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  4. [10-Q] ENVIRI Corp Quarterly Earnings Report

[10-Q] ENVIRI Corp Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Enviri Corporation (NVRI) reported third‑quarter 2025 results. Revenue was $574.8 million, essentially flat year over year, while the company recorded a net loss attributable to Enviri of $22.3 million, or $0.28 per share. Service revenues rose to $505.9 million as product revenues declined to $68.9 million.

Operating income was $16.5 million, offset by interest expense of $28.4 million and pension expense, driving a loss from continuing operations of $20.2 million. Year to date, operating cash flow totaled $63.0 million, supported by receivables programs and tighter working capital management. Cash and cash equivalents were $115.4 million, with total assets of $2.79 billion and total liabilities of $2.39 billion.

Total debt obligations were $1.54 billion, including $489.0 million drawn on the revolving credit facility and $475.0 million of senior notes. On November 5, 2025, Enviri amended its credit agreement, resetting leverage covenants and permitting a potential distribution of its Clean Earth business; at September 30, 2025, net leverage was 4.82x and interest coverage 2.80x, within covenant levels.

Positive
  • None.
Negative
  • None.

Insights

Covenant reset preserves flexibility; leverage remains elevated.

Enviri generated Q3 operating income of $16.5M but posted a net loss, reflecting $28.4M interest expense and pension costs. Year‑to‑date operating cash flow of $63.0M indicates underlying cash generation despite earnings pressure.

Debt remains sizable at $1.54B (including $489.0M on the revolver and $475.0M senior notes). The company reported covenant metrics of 4.82x net leverage and 2.80x interest coverage as of Sep 30, 2025, within limits.

A Nov 5, 2025 amendment reset leverage thresholds through Mar 31, 2027 and permits a potential Clean Earth distribution, which could change covenant levels post‑distribution. Actual effects depend on subsequent transactions and operating performance.

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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2025
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to          
Commission File Number 001-03970
Enviri Logo Only.jpg
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 shareNVRINew York Stock Exchange
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 ☒ NO ☐
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).   Yes ☒  NO ☐
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 the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 ☒
Accelerated filer☐
Non-accelerated filer☐Smaller 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.  ☐  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES ☐  NO ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class 
Outstanding at October 31, 2025
Common stock, par value $1.25 per share 80,652,661

Table of Contents
ENVIRI CORPORATION
FORM 10-Q
INDEX
 
  Page
PART I — FINANCIAL INFORMATION
 
   
Item 1.
Financial Statements
4 
 
Condensed Consolidated Balance Sheets (Unaudited)
4
 
Condensed Consolidated Statements of Operations (Unaudited)
5
 
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
6
 
Condensed Consolidated Statements of Cash Flows (Unaudited)
7
 
Condensed Consolidated Statements of Equity (Unaudited)
8
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
10
   
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
42
   
Item 4.
Controls and Procedures
42
   
   
PART II — OTHER INFORMATION
 
   
Item 1.
Legal Proceedings
43
   
Item 1A.
Risk Factors
43
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
43
   
Item 5.
Other Information
44
   
Item 6.
Exhibits
45
   
SIGNATURES
46


2
Table of Contents
Glossary of Defined Terms

Unless the context requires otherwise, "Enviri," the "Company," "we," "our," or "us" refers to Enviri Corporation on a consolidated basis. The Company also uses several other terms in this Quarterly Report on Form 10-Q, which are further defined below:

