1,238,201 $8.30 6.281,430,025 $9.52 
$18.58 - $22.51
323,608 — 20.25 3.51323,608 20.25 
1,753,633 1,238,201 $9.59 5.981,753,633 $11.50 

Total compensation expense related to SARs was $3.6 million, $2.1 million and $1.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, total unrecognized compensation expense related to non-vested SARs was $1.9 million, which will be recognized over a weighted average period of 1.8 years.
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Weighted-average grant date fair value of non-vested SARs for the year ended December 31, 2025 was as follows:
Number of SharesWeighted-Average Grant Date Fair Value
Non-vested shares, December 31, 2024
928,964 $5.07 
Granted
745,300 3.83 
Vested
(407,647)5.26 
Forfeited
(28,416)4.88 
Non-vested shares, December 31, 2025
1,238,201 $4.27 
Performance Share Units
The Board approves the granting of PSUs to officers and certain key employees that may be earned based on the Company's total shareholder return over the three-year performance period. PSUs are paid out at the end of each performance period based on the Company’s performance, which is measured by determining the percentile rank of the total shareholder return of the Company's common stock in relation to the total shareholder return of a specific peer group of companies. The peer group of companies utilized is the S&P SmallCap 600 Industrials Index. The payment of PSUs following the performance period will be based in accordance with the scale set forth in the PSU agreements, and may range from 0% to 200% of the initial grant. For 2025, a portion of the PSUs that were granted are to be settled in cash and are, therefore, accounted for as a liability with changes in value recorded through earnings at the end of each reporting period and is included in Other liabilities on the Company's Consolidated Balance Sheet. PSUs granted prior to 2025 did not have an option for cash payment.

Under the 2013 Plan, the Company granted the following shares presented in the table below and estimated the fair value of these grants on the grant date using a Monte Carlo pricing model with the following assumptions:
PSUs Issued
Number of Shares Granted
Risk-free Interest rateDividend YieldExpected Life (Years)Volatility
Fair Value per PSU
March 2023 Grant758,965 4.67 %— %2.8243.9 %$10.91 
May 2023 Grant29,337 3.75 %— %2.6541.5 %$15.24 
March 2024 Grant778,702 4.26 %— %2.8139.8 %$12.04 
March 2025 Grant
1,041,593 3.91 %— %2.8358.2 %$7.38 

Total compensation expense related to PSUs was $21.8 million, $8.3 million and $5.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. During the year ended December 31, 2025, the Company approved the acceleration of vesting for PSUs held by certain executive officers in connection with the Company's agreement for the pending sale of Clean Earth to mitigate the potential negative tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended by the Company and the executive officers. As a result of this modification, the Company recognized incremental compensation expense of $6.5 million, which includes the fair value adjustment related to the equity and cash-settled PSUs. The year ended December 31, 2025 also includes additional expense related to the fair value adjustment pertaining primarily related to the unvested cash-settled PSUs. At December 31, 2025, total unrecognized compensation expense related to non-vested PSUs was $7.4 million, which will be recognized over a weighted average period of 1.9 years.

A summary of the Company's non-vested PSU activity during the year ending December 31, 2025 was as follows:
Number of SharesWeighted-Average Grant Date Fair Value
Non-vested shares, December 31, 2024
1,457,388 $11.58 
Granted (a)
1,041,593 $7.38 
Vested, not issued (b)
(660,165)$11.10 
Vested and issued (c)
(912,459)$9.79 
Forfeited (d)
(83,839)$10.84 
Non-vested shares, December 31, 2025
842,518 $8.77 
(a) Includes 520,819 equity-settled and 520,774 cash-settled
(b) The measurement period for PSUs issued in 2023 ended on December 31, 2025. These shares vested but will not be issued until the Board certifies the measurement period results in early 2026. These shares will vest at 200%.
(c) Includes 692,370 equity-settled and 220,089 cash-settled, vested at 200%.
(d) Includes 78,340 equity-settled and 5,499 cash-settled.


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15. Financial Instruments
Off-Balance Sheet Risk
As collateral for the Company's performance and to insurers, the Company is contingently liable under standby letters of credit, bonds, bank guarantees and performance guarantees in the amounts of $448.9 million and $451.8 million at December 31, 2025 and 2024, respectively. The expiration periods of the standby letters of credit, bonds and bank guarantees are generally in force for approximately two years. Certain issues have no scheduled expiration date. The Company pays fees to various banks and insurance companies that typically range from approximately 0.2% to 4.3% per annum of the instrument's face value. If the Company were required to obtain replacement standby letters of credit, bonds and bank guarantees at December 31, 2025 for those currently outstanding, it is the Company's opinion that the replacement costs would be within the present fee structure.

The Company has currency exposures in approximately 30 countries. The Company's primary foreign currency exposures during 2025 were in the European Union, the U.K., Brazil and China, as well as in Turkey and Argentina.

Off-Balance Sheet Risk—Third-Party Guarantees
Any liabilities related to the Company's obligation to stand ready to act on third-party guarantees are included in Other current liabilities or Other liabilities (as appropriate) on the Company's Consolidated Balance Sheets. Any recognition of these liabilities did not have a material impact on the Company's financial position or results of operations for 2025, 2024 or 2023.
In the normal course of business, legal indemnifications are provided related primarily to the performance of the Company's products and services and patent and trademark infringement of the products and services sold. These indemnifications generally relate to the performance (regarding function, not price) of the respective products or services and, therefore, no liability is recognized related to the fair value of such guarantees.
Derivative Instruments and Hedging Activities
The Company uses derivative instruments, including foreign currency exchange forward contracts and interest rate swaps, to manage certain foreign currency and interest rate exposures. Derivative instruments are viewed as risk management tools by the Company and are not used for trading or speculative purposes. All derivative instruments are recorded on the Company's Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply, or the Company elects not to apply hedge accounting.

The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs, such as forward rates, interest rates, the Company’s credit risk and counterparties’ credit risks, and which minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the ability to observe those inputs. Foreign currency exchange forward contracts and interest rate swaps are based upon pricing models using market-based inputs (Level 2). Model inputs can be verified and valuation techniques do not involve significant management judgment.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The Company utilizes market data or assumptions that the Company believes market participants would use in valuing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique.
The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about market participant assumptions based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). 
The three levels of the fair value hierarchy are described below:
•Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
102

•Level 2—Inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
•Level 3—Inputs that are both significant to the fair value measurement and unobservable. 
In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The fair value of outstanding derivative contracts recorded as assets and liabilities on the Company's Consolidated Balance Sheets was as follows:
(In thousands)Balance Sheet LocationFair Value of Derivatives Designated as Hedging InstrumentsFair Value of Derivatives Not Designated as Hedging InstrumentsTotal Fair Value
December 31, 2025    
Asset derivatives (Level 2):
Foreign currency exchange forward contractsOther current assets$36 $1,340 $1,376 
Interest rate swapsOther current assets887 — 887 
Interest rate swapsOther assets313 — 313 
Total $1,236 $1,340 $2,576 
Liability derivatives (Level 2):
Foreign currency exchange forward contracts
Derivative liabilities
$861 $19,978 $20,839 
Total$861 $19,978 $20,839 
December 31, 2024    
Asset derivatives (Level 2):
Foreign currency exchange forward contractsOther current assets$347 $7,590 $7,937 
Interest rate swapsOther assets5,250 — 5,250 
Total $5,597 $7,590 $13,187 
Liability derivatives (Level 2):
Foreign currency exchange forward contracts
Derivative liabilities
$80 $987 $1,067 
Interest rate swaps
Derivative liabilities
217 — 217 
Total$297 $987 $1,284 

103

All of the Company's derivatives are recorded on the Consolidated Balance Sheets at gross amounts and not offset. All of the Company's interest rate swaps and certain foreign currency exchange forward contracts are transacted under ISDA documentation. Each ISDA master agreement permits the net settlement of amounts owed in the event of default. The Company's derivative assets and liabilities are subject to enforceable master netting arrangements which, if offset, would have resulted in a $0.3 million net liability at December 31, 2025 and a $2.2 million net asset at December 31, 2024.