TermDescription
AOCIAccumulated Other Comprehensive Income (Loss)
AR Facility
Revolving trade receivables securitization facility
ASUFinancial Accounting Standards Board Accounting Standards Update
CEClean Earth reportable business segment
CERCLAComprehensive Environmental Response, Compensation, and Liability Act of 1980
Consolidated Adjusted EBITDA
EBITDA as calculated in accordance with the Company's Credit Agreement
Credit AgreementCredit Agreement governing the Senior Secured Credit Facilities
DEAUnited States Drug Enforcement Administration
Deutsche BahnNational railway company in Germany
DTSC
California Department of Toxic Substances Control
EBITDAEarnings before interest, tax, depreciation and amortization
EPAU.S. Environmental Protection Agency
ESOLStericycle Environmental Solutions business
FASBFinancial Accounting Standards Board
HEHarsco Environmental reportable business segment
ISDAInternational Swaps and Derivatives Association
Network RailInfrastructure manager for most of the railway in the U.K.
OCIOther Comprehensive Income (Loss)
Performix
Performix Metallurgical Additives, LLC, a former subsidiary of HE
Rail
Harsco Rail reportable business segment
Reed
Reed Minerals, LLC, a former subsidiary of HE
Revolving Credit Facility
Revolving credit facility under the Senior Secured Credit Facilities containing $50.0 million maturing on March 10, 2026 and $625.0 million maturing on September 5, 2029
SBBFederal railway system of Switzerland
SCE
Kingdom of Bahrain's Supreme Council for Environment
SEC
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
SPEThe Company's wholly-owned bankruptcy-remote special purpose entity, which is used in connection with the AR Facility
Term Loan
$500 million term loan raised in March 2021 under the Senior Secured Credit Facilities, maturing on March 10, 2028
U.S. GAAPAccounting principles generally accepted in the U.S.
3
Table of Contents
PART I — FINANCIAL INFORMATION
ITEM 1.      FINANCIAL STATEMENTS
ENVIRI CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)September 30
2025		December 31
2024
ASSETS  
Current assets:  
Cash and cash equivalents$115,357 $88,359 
Restricted cash15,662 1,799 
Trade accounts receivable, net281,072 260,690 
Other receivables43,035 40,439 
Inventories195,417 182,042 
Current portion of contract assets45,066 59,881 
Prepaid expenses61,561 62,435 
Other current assets12,070 14,880 
Total current assets769,240 710,525 
Property, plant and equipment, net697,286 664,292 
Right-of-use assets, net124,648 92,153 
Goodwill757,504 739,758 
Intangible assets, net279,728 298,438 
Retirement plan assets77,600 73,745 
Deferred income tax assets23,823 17,578 
Other assets63,773 53,744 
Total assets$2,793,602 $2,650,233 
LIABILITIES  
Current liabilities:  
Short-term borrowings$14,496 $8,144 
Current maturities of long-term debt25,711 21,004 
Accounts payable250,638 214,689 
Accrued compensation61,440 63,686 
Income taxes payable4,824 5,747 
Reserve for forward losses on contracts49,141 54,320 
Current portion of advances on contracts7,218 13,265 
Derivative liabilities
34,029 1,284 
Current portion of operating lease liabilities30,207 26,049 
Other current liabilities161,718 158,194 
Total current liabilities639,422 566,382 
Long-term debt1,500,042 1,410,718 
Retirement plan liabilities28,587 27,019 
Operating lease liabilities96,761 67,998 
Environmental liabilities42,147 46,585 
Deferred tax liabilities23,470 26,796 
Other liabilities59,368 55,136 
Total liabilities2,389,797 2,200,634 
COMMITMENTS AND CONTINGENCIES
ENVIRI CORPORATION STOCKHOLDERS’ EQUITY   
Common stock147,719 146,844 
Additional paid-in capital269,734 255,102 
Accumulated other comprehensive loss(519,961)(538,964)
Retained earnings1,317,031 1,400,347 
Treasury stock(853,438)(851,881)
Total Enviri Corporation stockholders’ equity361,085 411,448 
Noncontrolling interests42,720 38,151 
Total equity403,805 449,599 
Total liabilities and equity$2,793,602 $2,650,233 
See accompanying notes to unaudited condensed consolidated financial statements.
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ENVIRI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months EndedNine Months Ended
September 30September 30
(In thousands, except per share amounts)2025202420252024
Revenues from continuing operations:  
Service revenues$505,875 $488,132 $1,487,956 $1,492,569 
Product revenues68,940 85,495 197,397 291,368 
Total revenues
574,815 573,627 1,685,353 1,783,937 
Costs and expenses from continuing operations:  
Cost of services sold390,320 373,924 1,157,533 1,154,998 
Cost of products sold64,026 80,821 183,726 258,227 
Selling, general and administrative expenses93,294 89,183 277,905 266,763 
Research and development expenses878 888 2,340 2,692 
Intangible asset impairment charge
— — — 2,840 
Property, plant and equipment impairment charge— — 7,386 — 
Remeasurement of long-lived assets
— — — 10,695 
Gain on sale of businesses, net
— (8,601)— (10,478)
Other expense (income), net9,817 40 16,519 3,760 
Total costs and expenses558,335 536,255 1,645,409 1,689,497 
Operating income (loss) from continuing operations16,480 37,372 39,944 94,440 
Interest income552 981 1,476 6,113 
Interest expense(28,353)(28,813)(82,527)(84,869)
Facility fees and debt-related income (expense)(2,508)(2,978)(7,739)(8,687)
Defined benefit pension income (expense)(5,322)(4,257)(15,742)(12,599)
Income (loss) from continuing operations before income taxes and equity in income
(19,151)2,305 (64,588)(5,602)
Income tax benefit (expense) from continuing operations(1,066)(13,437)(12,621)(31,372)
Equity in income (loss) of unconsolidated entities, net
39 38 111 (84)
Income (loss) from continuing operations(20,178)(11,094)(77,098)(37,058)
Discontinued operations:  
Income (loss) from discontinued businesses(1,597)(1,584)(4,065)(4,287)
Income tax benefit (expense) from discontinued businesses417 411 1,061 1,112 
Income (loss) from discontinued operations, net of tax(1,180)(1,173)(3,004)(3,175)
Net income (loss)(21,358)(12,267)(80,102)(40,233)
Less: Net loss (income) attributable to noncontrolling interests(955)(901)(3,214)(4,498)
Net income (loss) attributable to Enviri Corporation$(22,313)$(13,168)$(83,316)$(44,731)
Amounts attributable to Enviri Corporation common stockholders:
Income (loss) from continuing operations, net of tax$(21,133)$(11,995)$(80,312)$(41,556)
Income (loss) from discontinued operations, net of tax(1,180)(1,173)(3,004)(3,175)
Net income (loss) attributable to Enviri Corporation common stockholders$(22,313)$(13,168)$(83,316)$(44,731)
Weighted-average shares of common stock outstanding80,665 80,165 80,543 80,085 
Basic earnings (loss) per common share attributable to Enviri Corporation common stockholders:
Continuing operations$(0.26)$(0.15)$(1.00)$(0.52)
Discontinued operations(0.01)(0.01)(0.04)(0.04)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders (a)
$(0.28)$(0.16)$(1.03)$(0.56)
Diluted weighted-average shares of common stock outstanding80,665 80,165 80,543 80,085 
Diluted earnings (loss) per common share attributable to Enviri Corporation common stockholders:
Continuing operations$(0.26)$(0.15)$(1.00)$(0.52)
Discontinued operations(0.01)(0.01)(0.04)(0.04)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders (a)
$(0.28)$(0.16)$(1.03)$(0.56)
(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 unaudited condensed consolidated financial statements.
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ENVIRI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
Three Months Ended
 September 30
(In thousands)20252024
Net income (loss)$(21,358)$(12,267)
Other comprehensive income (loss):  
Foreign currency translation adjustments, net of deferred income taxes of $(1,373) and $3,438 in 2025 and 2024, respectively
(9,333)22,985 
Net gain (loss) on cash flow hedging instruments, net of deferred income taxes of $(141) and $1,129 in 2025 and 2024, respectively
571 (3,670)
Pension liability adjustments, net of deferred income taxes of $(204) and $(262) in 2025 and 2024, respectively
10,374 (11,125)
Unrealized gain (loss) on marketable securities, net of deferred income taxes of $3 and $(3) in 2025 and 2024, respectively
(5)8 
Total other comprehensive income (loss)1,607 8,198 
Total comprehensive income (loss)(19,751)(4,069)
Comprehensive (income) loss attributable to noncontrolling interests(1,155)(2,171)
Comprehensive income (loss) attributable to Enviri Corporation$(20,906)$(6,240)
Nine Months Ended
 September 30
(In thousands)20252024
Net income (loss)$(80,102)$(40,233)
Other comprehensive income (loss):  
Foreign currency translation adjustments, net of deferred income taxes of $4,373 and $3,138 in 2025 and 2024, respectively
29,337 (4,355)
Net gain (loss) on cash flow hedging instruments, net of deferred income taxes of $994 and $442 in 2025 and 2024, respectively
(4,026)(1,679)
Pension liability adjustments, net of deferred income taxes of $(661) and $(821) in 2025 and 2024, respectively
(4,954)328 
Unrealized gain (loss) on marketable securities, net of deferred income taxes of $— and $(2) in 2025 and 2024, respectively
1 5 
Total other comprehensive income (loss)20,358 (5,701)
Total comprehensive income (loss)(59,744)(45,934)
Less: Comprehensive (income) loss attributable to noncontrolling interests(4,569)(4,723)
Comprehensive income (loss) attributable to Enviri Corporation$(64,313)$(50,657)