The effect of derivative instruments on the Company's Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income (Loss) was as follows:
Derivatives Designated as Hedging Instruments
Gain (Loss) Recognized in
OCI on Derivatives
Loss (Gain) Reclassified from
AOCI into Income - Effective Portion or Equity
(In thousands)202520242023202520242023
Foreign currency exchange forward contracts$(2,296)$592 $(1,696)$1,454 $(695)$1,638 
Interest rate swaps(3,603)8,757 1,869 (230)(3,018)(2,576)
 $(5,899)$9,349 $173 $1,224 $(3,713)$(938)

The locations and amounts of gain (loss) recognized on the Consolidated Statements of Operations are as follows:
2025
(in thousands)Product RevenuesInterest Expense
Total amounts in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$252,214 $(110,962)
Interest rate swaps:
Gain or (loss) reclassified from AOCI into income— 230 
Foreign exchange contracts:
Gain or (loss) reclassified from AOCI into income(1,454)— 
2024
(in thousands)Product RevenuesInterest Expense
Total amounts in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$365,356 $(112,217)
Interest rate swaps:
Gain or (loss) reclassified from AOCI into income— 3,018 
Foreign exchange contracts:
Gain or (loss) reclassified from AOCI into income695 — 
2023
Product RevenuesInterest Expense
Total amounts in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$435,339 $(107,081)
Interest rate swaps:
Gain or (loss) reclassified from AOCI into income— 2,576 
Foreign exchange contracts:
Gain or (loss) reclassified from AOCI into income(1,638)— 

Derivatives Not Designated as Hedging Instruments
Location of Gain (Loss) Recognized in Income on Derivatives
Amount of Gain (Loss) Recognized in Income on Derivatives for the Twelve Months Ended December 31(a)
(In thousands)202520242023
Foreign currency exchange forward contracts
Cost of services and products sold
$(43,431)$25,184 $426 
(a)    These gains (losses) offset amounts recognized in cost of sales sold principally as a result of intercompany or third-party foreign currency exposures.

104

Foreign Currency Exchange Forward Contracts
The Company conducts business in multiple currencies and, accordingly, is subject to the inherent risks associated with foreign exchange rate movements. Foreign currency-denominated assets and liabilities are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates, and income and expense items are translated at the average monthly exchange rates during the respective periods. 

The Company uses derivative instruments to hedge cash flows related to foreign currency fluctuations. The outstanding foreign currency exchange forward contracts are part of a worldwide program to minimize foreign currency exchange operating income and balance sheet exposure by offsetting foreign currency exposures of certain future payments between the Company and various subsidiaries, suppliers or customers. The unsecured contracts are with major financial institutions. The Company may be exposed to credit loss in the event of non-performance by the contract counterparties. The Company evaluates the creditworthiness of the counterparties and does not expect default by them. Foreign currency exchange forward contracts are used to hedge commitments, such as foreign currency debt, firm purchase commitments and foreign currency cash flows for certain export sales transactions.
Changes in the fair value of derivatives used to hedge foreign currency denominated balance sheet items are reported directly in earnings, along with offsetting transaction gains and losses on the items being hedged. Derivatives used to hedge forecasted cash flows associated with foreign currency commitments may be accounted for as cash flow hedges, as deemed appropriate, if the criteria for hedge accounting are met. Gains and losses on derivatives designated as cash flow hedges are deferred in AOCI, a separate component of equity, and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. The ineffective portion of all hedges, if any, is recognized currently in earnings.
The recognized gains and losses offset amounts recognized in cost of sales principally as a result of intercompany or third-party foreign currency exposures. At December 31, 2025 and December 31, 2024, the notional amounts of foreign currency exchange forward contracts were $639.0 million and $593.7 million, respectively. These contracts primarily hedge British pounds sterling and Euros against other currencies and mature through August 2027.
In addition to foreign currency exchange forward contracts, the Company designates certain loans as hedges of net investments in international subsidiaries. The Company recorded a pre-tax net loss of $3.0 million in 2025 and gains of $2.4 million and $1.1 million during 2024 and 2023, respectively, related to hedges of net investments in OCI.
Interest Rate Swaps
The Company uses interest rate swaps in conjunction with certain variable rate debt issuances in order to secure a fixed interest rate. Changes in the fair value attributed to the effect of the swaps’ interest spread and changes in the credit worthiness of the counter-parties are recorded in OCI.

In the first quarter of 2023, the Company entered into a series of interest rate swaps that matured in December 2025. The swaps had the effect of converting $300.0 million of the Term Loan from a floating interest rate to a fixed interest rate and were classified as cash flow hedges. The fixed rates provided by these swaps, ranging from 4.16% to 4.21%, replaced the adjusted SOFR rate in the interest calculation.

In October 2024, the Company entered into a new series of interest rate swaps that were in effect upon the maturity of the existing interest rate swaps in December 2025 and will mature in March 2028. These forward swaps have the effect of converting $300.0 million from the Term Loan from a floating interest rate to a fixed interest rate and are classified as cash flow hedges. These swaps provide fixed interest rates that range from 3.06% to 3.12% and replace the adjusted SOFR rate in the interest calculation.

Fair Value of Other Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximate fair value due to the short-term maturities of these assets and liabilities. At December 31, 2025 and 2024, the total fair value of long-term debt, including current maturities, was $1,566.4 million and $1,419.7 million, respectively, compared with a carrying value of $1,567.0 million and $1,444.4 million, respectively. Fair values for debt are based upon pricing models using market-based inputs (Level 2) for similar issues or on the current rates offered to the Company for debt of the same remaining maturities.

Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivables. The Company places cash and cash equivalents with high-quality financial institutions and, by policy, limits the amount of credit exposure to any single institution.
105

Concentrations of credit risk with respect to accounts receivable exist in HE, which have several large customers throughout the world with significant accounts receivable balances. Consolidation in the global steel industry could result in an increase in concentration of credit risk for the Company. CE also has significant sales to several U.S. customers.
The Company generally does not require collateral or other security to support customer receivables. If a receivable from one or more of the Company's larger customers becomes uncollectible, it could have a material effect on the Company's results of operations or cash flows.

16. Information by Segment and Geographic Area*
The Company reports information about operating segments using the "management approach," which is based on the way management organizes and reports the segments within the enterprise for making operating decisions and assessing performance. The Company's reportable segments are identified based upon differences in products, services and markets served. In 2025, the Company had three reportable segments. These segments and the types of products and services offered include the following:

Harsco Environmental
HE is a global provider of on-site environmental services for the management of waste and byproduct streams from our customers, which includes resource recovery and recycling of waste materials, materials handling and logistical support and aluminum dross and scrap management. HE also manufactures value-added downstream products from industrial waste streams, or ecoproducts, which includes road surfacing materials, metallurgical additives, agriculture and turf products and cement additives.

Clean Earth
CE provides specialty waste processing solutions for customers in the industrial, retail, healthcare and construction industries in the U.S. CE's services include the treatment, recycling and beneficial reuse of hazardous and non-hazardous wastes and the processing of contaminated soil and dredged materials.

Harsco Rail
Rail is a global provider of railway track maintenance equipment and services. Rail's products include highly engineered railway track maintenance equipment, aftermarket parts and safety and diagnostics technology systems. In addition, Rail provides railway maintenance services to major railways, mass transit systems and equipment leasing companies.

Information by Geographical Areas
Countries with revenues from unaffiliated customers or net PP&E of 10% or more of the consolidated totals for at least one of the periods presented below are as follows:
 Revenues from Unaffiliated Customers
  Years ended December 31
(In thousands)202520242023
By geographic location (a):
U.S.$1,283,489 $1,341,287 $1,405,398 
International
956,869 1,001,850 960,789 
Total revenues from unaffiliated customers$2,240,358 $2,343,137 $2,366,187 
(a)    Revenues are attributed to individual countries based on the location of the facility generating the revenue.
 Property, Plant and Equipment, Net
 December 31
(In thousands)20252024
By geographic location:
U.S.$362,085 $338,679 
International
337,579 325,613 
Total property, plant and equipment, net$699,664 $664,292 

No customer provided in excess of 10% of the Company's consolidated revenues in 2025, 2024 and 2023.
106

In 2025, 2024 and 2023, HE had one customer that provided in excess of 10% of its revenues under multiple long-term contracts at several mill sites. Should additional consolidations occur involving some of the steel industry's larger companies which are customers of the Company, it would result in an increase in concentration of credit risk for the Company. The loss of these contracts would not have a material adverse effect upon the Company's financial position or cash flows; however, it could have a significant effect on quarterly or annual results of operations.

In 2025, 2024, and 2023, CE had one customer that provided in excess of 10% of its revenue. The loss of this customer would not have a material adverse impact on the Company's financial positions or cash flows; however, it could have a material effect on quarterly or annual results of operations.

In 2025 and 2024, Rail had two customers that provided more than 10% of the segment total revenues and, in 2023, Rail had one customer that provided more than 10% of the segment total revenues. The loss of either customer would not have a material adverse impact on the Company's financial positions or cash flows; however, it could have a material effect on quarterly or annual results of operations.

Operating Information by Segment
The accounting policies for the three reportable segments are consistently applied, as described in Note 1, Summary of Significant Accounting Policies. The Company's chief operating decision maker (the "CODM") is the Company's Chairman and Chief Executive Officer. The CODM uses segment operating income/(loss) from continuing operations as the profit measure to evaluate segment performance and allocate resources across segments. Corporate unallocated expenses, interest income, interest expense, facility fees and debt-related income (expense) and defined benefit pension income (expense) are centrally managed costs and are, therefore, excluded from this profit measure to provide better understanding of the Company's segment operating results. The CODM considers variances of actual performance to the Company's annual operating plan and periodic forecasts when making decisions.
The following tables include information about the Company's revenues and operating income (loss) by reporting segment, along with significant segment expenses and other segment information, for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31, 2025
(in thousands)Harsco
Environmental
Clean
Earth
Harsco
Rail
Total SegmentCorporate
Total
Segment Profit and Loss:
Total revenues1,019,411 973,853 247,094 $2,240,358 — $2,240,358 
Less:
Cost of services and products sold (a)
857,777 711,666 251,108 1,820,551 155 1,820,706 
Selling, general and administrative expenses105,402 169,728 46,953 322,083 59,922 382,005 
Property, plant and equipment impairment charge7,797 — — 7,797 — 7,797 
Other segment items (a)(b)
6,258 797 6,410 13,465 12,136 25,601 
Operating income (loss) from continuing operations42,177 91,662 (57,377)$76,462 (72,213)$4,249 
Plus:
Interest income2,191 
Interest expense(110,962)
Facility fees and debt-related income (expense)(10,662)
Defined benefit pension income (expense)(21,635)
Income (loss) from continuing operations before income taxes and equity income$(136,819)
Other Segment Information:
Depreciation
108,168 39,778 4,464 $152,410 972 $153,382 
Amortization (c)
2,242 23,644 713 $26,599 3,976 $30,575 
Capital expenditures
84,494 49,459 7,117 $141,070 209 $141,279 
Total assets
1,329,132 1,036,916 333,383 $2,699,431 9,240 $2,708,671 
107

Year Ended December 31, 2024
(in thousands)Harsco
Environmental		Clean
Earth		Harsco
Rail		Total SegmentCorporateTotal
 Segment Profit and Loss:
Total revenues1,111,512 940,337 291,288 $2,343,137 — $2,343,137 
Less:
Cost of services and products sold (a)
948,591 690,160 271,853 1,910,604 — 1,910,604 
Selling, general and administrative expenses113,845 156,378 48,461 318,684 40,704 359,388 
Goodwill and other intangible asset impairment charges2,840 — 13,026 15,866 — 15,866 
Property, plant and equipment impairment charge23,444 — — 23,444 — 23,444 
Remeasurement of long-lived assets— — 10,695 10,695 — 10,695 
Gain on sale of businesses, net(10,029)— — (10,029)(449)(10,478)
Other segment items (a)(b)
808 1,151 6,808 8,767 (5,863)2,904 
Operating income (loss) from continuing operations32,013 92,648 (59,555)$65,106 (34,392)$30,714 
Plus:
Interest income6,795 
Interest expense(112,217)
Facility fees and debt-related income (expense)(11,265)
Defined benefit pension income (expense)(17,607)
Income (loss) from continuing operations before income taxes and equity income$(103,580)
Other Segment Information:
Depreciation
109,756 33,840 3,478 $147,074 1,255 $148,329 
Amortization (c)
3,068 23,976 224 $27,268 4,203 $31,471 
Capital expenditures
98,845 32,754 4,756 $136,355 236 $136,591 
Total assets
1,263,031 993,107 351,174 $2,607,312 27,199 $2,634,511 
Year Ended December 31, 2023
(in thousands)Harsco
Environmental		Clean
Earth		Harsco
Rail		Total SegmentCorporateTotal
 Segment Profit and Loss:
Total revenues1,141,935 927,457 296,795 $2,366,187 — $2,366,187 
Less:
Cost of services and products sold (a)942,219 694,164 270,996 1,907,379 — 1,907,379 
Selling, general and administrative expenses109,131 154,513 45,770 309,414 44,571 353,985 
Property, plant and equipment impairment charge14,099 — — 14,099 — 14,099 
Other segment items (a)(b)
(2,180)2,078 4,884 4,782 (1,571)3,211 
Operating income (loss) from continuing operations78,666 76,702 (24,855)$130,513 (43,000)$87,513 
Plus:
Interest income6,809 
Interest expense(107,081)
Facility fees and debt-related income (expense)(10,762)
Defined benefit pension income (expense)(22,326)
Income (loss) from continuing operations before income taxes and equity income$(45,847)
Other Segment Information:
Depreciation
113,571 23,252 — $136,823 2,133 $138,956 
Amortization (c)
4,030 24,583 — $28,613 3,795 $32,408 
Capital expenditures
104,045 32,100 2,453 $138,598 427 $139,025 
Total assets
1,417,278 979,871 369,931 $2,767,080 67,444 $2,834,524 
(a) Cost of services and products sold is a significant expense category provided to the CODM at the segment-level.
(b) Other segment activities include amounts reflected in the captions, Research and development costs, Cost of services and products sold and Other (income) expenses, net, on the Company's Consolidated Statements of Operations.
(c) Amortization expense in Corporate relates to the amortization of deferred financing costs.

108

*Previously issued 2023 and 2024 amounts have been revised due to the correction of immaterial errors as discussed in Note 1, Summary of Significant Accounting Policies under "Revision of Previously Issued Financial Statements".

17. Revenues *

The Company recognizes revenues to depict the transfer of promised services and products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services or products. Service revenues include CE and the service components of HE and Rail. Product revenues include portions of HE and Rail.
A summary of the Company's revenues by primary geographical markets as well as by key product and service groups for the years ended December 31, 2025, 2024 and 2023 is as follows:
Year Ended December 31, 2025
(In thousands)
Harsco
Environmental
Clean Earth
Harsco Rail
Consolidated Totals
Primary Geographical Markets (a):
North America$228,691 $973,853 $141,527 $1,344,071 
Western Europe401,709 — 81,779 483,488 
Latin America (b)
148,619 — 2,925 151,544 
Asia-Pacific118,556 — 20,863 139,419 
Middle East and Africa102,808 — — 102,808 
Eastern Europe 19,028 — — 19,028 
Total Revenues $1,019,411 $973,853 $247,094 $2,240,358 
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing; and related logistical services$950,829 $— $— $950,829 
Ecoproducts50,816 — — 50,816 
Environmental systems for aluminum dross and scrap processing17,766 — — 17,766 
Railway track maintenance equipment
— — 83,882 83,882 
After market parts and services; safety and diagnostic technology
— — 101,516 101,516 
Railway contracting services
— — 61,696 61,696 
Hazardous waste processing solutions— 824,244 — 824,244 
Soil and dredged materials processing and reuse solutions— 149,609 — 149,609 
Total Revenues$1,019,411 $973,853 $247,094 $2,240,358 

Year Ended December 31, 2024
(In thousands)
Harsco Environmental
Clean Earth
Harsco Rail
Consolidated Totals
Primary Geographical Markets (a):
North America$292,274 $940,337 $173,424 $1,406,035 
Western Europe425,775 — 84,398 510,173 
Latin America (b)
154,684 — 5,578 160,262 
Asia-Pacific117,523 — 27,888 145,411 
Middle East and Africa103,957 — — 103,957 
Eastern Europe 17,299 — — 17,299 
Total Revenues$1,111,512 $940,337 $291,288 $2,343,137 
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing; and related logistical services$974,284 $— $— $974,284 
Ecoproducts113,800 — — 113,800 
Environmental systems for aluminum dross and scrap processing23,428 — — 23,428 
Railway track maintenance equipment
— — 113,039 113,039 
After market parts and services; safety and diagnostic technology
— — 117,327 117,327 
Railway contracting services
— — 60,922 60,922 
Hazardous waste processing solutions— 778,894 — 778,894 
Soil and dredged materials processing and reuse solutions— 161,443 — 161,443 
Total Revenues$1,111,512 $940,337 $291,288 $2,343,137 


109

Year Ended December 31, 2023
(In thousands)
Harsco Environmental
Clean Earth
Harsco Rail
Consolidated Totals
Primary Geographical Markets (a):
North America$318,574 $927,457 $214,893 $1,460,924 
Western Europe431,893 — 57,301 489,194 
Latin America (b)
171,225 — 2,540 173,765 
Asia-Pacific113,800 — 22,061 135,861 
Middle East and Africa86,867 — — 86,867 
Eastern Europe 19,576 — — 19,576 
Total Revenues$1,141,935 $927,457 $296,795 $2,366,187 
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing; and related logistical services$951,992 $— $— $951,992 
Ecoproducts162,291 — — 162,291 
Environmental systems for aluminum dross and scrap processing27,652 — — 27,652 
Railway track maintenance equipment— — 128,155 128,155 
After market parts and services; safety and diagnostic technology— — 121,039 121,039 
Railway contracting services— — 47,601 47,601 
Hazardous waste processing solutions— 766,474 — 766,474 
Soil and dredged materials processing and reuse solutions— 160,983 — 160,983 
Total Revenues$1,141,935 $927,457 $296,795 $2,366,187 
(a)     Revenues are attributed to individual countries based on the location of the facility generating the revenue.
(b)    Includes Mexico.