See accompanying notes to unaudited condensed consolidated financial statements.
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ENVIRI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 Nine Months Ended September 30
(In thousands)20252024
Cash flows from operating activities:  
Net income (loss)$(80,102)$(40,233)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Depreciation113,701 111,525 
Amortization22,721 24,089 
Deferred income tax (benefit) expense(8,407)5,634 
Equity in (income) loss of unconsolidated entities, net
(111)84 
Dividends from unconsolidated entities77 204 
Right-of-use assets23,328 23,687 
Property, plant and equipment impairment charge7,386 — 
Intangible asset impairment charge
— 2,840 
Remeasurement of long-lived assets— 10,695 
Gain on sale of businesses, net
— (10,478)
Stock-based compensation15,507 13,040 
Other, net(6,104)(13,952)
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:  
Accounts receivable(4,058)3,231 
Inventories(8,619)(17,084)
Contract assets5,368 (14,923)
Accounts payable13,566 7,421 
Accrued interest payable(7,131)(5,092)
Accrued compensation(5,520)(13,412)
Advances on contracts and other customer advances(17,461)(10,446)
Operating lease liabilities(23,227)(23,341)
Retirement plan liabilities, net14,133 (6,981)
Other assets and liabilities7,961 (4,737)
Net cash (used) provided by operating activities63,008 41,771 
Cash flows from investing activities:  
Purchases of property, plant and equipment(92,416)(102,094)
Proceeds from sale of businesses, net
— 57,667 
Proceeds from sales of assets5,815 12,479 
Expenditures for intangible assets(114)(1,181)
Proceeds from notes receivable— 17,023 
Net proceeds (payments) from settlement of foreign currency forward exchange contracts(4,319)(6,133)
Net cash used by investing activities(91,034)(22,239)
Cash flows from financing activities:  
Short-term borrowings, net3,456 (2,982)
Borrowings and repayments under Revolving Credit Facility, net
82,000 15,000 
Borrowings related to refinancing of Revolving Credit Facility
— 107,557 
Repayments related to refinancing of Revolving Credit Facility
— (107,557)
Repayments of Term Loan
(3,750)(3,750)
Cash paid for finance leases and other long-term debt
(14,186)(10,272)
Proceeds from other long-term debt
566 — 
Dividends paid to noncontrolling interests— (15,964)
Contributions from noncontrolling interests— 874 
Stock-based compensation - Employee taxes paid(1,556)(1,546)
Deferred financing costs— (3,765)
Net cash (used) provided by financing activities66,530 (22,405)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash2,357 (8,609)
Net increase (decrease) in cash and cash equivalents, including restricted cash
40,861 (11,482)
Cash and cash equivalents, including restricted cash, at beginning of period90,158 124,614 
Cash and cash equivalents, including restricted cash, at end of period$131,019 $113,132 