The Company may receive payments in advance of earning revenue (advances on contracts), which are included in Other current liabilities and Other liabilities on the Consolidated Balance Sheets. The Company may recognize revenue in advance of being able to contractually invoice the customer (contract assets), which is included in Other current assets on the Consolidated Balance Sheets. Contract assets are transferred to Trade accounts receivable, net, when the right to payment becomes unconditional. Contract assets and advances on contracts are reported as a net position, on a contract-by-contract basis, at the end of each reporting period.

The Company had contract assets totaling $69.1 million and $97.2 million at December 31, 2025 and 2024, respectively. The decrease is due principally to the transfer of contract assets to accounts receivable in excess of new advances. The Company had advances on contracts totaling $8.2 million and $23.9 million at December 31, 2025 and 2024, respectively. The decrease is due principally to recognition of revenue on previously received advances on contracts in excess of receipts of new advances on contracts during the period. During the year ended December 31, 2025, the Company recognized approximately $23.4 million of revenue related to amounts previously included in advances on contracts.
The table below represents the expected fulfillment year of Company's fixed, unsatisfied performance obligations, where the expected contract duration exceeds one year, by segment, and exclude any variable fees, fixed fees subject to indexation and any performance obligations expected to be satisfied within one year:
(In thousands)
Harsco
Environmental
Harsco
Rail
2026$17,343 $56,710 
202715,986 39,083 
202814,058 6,616 
20294,866 3,375 
20303,277 3,375 
Thereafter
3,132 9,562 
Total remaining performance obligations
$58,662 $118,721 

110

Rail is currently manufacturing highly-engineered equipment under large long-term fixed-price contracts with Network Rail, Deutsche Bahn, and SBB. The Company has previously recognized estimated forward loss provisions related to these contracts of $32.7 million and $32.8 million for the years ended 2024 and 2023 related to these contracts due to several factors, such as material and labor cost inflation, supply chain delays, the bankruptcy of key vendors, increased engineering efforts and challenges encountered with homologation and commissioning of equipment. These challenges carried into 2025 and the Company recorded an additional $30.3 million forward loss provision for these contracts for the year ended December 31, 2025, as discussed further below.

For the Network Rail contract, the Company recorded additional loss provisions of $11.3 million in the first half of 2025. This additional loss is primarily related to increased estimated manufacturing and material costs. For 2024, the Company recorded an additional forward loss provision adjustment of $16.1 million. This additional loss is primarily related to increased estimated liquidated damages due to delays in the estimated delivery of the machines and increased engineering and manufacturing costs primarily as a result of design changes.

For the Deutsche Bahn contract, the Company recorded additional loss provisions of $5.5 million during 2025, with $18.8 million recorded in the fourth quarter, related to challenges encountered with the homologation of the initial vehicles, resulting in higher estimated costs to complete all vehicles including redesign as well as additional estimated penalties due to the resulting project delays. In the first quarter, the Company recorded a net favorable adjustment of $13.3 million as a result of an amendment to the contract which included additional pricing, as well as an extension of the delivery schedule for the machines which resulted in a reduction of the previous estimate of penalties recorded as an increase to revenue, offset by higher estimated material, manufacturing and engineering costs. During 2024, additional estimated forward loss provisions of $14.4 million were recorded, related principally to unexpected supplier price increases, challenges with supplier quality on key components necessitating a switch to a different supplier and increased engineering efforts that exceeded previous estimates.

For the SBB contract, the Company recorded net additional loss provisions of $13.5 million during 2025, with $6.4 million recorded in the fourth quarter related principally to unanticipated costs identified during the prototype commissioning of the universal vehicles, as well as higher estimated manufacturing, assembly and logistic costs. For 2024, the Company recorded an additional estimated forward loss provision of $2.2 million related principally to increased estimates for assembly, storage and commissioning costs for the remaining vehicles due to project delays.

The estimated forward loss provisions represent the Company's best estimate based on currently available information. It is possible that the Company's overall estimate of liquidated damages, penalties and costs to complete these contracts may change, which could result in an additional estimated forward loss provision at such time that could be material. The Company will continue to update its estimates to complete these contracts, which will include the effect of negotiations with the customers regarding price increases, change orders and extensions to delivery schedules. To that extent, the Company is currently in discussions with Network Rail and has sent Network Rail a letter communicating the need to bring the negotiations to closure and summarizing various options, including a substantial revision of the contract’s economic terms or finding a mutually acceptable exit to this contract. If the Company were to exit this contract, it could result in a material loss in that period.

As of December 31, 2025, the contracts with Network Rail, Deutsche Bahn and SBB are 67%, 54% and 90% complete, respectively, based on costs incurred compared to the estimated costs to complete.

The Company provides assurance type warranties primarily for product sales at Rail. These warranties are typically not priced or negotiated separately (there is no option to separately purchase the warranty) or the warranty does not provide customers with a service in addition to the assurance that the product complies with agreed-upon specifications. Accordingly, such warranties do not represent separate performance obligations.















*Previously issued 2023 and 2024 amounts have been revised due to the correction of immaterial errors as discussed in Note 1, Summary of Significant Accounting Policies under "Revision of Previously Issued Financial Statements".
111

18. Other Expense (Income), Net
The major components of this Consolidated Statements of Operations caption, broken out by operating segment, are as follows:
(In thousands)202520242023
Net gains
Harsco Environmental
$(3,220)$(3,357)$(250)
Clean Earth
(300)— — 
Harsco Rail
(276)— (2,311)
Corporate— (3,272)— 
Total net gains(3,796)(6,629)(2,561)
Employee termination benefit costs
Harsco Environmental
8,036 6,013 1,977 
Clean Earth
730 521 1,399 
Harsco Rail
1,960 640 (645)
Corporate327 1,179 275 
Total employee termination benefit costs11,053 8,353 3,006 
Other costs (income) to exit activities
Harsco Environmental
3,336 (3,615)(7,810)
Harsco Rail
(59)9 3,576 
Corporate18,700 2,060 2,669 
Total other costs (income) to exit activities
21,977 (1,546)(1,565)
Asset impairments
Harsco Environmental
583 2,771 88 
Clean Earth
— 567 — 
Harsco Rail
185 1,921 — 
Total asset impairments
768 5,259 88 
Contingent consideration adjustments
Corporate— — (848)
Total contingent consideration adjustments— — (848)
Other (income) expense — — 289 
Total other (income) expenses, net$30,002 $5,437 $(1,591)

Net Gains
Net gains result from the sales of redundant properties (primarily land, buildings and related equipment) and non-core assets. In 2025, gains related to assets sold principally in HE primarily in North America. In 2024, gains related to assets sold principally in Corporate primarily in North America and HE primarily in Latin America. In 2023, gains related to assets sold in Rail primarily in Asia Pacific.

Employee Termination Benefit Costs
Costs and the related liabilities associated with involuntary termination benefit costs for one-time benefit arrangements provided as part of an exit or disposal activity are recognized when a formal plan for reorganization is approved at the appropriate level of management and is communicated to the affected employees. Additionally, costs associated with ongoing benefit arrangements, or in certain countries where statutory requirements dictate a minimum required benefit, are recognized when they are probable and estimable. The employee termination benefit cost in 2025 principally related to HE primarily in Western Europe and North America; and Rail primarily in North America. The employee termination benefit costs in 2024 principally related to HE primarily in Latin America and Western Europe; and Corporate primarily in North America. The employee termination benefit costs in 2023 principally related to HE primarily in Western Europe and CE in North America.

112

Other Costs to Exit Activities
Costs associated with exit or disposal activities include costs to terminate a contract and other costs associated with exit or disposal activities. Costs to terminate a contract are recognized when an entity terminates the contract or when an entity ceases using the right conveyed by the contract. This includes the costs to terminate the contract before the end of its term or the costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. Other costs associated with exit or disposal activities (e.g., costs to sell a business, costs to consolidate or close facilities and relocate equipment or employees) are recognized and measured at their fair value in the period in which the liability is incurred. Also included are any benefits received in relation to an exit activity, such as a contract termination fee received from a customer. In 2025, exit costs were incurred principally in Corporate related to the planned sale of Clean Earth. In 2025 exit costs were also incurred in HE, mostly in Western Europe. In 2024, exit costs were incurred in HE, mostly in Latin America. In 2023, exit income was incurred principally in HE, mostly due to an $8.1 million net gain in North America related to a lease modification that resulted in a lease incentive for the Company to relocate a site prior to the end of the expected lease term. In 2023 exit costs were incurred related to the Rail sale efforts.

Asset Impairments
Asset impairments include impairment charges for long-lived assets, other than definite-lived intangibles, and are measured as the amount by which the carrying amount of assets exceeds their fair value. Fair value is estimated based upon the expected future realizable discounted cash flows including anticipated selling prices. Non-cash impaired asset write-downs, for long-lived assets other than definite-lived intangibles, are included in Other, net, on the Consolidated Statements of Cash Flows as adjustments to reconcile net income (loss) to net cash provided by operating activities. In all years presented, impaired asset write-downs were incurred primarily in HE across several regions. In 2025, Rail had an impaired asset write-down in Western Europe. In 2024, Rail had an impaired asset write-down in North America.

Contingent Consideration Adjustments
The Company acquired Clean Earth in 2019. Included in liabilities acquired was a contingent liability resulting from a prior Clean Earth acquisition. Each quarter, until settlement of the related contingencies, the Company assesses the likelihood that the acquired businesses will achieve performance goals and the resulting fair value of the contingent consideration and any future adjustments (increases or decreases) are included in operating results. In 2023, the Company recorded an adjustment related to expected reimbursement of net operating losses that did not occur which was the final settlement of Clean Earth contingencies.


19. Components of Accumulated Other Comprehensive Loss*
AOCI is included on the Consolidated Statements of Stockholders' Equity. The components of AOCI, net of the effect of income taxes, and activity for the years ended December 31, 2025 and 2024 are as follows:
Components of AOCI - Net of Tax
(In thousands)Cumulative Foreign Exchange Translation AdjustmentsEffective Portion of Derivatives Designated as Hedging InstrumentsCumulative Unrecognized Actuarial Losses on Pension ObligationsUnrealized Gain (Loss) on Marketable SecuritiesTotal
Balance at December 31, 2023$(184,376)$(470)$(357,159)$15 $(541,990)
OCI before reclassifications(45,998)(a)7,036 (b)27,716 (c)7 (11,239)
Amounts reclassified from AOCI, net of tax(108)(2,797)17,524 — 14,619 
Total OCI(46,106)4,239 45,240 7 3,380 
Less: OCI attributable to noncontrolling interests1,225 — — — 1,225 
OCI attributable to Enviri Corporation(44,881)4,239 45,240 7 4,605 
Balance at December 31, 2024(229,257)3,769 (311,919)22 (537,385)
OCI before reclassifications32,045 (a)(4,824)(b)(21,046)(c)3 6,178 
Amounts reclassified from AOCI, net of tax— 1,070 17,515 — 18,585 
Total OCI32,045 (3,754)(3,531)3 $24,763 
Less: OCI attributable to noncontrolling interests(1,859)— — — (1,859)
OCI attributable to Enviri Corporation30,186 (3,754)(3,531)3 22,904 
Balance at December 31, 2025$(199,071)$15 $(315,450)$25 $(514,481)
(a)     Principally foreign currency fluctuation.
(b)     Principally net change from periodic revaluations.
(c)     Principally changes due to annual actuarial remeasurements and foreign currency translation.

113

Amounts reclassified from AOCI for 2025 and 2024 are as follows:
Year Ended December 31, 2025Year Ended December 31, 2024Affected Caption on the
Consolidated Statements of Operations
(In thousands)
Amortization of defined benefit pension items (d):
Actuarial losses
$18,547 $19,213 Defined benefit pension income (expense)
Prior-service costs
490 492 Defined benefit pension income (expense)
Settlement/curtailment gain(707)(1,125)Defined benefit pension income (expense)
Total before tax18,330 18,580 
Tax benefit(815)(1,056)
Total reclassification of defined benefit pension items, net of tax$17,515 $17,524 
Amortization of cash flow hedging instruments(e):
Foreign currency exchange forward contracts
$1,454 $(695)
Product revenues
Interest rate swaps(230)(3,018)Interest expense
Total before tax1,224 (3,713)
Tax benefit(154)916 
Total reclassification of cash flow hedging instruments$1,070 $(2,797)
Recognition of cumulative foreign exchange translation adjustments:
Gain on substantial liquidation of subsidiaries(f)
$— $(108)
Other (income) expenses, net
Total reclassification of cumulative foreign exchange translation adjustments$— $(108)
(d)     These AOCI components are included in the computation of NPPC. See Note 10, Employee Benefit Plans, for additional information.
(e) See Note 15, Financial Instruments for additional information.
(f)    No tax impact.







































*Previously issued 2023 and 2024 amounts have been revised due to the correction of immaterial errors as discussed in Note 1, Summary of Significant Accounting Policies under "Revision of Previously Issued Financial Statements".
114

Item 9.    Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
None.

Item 9A.    Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
 
As of December 31, 2025, an evaluation was performed, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, such officers concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended (1) is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (2) is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the Company's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Management's Report on Internal Control Over Financial Reporting is included in Part II, Item 8, "Financial Statements and Supplementary Data." The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing in Part II, Item 8, "Financial Statements and Supplementary Data."

Item 9B.    Other Information.
During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified, or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K.
Item 9C.  Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None. 

PART III
Item 10.    Directors, Executive Officers and Corporate Governance.
The information required by this Item is incorporated herein by reference from the disclosures that will be included under the sections entitled "Executive Officers", "Corporate Governance," "Proposal 1: Election of Directors - Nominees for Director," "Meetings and Committees of the Board," and "Report of the Audit Committee" of the Company's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders (the "2026 Proxy Statement"), which will be filed pursuant to SEC Regulation 14A not later than 120 days after the end of the Company's fiscal year ended December 31, 2025.
The Company's Code of Conduct (the "Code"), which applies to all officers, directors and employees of the Company, may be found on the Company's website, www.enviri.com. The Company intends to disclose any amendments to the Code or any waiver from a provision of the Code granted to an executive officer or director of the Company on its website. The Code is available in print, without charge, to any person who requests it. To request a copy of the Code, please contact the Company's Vice President of Communications at (267) 857-8017.
115

A copy of the Company’s Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards, is incorporated by reference into this Annual Report on Form 10-K as Exhibit 19. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy.
Item 11.    Executive Compensation.
The information regarding compensation of executive officers and directors required by this Item is incorporated herein by reference from the disclosures that will be included under the sections entitled, "Compensation Discussion and Analysis," "Discussion and Analysis of 2025 Compensation", "Non-Employee Director Compensation" and "Summary Compensation Tables" in the 2026 Proxy Statement. The other information required by this Item is incorporated herein by reference from the disclosures that will be included under the sections entitled "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report" of the 2026 Proxy Statement.
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information regarding security ownership of certain beneficial owners and management required by this Item is incorporated herein by reference from the disclosures that will be included under the section entitled, "Share Ownership of Directors, Management and Certain Beneficial Owners" of the 2026 Proxy Statement.
Equity compensation plan information is incorporated herein by reference from the disclosures that will be included under the section entitled, "Equity Compensation Plan Information as of December 31, 2025" of the 2026 Proxy Statement.

Item 13.    Certain Relationships and Related Transactions, and Director Independence.
The information regarding certain relationships and related transactions required by this Item is incorporated herein by reference from the disclosures that will be included under the section entitled, "Transactions with Related Persons" of the 2026 Proxy Statement. The information regarding director independence required by this Item is incorporated herein by reference from the disclosures that will be included under the section entitled, "Corporate Governance" of the 2026 Proxy Statement.