See accompanying notes to unaudited condensed consolidated financial statements.
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ENVIRI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)

 Enviri Corporation Stockholders’ Equity  
Common StockAdditional Paid-in CapitalRetained
Earnings		Accumulated Other
Comprehensive
Loss		Noncontrolling
Interests		 
(In thousands, except share amounts)
IssuedTreasuryTotal
Balances, December 31, 2023
$146,105 $(849,996)$238,416 $1,528,320 $(539,694)$52,257 $575,408 
Net income (loss)
— — — (17,962)— 1,116 (16,846)
Cash dividends declared:       
   Noncontrolling interests— — — — — (8,243)(8,243)
Total other comprehensive income (loss), net of deferred income taxes of $(1,433)
— — — — (6,838)(821)(7,659)
Contributions from noncontrolling interests— — — — — 874 874 
Vesting of restricted stock units and other stock grants, net 201,053 shares
443 (1,270)(443)— — — (1,270)
Amortization of unearned portion of stock-based compensation, net of forfeitures— — 3,860 — — — 3,860 
Balances, March 31, 2024
$146,548 $(851,266)$241,833 $1,510,358 $(546,532)$45,183 $546,124 
Net income (loss)
— — — (13,601)— 2,481 (11,120)
Cash dividends declared:
   Noncontrolling interests— — — — — (4,308)(4,308)
Total other comprehensive income (loss), net of deferred income taxes of $(112)
— — — — (6,016)(224)(6,240)
Stock appreciation rights exercised, net 603 shares
1 (2)(1)— — — (2)
Vesting of restricted stock units and other stock grants, net 74,725 shares
102 (59)(102)— — — (59)
Amortization of unearned portion of stock-based compensation, net of forfeitures— — 4,403 — — — 4,403 
Balances, June 30, 2024
$146,651 $(851,327)$246,133 $1,496,757 $(552,548)$43,132 $528,798 
Net income (loss)— — — (13,168)— 901 (12,267)
Cash dividends declared:
   Noncontrolling interests— — — — — (3,413)(3,413)
Total other comprehensive income (loss), net of deferred income taxes of $4,302
— — — — 6,928 1,270 8,198 
Vesting of restricted stock units and other stock grants, net 23,351 shares
55 (214)(55)— — — (214)
Amortization of unearned portion of stock-based compensation, net of forfeitures— — 4,777 — — — 4,777 
Balances, September 30, 2024
$146,706 $(851,541)$250,855 $1,483,589 $(545,620)$41,890 $525,879 