Item 14.    Principal Accountant Fees and Services.
The information regarding principal accounting fees and services required by this Item is incorporated herein by reference from the disclosures that will be included under the section entitled, "Fees Billed by the Independent Auditors for Audit and Non-Audit Services" of the 2026 Proxy Statement.
The Company's independent registered public accounting firm is Deloitte & Touche LLP, Philadelphia, Pennsylvania, PCAOB Auditor Firm ID: 34.
Deloitte & Touche LLP was appointed on February 20, 2025 as the Company's independent registered public accounting firm for the 2025 financial statements. The Company's predecessor auditor was PricwaterhouseCoopers LLP, Philadelphia, Pennsylvania, PCAOB Auditor Firm ID: 238.
PART IV
Item 15.    Exhibit and Financial Statement Schedules.
(a)1. The Index to Consolidated Financial Statements and Supplementary Data is located under Part II, Item 8, "Financial Statements and Supplementary Data."
Page
Index to Consolidated Financial Statements and Supplementary Data
51
2. The following financial statement schedule should be read in conjunction with the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data":
 Page
Schedule II—Valuation and Qualifying Accounts for the years ending December 31, 2025, 2024 and 2023
118
116

Financial statement schedules, other than that listed above, are omitted because the required information is not applicable, or because the information required is included in the Consolidated Financial Statements or the accompanying Notes.

117


SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
Continuing Operations
(In thousands)
  
Additions (Deductions)
  
DescriptionBalance at
Beginning of
Period		Charged to
Cost and
Expenses		 
Foreign Currency
Translation
Adjustments
Other Balance at End
of Period
For the year ending December 31, 2025:
Allowance for Expected Credit Losses$15,114 $(3,226)$728 $(1,567)(a)$11,049 
Deferred Tax Assets—Valuation Allowance196,776 47,459 16,161 (50,123)(b)210,273 
For the year ending December 31, 2024:       
Allowance for Expected Credit Losses$15,522 $2,821 $(117)$(3,112)(a)$15,114 
Deferred Tax Assets—Valuation Allowance182,179 27,057 (7,240)(5,220)(b)196,776 
For the year ending December 31, 2023:      
Allowance for Expected Credit Losses$8,853 $7,042  $(37)$(336)(a)$15,522 
Deferred Tax Assets—Valuation Allowance138,393 43,460 3,721 (3,395)(b)182,179 
(a)Includes the write-off of, net of collections, on previously reserved accounts receivable balances and changes in credit memo reserves reflected as adjustments to revenue.
(b)2025 includes a decrease of $2.1 million related to pension adjustments recorded through AOCI, a decrease of $37.4 million related to audit adjustments and a decrease of $7.1 million due to a tax rate change in a certain foreign jurisdiction. 2024 included decreases of $5.4 million related to pension adjustments recorded through AOCI. 2023 included a decrease of $1.8 million related to pension adjustments recorded through AOCI and $1.8 million related to state tax rate reductions and state NOL expirations in the U.S.

118

(b) Listing of Exhibits Filed with Form 10-K
 Description of Exhibit
2.1
Stock Purchase Agreement, dated as of May 8, 2019, by and between Calrissian Holdings, LLC, CEHI Acquisition Corporation, the holders of stock and options in CEHI Acquisition Corporation, Compass Group Diversified Holdings LLC and, solely for the purposes of Section 9(r) thereof, the Company (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated May 13, 2019, Commission File Number 001-03970).
2.2
Asset Purchase Agreement, dated as of May 8, 2019, by and among the Company, E&C FinFan, Inc. and, solely with respect to Section 11.19 thereof, Chart Industries, Inc (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K dated May 13, 2019, Commission File Number 001-03970).
2.3
Sale and Purchase Agreement by and among Harsco Corporation, Harsco México Holding, S.A. de C.V. and Sidero Inc., dated as of January 9, 2020 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated January 15, 2020, Commission File Number 001-03970).
2.4
Amendment to Sale and Purchase Agreement, dated as of January 30, 2020 by and among Harsco Corporation, Harsco Mexico Holding, S. A. de C.V. and Sidero Inc. (incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020, Commission File Number 001-03970).
2.5
Stock Purchase Agreement, dated as of February 6, 2020, by and among Stericycle, Inc., CEI Holding, LLC and solely with respect to Section 11.16 thereof, Harsco Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated February 12, 2020, Commission File Number 001-03970).
2.6
Separation Agreement, dated November 20, 2025, by and among Enviri Corporation, CLEH, Inc., Veolia Environment S.A., and Enviri II Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated November 20, 2025, Commission File Number 001-03970).
2.7
Agreement and Plan of Merger, dated as of November 20, 2025, by and among Enviri Corporation, CLEH, Inc., Enviri LLC, Veolia Environment S.A., and Liberty Merger Sub Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated November 20, 2025, Commission File Number 001-03970).
3.1
Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2023, Commission File Number 001-03970).
3.2
Certificate of Designation filed September 25, 1997 (incorporated by reference to Exhibit 3.A to the Company's Annual Report on Form 10-K for the period ended December 31, 1997, Commission File Number 001-03970).
3.3
Amended and Restated By-laws of Harsco Corporation adopted on June 5, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated June 8, 2023, Commission File Number 001-03970).
4.1
Description of the Company's Securities.**
4.2
Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4(h) to the Company's Registration Statement on Form S-3 dated December 15, 1994, Registration No. 33-56885).
4.3
Indenture, dated as of June 28, 2019, by and among Harsco Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 5, 2019, Commission File Number 001-03970).
4.4
Form of 5.75% Senior Notes due 2027 (included as part of Exhibit 4(c) above).
Material Contracts—Credit and Underwriting Agreements
10.1
Amended and Restated Five-Year Credit Agreement, dated as of March 2, 2012, among Harsco Corporation, the lenders named therein, Citibank, N.A., as administrative agent, RBS Securities Inc., as syndication agent, and the Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A. and Lloyds TSB Bank PLC, as documentation agents (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 7, 2012, Commission File No. 001-03970).
10.2
Amendment No. 1, dated as of September 12, 2013, to the Amended and Restated Five-Year Credit Agreement, dated March 2, 2012, among Harsco Corporation, the lenders named therein, Citibank, N.A., as administrative agent, RBS Securities Inc., as syndication agent, and the Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A. and Lloyds TSB Bank PLC, as documentation agents (incorporated by reference to Exhibit 10.1 the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2013, Commission File Number 001-03970).
119

 Description of Exhibit
10.3
Amendment No. 2, dated as of December 20, 2013, to the Amended and Restated Five-Year Credit Agreement, dated March 2, 2012, among Harsco Corporation, the lenders named therein, Citibank, N.A., as administrative agent, RBS Securities Inc., as syndication agent, and the Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A. and Lloyds TSB Bank PLC, as documentation agents (incorporated by reference to Exhibit 10.(A)(III) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Commission File Number 001-03970).
10.4
Amendment No. 3, dated as of March 27, 2015, to the Amended and Restated Five-Year Credit Agreement among Harsco Corporation, a Delaware corporation, as Borrower, the Lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 1, 2015, Commission File Number 001-03970).
10.5
Amendment and Restatement Agreement, dated as of December 2, 2015, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent, the other agents party thereto and the lenders party thereto including Second Amended and Restated Credit Agreement, dated as of December 2, 2015, among Harsco Corporation, the lenders named therein, Citibank, N.A. and Royal Bank of Canada, as issuing lenders, and Citibank N.A., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 4, 2015, Commission File No. 001-03970).
10.6
Amendment and Restatement Agreement and First Amendment to Guarantee and Collateral Agreement, dated as of November 2, 2016, among the Company, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 8, 2016, Commission file No. 001-03970).
10.7
Amendment No. 1, dated as of December 8, 2017, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 13, 2017, Commission File No. 001-03970).
10.8
Amendment No. 2, dated as of June 18, 2018, among the Company, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 the Company's Current Report on Form 8-K dated June 21, 2018, Commission File No. 001-03970).
10.9
Amendment No. 3, dated as of June 18, 2018, among the Company, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K Dated June 21, 2018, Commission File No. 001-03970).
10.10
Amendment No. 4, dated as of June 28, 2019, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 5, 2019, Commission File Number 001-03970).
10.11
Amendment No. 5, dated as of March 31, 2020, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 31, 2020, Commission file No. 001-03970).
10.12
Amendment No. 6, dated as of June 26, 2020, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 the Company's Current Report on Form 8-K filed June 26, 2020, Commission File Number 001-03970).
10.13
Amendment No. 7 to Third Amended and Restated Credit Agreement, dated as of March 10, 2021, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank, N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 10, 2021. Commission File Number 001-03970).
10.14
Amendment No. 8 to Third Amended and Restated Credit Agreement dated as of October 27, 2021, among the Company, the subsidiaries of the Company party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021. Commission File Number 001-03970).
10.15
Amendment No. 9 to the Third Amendment and Restated Credit Agreement, dated as of February 22, 2022, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.(A)(XV) to the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, Commission File Number 001-03970).
120

 Description of Exhibit
10.16
Amendment No. 10 to Third Amended and Restated Credit Agreement and Second Amendment to Guarantee and Collateral Agreement, dated as of June 24, 2022, among Harsco Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A. as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 24, 2022, Commission File Number 001-03970).
10.17
 Receivables Purchase Agreement, dated as of June 24, 2022, by and among Harsco Receivables LLC, Harsco Corporation, the persons from time to time party thereto as purchasers, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 24, 2022, Commission File Number 001-03970).
10.18
Omnibus Amendment, dated as of June 30, 2023, including the First Amendment to the Receivables Purchase Agreement, by and among Harsco Receivables LLC, Enviri Corporation, and PNC Bank, National Association, as administrative agent and as a purchaser; and the First Amendment to the Purchase and Contribution Agreement, by and among Enviri Corporation, the various entities listed as originators, and Harsco Receivables, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023, Commission File Number 001-03970).
10.19
Purchase and Contribution Agreement, dated as of June 24, 2022, by and among Harsco Receivables LLC, Harsco Corporation, and various entities party thereto as originators (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 24, 2022, Commission File Number 001-03970).
10.20
Amendment No. 11 to Third Amended and Restated Credit Agreement, dated as of August 19, 2022, among Harsco Corporation, the Subsidiary Guarantors party thereto, and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 29, 2022, Commission File Number 001-03970).
10.21
Amendment No. 12 to Third Amended and Restated Credit Agreement, dated as of August 29, 2022, among Harsco Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto. (incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K dated August 29, 2022, Commission File Number 001-03970).
10.22
Amendment No. 13 to Third Amended and Restated Credit Agreement, dated as of December 21, 2022, among Harsco Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.(A)(XXI) to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, Commission File Number 001-03970).
10.23
Amendment No. 14 to Third Amended and Restated Credit Agreement, dated as of September 5, 2024, among Enviri Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 10, 2024, Commission File Number 001-03970).
10.24
Amendment No. 15 to Third Amended and Restated Credit Agreement, dated as of February 14, 2025, among Enviri Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K, for the period ended December 31, 2024, Commission File Number 001-3970).
10.25
Amendment No. 16 to Third Amended and Restated Credit Agreement, dated as of November 5, 2025, among Enviri Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025, Commission File Number 001-03970).
10.26
Amendment No. 17 to Third Amended and Restated Credit Agreement, dated as of February 23, 2026, among Enviri Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto. ‡**
10.27
Amendment No. 4 to the Receivables Purchase Agreement, dated February 14, 2025, by and among Harsco Receivables LLC, Enviri Corporation, and PNC Bank, National Association, as administrative agent and as a purchaser (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K, for the period ended December 31, 2024, Commission File Number 001-3970).
121

 Description of Exhibit
Material Contracts—Management Contracts and Compensatory Plans
10.28
Harsco Corporation Supplemental Retirement Benefit Plan as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10(k) to the Company's Annual Report on Form 10-K, for the period ended December 31, 2008, Commission File Number 001-03970).
10.29
Trust Agreement between Harsco Corporation and Dauphin Deposit Bank and Trust Company dated as of July 1, 1987 relating to the Supplemental Retirement Benefit Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the period ended December 31, 1987, Commission File Number 001-03970).
10.30
Harsco Corporation 2013 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 the Company's Current Report on Form 8-K dated April 26, 2013, Commission File Number 001-03970).
10.31
Amendment No. 1 to the Harsco Corporation 2013 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 1, 2017, Commission File Number 001-03970).
10.32
Amendment No. 2 to the 2013 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company's Form S-8 filed July 31, 2020, Commission File Number 001-03970).
10.33
Amendment No. 3 to the 2013 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 25, 2023, Commission File Number 001-03970).
10.34
Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 24, 2024, Commission File Number 001-03970).
10.35
Amendment No. 5 to the 2013 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 24, 2025, Commission File Number 001-03970).
10.36
Harsco Corporation 1995 Non-Employee Directors' Stock Plan as Amended and Restated at January 27, 2004 (incorporated by reference to Exhibit A, Pages A-1 through A-9, to the Company's Proxy Statement dated March 23, 2004, Commission File Number 001-03970).
10.37
Second Amendment to the Enviri Corporation Deferred Compensation Plan for Non-Employee Directors.**
10.38
Amendment No. 1 to the Harsco Corporation 1995 Non-Employee Directors' Stock Plan (incorporated by reference to Exhibit 10.VII to the Company's Annual Report on Form 10-K for the period ended December 31, 2008, Commission File Number 001-03970).
10.39
Harsco Corporation Deferred Compensation Plan for Non-Employee Directors (as Amended and Restated as of December 31, 2008) (incorporated by reference to Exhibit 10.U to the Company's Annual Report on Form 10-K for the period ended December 31, 2008, Commission File Number 001-03970).
10.40
First Amendment to the Harsco Corporation Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.L to the Company's Annual Report on Form 10-K for the period ended December 31, 2016, Commission File Number 001-03970).
10.41
Harsco Non-Qualified Retirement Savings & Investment Plan Part B--Amendment and Restatement as of January 1, 2009 (incorporated by reference to Exhibit 10.AA to the Company's Annual Report on Form 10-K for the period ended December 31, 2008, Commission File Number 001-03970).
10.42
Form of Change in Control Severance Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014, Commission File Number 001-03970).
10.43
Notification Letter to F. Nicholas Grasberger, III dated March 20, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2013, Commission File Number 001-03970).
10.44
Notification Letter to David Everitt dated as of March 14, 2014 (incorporated by reference to Exhibit 10.1 the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2014, Commission File Number 001-03970).
10.45
Notification Letter to F.N. Grasberger dated as of April 8, 2014 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2014, Commission File Number 001-03970).
10.46
Notification Letter to F.N. Grasberger dated as of August 1, 2014 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014, Commission File Number 001-03970).
122

 Description of Exhibit
10.47
Form of Stock Appreciation Rights Agreement (effective for grants on or after April 28, 2014) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2014, Commission File Number 001-03970).
10.48
Form of Stock Appreciation Rights Agreement (effective for grants on or after April 28, 2015) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2015, Commission File Number 001-03970).
10.49
2016 Non-Employee Directors' Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form S-8 dated May 6, 2016. Commission File Number 001-03970).
10.50
First Amendment to 2016 Non-Employee Directors' Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2016, Commission File Number 001-03970).
10.51
Amendment No.2 to 2016 Non-Employee Directors' Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company's Form S-8 dated August 3, 2021, Commission File Number 001-03970).
10.52
Amendment No. 3 to 2016 Non-Employee Directors' Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K Form dated April 24, 2025, Commission File Number 001-03970).