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 Enviri Corporation Stockholders’ Equity  
(In thousands, except share amounts)Common StockAdditional Paid-in CapitalRetained
Earnings		Accumulated Other
Comprehensive
Loss		Noncontrolling
Interests		 
IssuedTreasuryTotal
Balances, December 31, 2024
$146,844 $(851,881)$255,102 $1,400,347 $(538,964)$38,151 $449,599 
Net income (loss)— — — (13,396)— 1,201 (12,195)
Total other comprehensive income (loss), net of deferred income taxes of $2,487
— — — — 8,351 367 8,718 
Vesting of restricted stock units, net 284,643 shares
636 (1,357)(636)— — — (1,357)
Vesting of performance share units, net 14,860 shares
35 (122)(35)— — — (122)
Amortization of unearned portion of stock-based compensation, net of forfeitures— — 4,044 — — — 4,044 
Balances, March 31, 2025
$147,515 $(853,360)$258,475 $1,386,951 $(530,613)$39,719 $448,687 
Net income (loss)— — — (47,607)— 1,058 (46,549)
Total other comprehensive income (loss), net of deferred income taxes of $3,934
— — — — 9,245 788 10,033 
Vesting of restricted stock units and other stock grants, net 144,761 shares
191 (56)(191)— — — (56)
Amortization of unearned portion of stock-based compensation, net of forfeitures— — 5,716 — — — 5,716 
Balances, June 30, 2025
$147,706 $(853,416)$264,000 $1,339,344 $(521,368)$41,565 $417,831 
Net income (loss)— — — (22,313)— 955 (21,358)
Total other comprehensive income (loss), net of deferred income taxes of $(1,715)
— — — — 1,407 200 1,607 
Stock appreciation rights exercised, net 5,452 shares
6 — (6)— 
Vesting of restricted stock units and other stock grants, net 3,367 shares
7 (22)(7)— — — (22)
Amortization of unearned portion of stock-based compensation, net of forfeitures— — 5,747 — — — 5,747 
Balances, September 30, 2025
$147,719 $(853,438)$269,734 $1,317,031 $(519,961)$42,720 $403,805 


See accompanying notes to unaudited condensed consolidated financial statements.
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ENVIRI CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.     Basis of Presentation

The Company has prepared these unaudited condensed consolidated financial statements in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the SEC. Accordingly, the unaudited Condensed Consolidated Financial Statements do not include all information and disclosure required by U.S. GAAP for annual financial statements. The December 31, 2024 Condensed Consolidated Balance Sheet information contained in this Quarterly Report on Form 10-Q was derived from the 2024 audited consolidated financial statements. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in these unaudited Condensed Consolidated Financial Statements.

Going Concern

The Company’s cash flow forecasts, existing cash and cash equivalents, 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 unaudited 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 unaudited 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 (see Note 9, Debt and Credit Agreements).

Out-of-Period Adjustment

During the nine months ended September 30, 2025, the Company recorded an out-of-period adjustment that had the net effect of increasing Income tax expense from continuing operations on the Company’s Condensed Consolidated Statements of Operations by $5.7 million. The adjustment is primarily the result of an identified error in the Company’s income tax provision calculation. The Company assessed the individual and aggregate impact of this adjustment on the current year and all prior periods and determined that the cumulative effect of the adjustments was not material to the nine months ended September 30, 2025 and did not result in a material misstatement to any previously issued annual or quarterly financial statements. Consequently, the Company recorded the adjustment during the three months ended March 31, 2025 and has not revised any previously issued amounts in the Company’s Consolidated Financial Statements.

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 Condensed Consolidated Financial Statements, including the notes thereto.

2.     Recently Adopted and Recently Issued Accounting Standards

The following accounting standard was adopted during the nine months ended September 30, 2025:

Beginning with the Company's Annual Report on Form 10-K for the year ended December 31, 2024, the Company adopted changes issued by the FASB that require expansion of annual and interim disclosure requirements for reportable segments. The changes require additional interim and annual disclosures regarding segment profit (loss) measures that are regularly reviewed by the chief operating decision maker (the "CODM"), which include significant segment expenses and other segment items that are included in the reported segment profit (loss), segment asset information and a reconciliation of the reportable segment amounts for each profit (loss) measure to the corresponding amounts on an entity's consolidated financial statements. This change also requires additional annual disclosures for other qualitative information related to the CODM and how the reported measures are used by them. See Note 15, Review of Operations by Segment, for the changes implemented by the Company for its interim reporting disclosures.

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

In December 2023, the FASB issued changes which require greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid. The changes become effective starting with the Company's annual financial statements for the year ended December 31, 2025. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company has elected to adopt the new standard on a prospective basis.

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. Dispositions

Harsco Environmental Segment
On April 1, 2024, the Company completed the sale of Performix Metallurgical Additives, LLC, 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 Minerals, LLC, 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.

4.    Trade Accounts Receivables and Other receivables
Accounts receivable consist of the following:
(In thousands)September 30
2025		December 31
2024
Trade accounts receivable$291,674 $275,804 
Less: Allowance for expected credit losses (10,602)(15,114)
Trade accounts receivable, net$281,072 $260,690 
Other receivables (a)
$43,035 $40,439 
(a) Other receivables include employee receivables, insurance receivable, tax claims and refunds and other miscellaneous items not included in Trade accounts receivable, net.

The change in provision for expected credit losses related to trade accounts receivable was as follows:

 Three Months EndedNine Months Ended
September 30September 30
(In thousands)2025202420252024
Change in provision for expected credit losses
$(1,028)$(1,361)$(3,787)$(880)

At September 30, 2025, $7.9 million of the Company's trade accounts receivable were past due by twelve months or more, with $5.7 million of this amount reserved. The change in provision for credit losses for the three and nine months ended September 30, 2025 included recoveries of $1.2 million and $3.4 million, respectively, of a previously reserved balance for an HE customer who had become insolvent in the fourth quarter of 2024.

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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 in February 2025.

The total outstanding balance of trade receivables that have been sold and derecognized by the SPE was $160.0 million as of September 30, 2025 and $150.0 million December 31, 2024. The SPE owned $59.8 million and $63.8 million of trade receivables as of September 30, 2025 and December 31, 2024, respectively, which is included in the caption Trade accounts receivable, net, on the Condensed Consolidated Balance Sheets.

The Company received proceeds of $10.0 million from the AR Facility during the nine months ended September 30, 2025. No proceeds were received during the nine months ended September 30, 2024.
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 and accordingly, derecognized from the Company's Condensed Consolidated Balance Sheet. The following table reflects balances for net amounts sold and program capacities for the arrangements:
(In millions)September 30
2025		December 31
2024
Net amounts sold under factoring arrangements$15.0 $13.3 
Program capacities21.1 18.6 



5.    Inventories
Inventories consist of the following:
(In thousands)September 30
2025		December 31
2024
Finished goods$17,609 $14,344 
Work-in-process17,649 15,629 
Raw materials and purchased parts112,080 107,364 
Stores and supplies48,079 44,705 
Total inventories$195,417 $182,042 

6.     Property, Plant and Equipment
PP&E consist of the following:
(In thousands)September 30
2025		December 31
2024
Land and improvements
$95,384 $94,551 
Buildings and improvements246,099 225,688 
Machinery and equipment1,723,877 1,576,298 
Uncompleted construction50,723 53,441 
Gross property, plant and equipment2,116,083 1,949,978 
Less: Accumulated depreciation(1,418,797)(1,285,686)
Property, plant and equipment, net$697,286 $664,292 
During the nine months ended September 30, 2025, the Company recorded an impairment charge of $7.4 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 Condensed Consolidated Statements of Operations.
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7. Leases
The components of lease expense were as follows:
Three Months EndedNine Months Ended
September 30September 30
(In thousands)2025202420252024
Finance leases:
Depreciation expense
$4,946 $3,445 $13,289 $9,046 
Interest on lease liabilities1,654 1,164 4,614 3,064 
Operating leases9,542 9,689 28,924 29,482 
Variable and short-term lease expense14,469 13,756 40,701 41,555 
Sublease income(2)(1)(5)(5)
Total lease expense
$30,609 $28,053 $87,523 $83,142 

8.     Goodwill and Other Intangible Assets
The Company tests for goodwill impairment annually, or more frequently if indicators of impairment exist, or if a decision is made to dispose of a business. The Company performs its annual goodwill impairment test as of October 1 and monitors for triggering events on an ongoing basis.

During the nine months ended September 30, 2025, the Company determined that there were no events or indicators present that would indicate that it was more-likely-than-not that its reporting units' fair values were less than their carrying amounts, which would require a further interim impairment analysis. However, unfavorable economic conditions, including tariffs and continued cost inflation, could impact the Company's future projected cash flows and discount rates used to estimate fair value, which could result in an impairment charge to any of the Company's reporting units in a future period.

During the nine months ended September 30, 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. This amount is included in the caption Intangible asset impairment charge on the Condensed Consolidated Statement of Operations.

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9. Debt and Credit Agreements
Long-term debt consists of the following:
(In thousands)September 30
2025		December 31
2024
Senior Secured Credit Facilities:
Term Loan
$478,750 $482,500 
Revolving Credit Facility 489,000 407,000 
  Senior Notes
475,000 475,000 
Other financing payable (including finance leases) in varying amounts93,032 79,917 
Total debt obligations1,535,782 1,444,417 
Less: deferred financing costs(10,029)(12,695)
Total debt obligations, net of deferred financing costs1,525,753 1,431,722 
Less: current maturities of long-term debt(25,711)(21,004)
Long-term debt$1,500,042 $1,410,718 

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.