10.53
Form of Stock Appreciation Rights Agreement (effective for grants on or after April 26, 2016) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period Ended March 31, 2016, Commission File Number 001-03970).
10.54
Form of Stock Appreciation Rights Agreement (effective for grants on or after February 16, 2017) (incorporated by reference to Exhibit 10.JJ to the Company's Annual Report 10-K for the period ended December 31, 2016, Commission File Number 001-03970).
10.55
Form of SAR Award Agreement (for awards granted on or after March 6, 2019) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019, Commission File Number 001-03970).
10.56
Form of RSU Award Agreement (for awards granted on or after March 10, 2020) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020, Commission File Number 001-03970).
10.57
Form of PSU Award Agreement (for awards granted on or after March 10, 2020) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020, Commission File Number 001-03970).
10.58
Form of SAR Award Agreement (for awards granted on or after March 10, 2020) (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020, Commission File Number 001-03970).
10.59
Form of Restricted Stock Units Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report Form 10-Q for the period ended June 30, 2020, Commission File Number 001-03970)
10.60
Form of RSU Award Agreement (for awards granted on or after March 1, 2022) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report for the three months ended March 31, 2022, Commission File Number 001-03970)
10.61
Form of PSU Award Agreement (for awards granted on or after March 1, 2022) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report for the three months ended March 31, 2022, Commission File Number 001-03970)
10.62
Form of SAR Award Agreement (for awards granted on or after March 1, 2022) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report for the three months ended March 31, 2022, Commission File Number 001-03970)
10.63
Offer Letter to Peter F. Minan dated as of August 11, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 12, 2022, Commission File Number 001-03970)
10.64
Executive Philadelphia Relocation Policy, dated as of January 1, 2022 (incorporated by reference to Exhibit 10(ad) to the Company's Annual Report on Form 10-K for the period ended December 31, 2022), Commission File Number 001-03970.
10.65
Separation Agreement and General Release between the Company and David Stanton (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 24, 2022, Commission File Number 001-03970)
123

 Description of Exhibit
10.66
Separation Agreement and General Release between the Company and Albert Russell Mitchell, Jr. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 14, 2023, Commission File Number 001-03970)
10.67
Settlement Agreement between the Company and Albert Russell Mitchell, Jr., dated as of July 11, 2023 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated July 14, 2023, Commission File Number 001-03970).
10.68
Form of Change in Control Severance Agreement, dated as of December 20, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 23, 2024, Commission File Number 001-03970).
10.69
Form of RSU Award Agreement (for awards granted on or after March 1, 2025) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, Commission File Number 001-02870).
10.70
Form of PSU Award Agreement (for awards granted on or after March 1, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, Commission File Number 001-02870).
10.71
Form of SAR Award Agreement (for awards granted on or after March 1, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, Commission File Number 001-02870).
10.72
Form of Clawback Agreement, dated as of December 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 15, 2025, Commission File Number 001-03970).
10.73
Cooperation Agreement, dated January 17, 2025, between Enviri Corporation, Neuberger Berman Group LLC, and certain of its affiliates party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 17, 2025, Commission File Number 001-03970).
Director Indemnity Agreements
10.74
Form of Director Indemnification Agreement (incorporated by reference to the Company's Annual Report on Form 10-K for the period ended December 31, 2017, Commission File Number 001-03970).
10.75
Form of Director Indemnification Agreement (for agreements entered into after October 19, 2022) (incorporated by reference to Exhibit 10(bc) to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, Commission File Number 001-03970).
19
Insider Trading Policy of the Company (incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K for the period ended December 31, 2025, Commission File Number 001-04970.
21
Subsidiaries of the Registrant.**
23.1
Consent of Independent Registered Public Accounting Firm.**
23.2
Consent of Independent Registered Public Accounting Firm.**
31.1
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).**
31.2
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).**
32
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). †
97
Enviri Corporation Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, Commission File Number 001-03970).
101.Def
Definition Linkbase Document**
101.Pre
Presentation Linkbase Document**
101.Lab
Labels Linkbase Document**
101.Cal
Calculation Linkbase Document**
101.Sch
Schema Document**
101.Ins
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.**
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).**
    
‡Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules and attachments to the U.S. Securities and Exchange Commission upon request.
** Filed herewith.
124

† Furnished herewith.

Exhibits other than those listed above are omitted for the reason that they are either not applicable or not material.

Item 16.    Form 10-K Summary.
None.
125

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ENVIRI CORPORATION
(Registrant)

DATEFebruary 24, 2026
/s/ TOM VADAKETH
Tom Vadaketh
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
DATEFebruary 24, 2026/s/ SAMUEL C. FENICE
Samuel C. Fenice
Vice President and Corporate Controller
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SignatureCapacityDate
/s/ F. NICHOLAS GRASBERGER III
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
February 24, 2026
F. Nicholas Grasberger III
/s/ TOM VADAKETH
 Senior Vice President and Chief Financial Officer
(Principal Financial Officer)		February 24, 2026
Tom Vadaketh
/s/ EDGAR M. PURVIS JR.
Lead DirectorFebruary 24, 2026
Edgar M. Purvis Jr.
/s/ REBECCA M. O'MARA
DirectorFebruary 24, 2026
Rebecca M. O'Mara
/s/ CAROLANN I. HAZNEDARDirectorFebruary 24, 2026
Carolann I. Haznedar
/s/ TIMOTHY M. LAURION
DirectorFebruary 24, 2026
Timothy M. Laurion
/s/ JAMES F. EARLDirectorFebruary 24, 2026
James F. Earl
/s/ JOHN S. QUINNDirectorFebruary 24, 2026
John S. Quinn
/s/ NICHOLAS C. FANANDAKIS
DirectorFebruary 24, 2026
Nicholas C. Fanandakis
126

Source: View Original Filing on SEC EDGAR

FAQ

What major strategic transaction did Enviri (NVRI) outline in its latest annual report?

Enviri plans to sell its Clean Earth segment to Veolia for over $3.0 billion and spin off its Harsco Environmental and Harsco Rail businesses into a new public company, New Enviri. Shareholders will own all New Enviri stock once the Separation and Merger are completed.

How will Enviri (NVRI) be structured after the Clean Earth sale and Separation?

Following the Separation and Merger, Veolia will indirectly own the Clean Earth Business, while New Enviri will be a standalone public company holding Harsco Environmental and Harsco Rail. Current Enviri shareholders will own all of New Enviri’s common stock after the transactions close, if completed.

What conditions must be satisfied before Enviri’s (NVRI) Clean Earth sale to Veolia can close?

Closing requires majority shareholder approval of the Merger Agreement, expiration or termination of Hart-Scott-Rodino waiting periods, effectiveness of New Enviri’s registration statement and completion of internal reorganizations and the Distribution. The absence of prohibitive laws and any Company Material Adverse Effect is also required.

What happens if the Enviri (NVRI)–Veolia Merger is not completed?

If the Merger fails under specified circumstances, Enviri must pay Veolia an $80.0 million cash termination fee. The company would have incurred significant advisory and transaction costs, faced management distraction, and its shareholders would retain existing Enviri shares without receiving New Enviri stock or Clean Earth cash consideration.

What long-term revenue base supports Enviri’s Harsco Environmental business (NVRI)?

Harsco Environmental reported estimated future service contract revenues of $3.0 billion at current production levels as of December 31, 2025. Around 23% is expected by December 31, 2026, 40% from 2027–2029, 21% from 2030–2032, with the balance thereafter.

What is the size and timing of Harsco Rail’s order backlog for Enviri (NVRI)?

As of December 31, 2025, Harsco Rail had an order backlog of $208.7 million, largely tied to equipment contracts. About $146.2 million, or 70.0%, of manufactured products backlog is expected to be filled during 2026, with the remaining orders extending through 2032.

How many Enviri (NVRI) shares are outstanding and what is the company’s workforce size?

Enviri reported 81,449,498 shares of common stock outstanding as of February 17, 2026. As of December 31, 2025, the company employed almost 12,000 people across more than 30 countries, most covered by over 70 collective bargaining agreements with various labor unions.
Stock NVRI logo
Enviri Corp

NYSE:NVRI

NVRI Rankings

#2482 Ranked by Market Cap
N/A Ranked by Dividends
#46 52-Week Gainer
#1092 YTD Gainer
#1500 Monthly Gainer
#1008 Ranked by Short %Change

NVRI Latest News

Feb 24, 2026
Enviri Corporation Reports Fourth Quarter and Full Year 2025 Results
Feb 18, 2026
Harsco Environmental Secures New 10-Year Contract With Lloyds Metals and Energy Limited
Jan 28, 2026
LP Building Solutions Announces Board Leadership Succession, Elects F. Nicholas Grasberger III Independent Chairperson
Jan 22, 2026
Enviri Listed as a Global 100 Most Sustainable Corporation
Jan 14, 2026
Enviri Corporation Announces Timing of Fourth Quarter and Full Year 2025 Results and Conference Call

NVRI Latest SEC Filings

Feb 24, 2026
[8-K] ENVIRI Corp Reports Material Event
Feb 23, 2026
[SCHEDULE 13G] ENVIRI Corp Passive Investment Disclosure (>5%)
Feb 17, 2026
[SCHEDULE 13G/A] ENVIRI Corp Amended Passive Investment Disclosure
Feb 17, 2026
[SCHEDULE 13G] ENVIRI Corp Passive Investment Disclosure (>5%)
Jan 21, 2026
[SCHEDULE 13G/A] ENVIRI Corp Amended Passive Investment Disclosure

NVRI Stock Data

1.44B
74.93M
Waste Management
Services-services, Nec
Link
United States
PHILADELPHIA