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. The interest coverage ratio was set to a minimum of 2.50x for each quarter ended 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 and capitalized $4.4 million of fees incurred related to the amendment during the three months ended September 30, 2024.

At September 30, 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 4.82x and the total interest coverage ratio was 2.80x. Based on balances and covenants in effect at September 30, 2025, the Company could increase Net Debt by $53.8 million and still be in compliance with these debt covenants. Alternatively, Consolidated Adjusted EBITDA could decrease by $10.8 million or interest expense could increase by $12.8 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.

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Facility Fees and Debt-Related Income (Expense)
The components of the Condensed Consolidated Statements of Operations caption Facility fees and debt-related income (expense) were as follows:
Three Months EndedNine Months Ended
September 30September 30
(In thousands)2025202420252024
Gain (loss) on extinguishment of debt
$— $(325)$— $(325)
Unused debt commitment and amendment fees— — (212)— 
Securitization and factoring fees(2,508)(2,653)(7,527)(8,362)
Facility fees and debt-related income (expense)$(2,508)$(2,978)$(7,739)$(8,687)
10.  Employee Benefit Plans
 Three Months Ended
September 30
Defined Benefit Pension Plan Net Periodic Pension Cost (Benefit)U.S. PlansInternational Plans
(In thousands)2025202420252024
Service costs$— $— $324 $334 
Interest costs2,313 2,419 7,606 7,551 
Expected return on plan assets(2,562)(2,236)(6,875)(8,480)
Recognized prior service costs— — 123 119 
Recognized actuarial losses785 1,045 3,974 3,864 
Defined benefit pension plan net periodic pension cost (benefit)$536 $1,228 $5,152 $3,388 
 Nine Months Ended
September 30
Defined Benefit Pension Plans Net Periodic Pension Cost (Benefit)U.S. PlansInternational Plans
(In thousands)2025202420252024
Service costs$— $— $951 $1,007 
Interest costs6,939 7,257 22,468 22,445 
Expected return on plan assets(7,685)(6,708)(20,314)(25,194)
Recognized prior service costs— — 360 354 
Recognized actuarial losses2,355 3,135 11,745 11,459 
Defined benefit pension plans net periodic pension cost (benefit)$1,609 $3,684 $15,210 $10,071 

Cash contributions to U.S. and international defined benefit pension plans totaled $1.5 million and $0.7 million for the nine months ended September 30, 2025, respectively. The Company's estimate of expected cash contributions to be paid during the remainder of 2025 for the U.S. and international defined benefit pension plans is $0.4 million and $0.2 million, respectively.

11.     Income Taxes 

Income tax expense from continuing operations for the three and nine months ended September 30, 2025 was $1.1 million and $12.6 million, respectively, compared with $13.4 million and $31.4 million for the three and nine months ended September 30, 2024. The decrease in the income tax expense for the three and nine months ended September 30, 2025, compared with the three and nine months ended September 30, 2024, is primarily due to lower operating income in the U.S., an increase in deductible interest expense in the U.S. as a result of the enactment of "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. res. 14" ("the Act") on July 4, 2025, and $5.7 million of tax expense related to the net gain from the Reed sale in 2024. In addition, the decrease in income tax expense for the nine months ended September 30, 2025 was partially offset by a $5.7 million out-of-period adjustment recorded in the first quarter of 2025. See Note 1, Basis for Presentation for additional information on the out-of-period adjustment.

The Company has historically calculated its quarterly tax provision based on its best estimate of the full year tax rate applicable to the quarter. For the three and nine months ended September 30, 2025, 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. In the prior year, the estimate was based on the forecasted full year rate.

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The reserve for uncertain tax positions on September 30, 2025 and December 31, 2024 was $6.9 million and $3.1 million, respectively, including interest and penalties. Within the next twelve months, it is reasonably possible that $0.6 million in unrecognized income tax benefits will be recognized upon settlement of tax examinations and the expiration of various statutes of limitations.


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 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)September 30
2025		December 31
2024
Current portion of environmental liabilities (a)
$10,622 $11,815 
Long-term environmental liabilities42,147 46,585 
Total environmental liabilities$52,769 $58,400 
(a)    The current portion of environmental liabilities is included in the caption Other current liabilities on the Condensed 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 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 for approximately $0.2 million and a Supplemental Environmental Project estimated to cost approximately $0.8 million that 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 financial position or results from operations.

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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 Condensed Consolidated Statements of Operations The Company's current reserve of $28.8 million at September 30, 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 "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 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 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 September 30, 2025). On October 5, 2024, the 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 $50 million as of September 30, 2025) and the Company would pay approximately 66 million Brazilian reais (or approximately $12 million as of September 30, 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 against CSN and the Company and is seeking 431 million Brazilian reais (or approximately $81 million as of September 30, 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 court is currently considering whether to permit this proceeding to move forward. The Company denies that any environmental damage occurred and will defend itself vigorously. The Company does not believe that a loss relating to this matter is probable or estimable at this point.

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.

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 exclusively or almost exclusively 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. 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.
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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 authority in Ipatinga, Brazil, alleging $2.0 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 $6.9 million as of September 30, 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 Condensed 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.
At September 30, 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.
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. At September 30, 2025, the Company has successfully dismissed approximately 28,500 cases by stipulation or summary judgment prior to trial.
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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 Condensed 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 Condensed Consolidated Balance Sheets. See Note 1, Summary of Significant Accounting Policies in Part II, Item 8 Financial Statements and Supplementary Data in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under Accrued Insurance and Loss Reserves, for additional information.

13.  Reconciliation of Basic and Diluted Shares
Three Months EndedNine Months Ended
September 30September 30
(In thousands, except per share amounts)2025202420252024
Income (loss) from continuing operations attributable to Enviri Corporation common stockholders$(21,133)$(11,995)$(80,312)$(41,556)
Weighted-average shares outstanding:
Weighted-average shares outstanding - basic80,665 80,165 80,543 80,085 
Dilutive effect of stock-based compensation— — — — 
Weighted-average shares outstanding - diluted80,665 80,165 80,543 80,085 
Earnings (loss) from continuing operations per common share, attributable to Enviri Corporation common stockholders:
Basic$(0.26)$(0.15)$(1.00)$(0.52)
Diluted$(0.26)$(0.15)$(1.00)$(0.52)

The following average outstanding stock-based compensation units were not included in the computation of diluted earnings (loss) per share because the effect was either antidilutive or the market conditions for the performance share units were not met:

Three Months EndedNine Months Ended
September 30September 30
(In thousands)2025202420252024
Restricted stock units2,036 1,607 2,053 1,650 
Stock appreciation rights3,044 2,618 3,148 2,764 
Performance share units1,892 1,833 2,079 1,852 

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14.   Derivative Instruments, Hedging Activities and Fair Value

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 Condensed 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.
The fair value of outstanding derivative contracts recorded as assets and liabilities on the Company's Condensed 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
September 30, 2025    
Asset derivatives (Level 2):
Foreign currency exchange forward contractsOther current assets$59 $1,699 $1,758 
Interest rate swapsOther current assets804 — 804 
Interest rate swapsOther assets187 — 187 
Total $1,050 $1,699 $2,749 
Liability derivatives (Level 2):
Foreign currency exchange forward contractsDerivative liabilities$801 $33,072 $33,873 
Interest rate swapsDerivative liabilities156 — 156 
Total$957 $33,072 $34,029 
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 contractsDerivative liabilities$80 $987 $1,067 
Interest rate swapsDerivative liabilities217 — 217 
Total$297 $987 $1,284 

All of the Company's derivatives are recorded on the Condensed Consolidated Balance Sheets at gross amounts and do 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 subject to enforceable master netting arrangements, if offset, would have resulted in a net assets of $0.4 million and $2.2 million at September 30, 2025 and December 31, 2024, respectively.
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The effect of derivative instruments on the Company's Condensed Consolidated Statements of Comprehensive Income (Loss) was as follows:
Derivatives Designated as Hedging
Gain (Loss) Recognized in
OCI on Derivatives
Loss (Gain) Reclassified from
AOCI into Income - Effective Portion or Equity
Three Months EndedThree Months Ended
September 30September 30
(In thousands)2025202420252024
Foreign currency exchange forward contracts$97 $(1,188)$503 $541 
Interest rate swaps230 (3,284)(119)(866)
 $327 $(4,472)$384 $(325)
Gain (Loss) Recognized in
OCI on Derivatives
Loss (Gain) Reclassified from
AOCI into Income - Effective Portion or Equity
Nine Months EndedNine Months Ended
September 30September 30
(In thousands)2025202420252024
Foreign currency exchange forward contracts$(2,214)$(938)$1,392 $44 
Interest rate swaps(3,850)1,394 (349)(2,619)
 $(6,064)$456 $1,043 $(2,575)

The location and amount of gain (loss) recognized on the Company's Condensed Consolidated Statements of Operations was as follows:
Three Months Ended
September 30
20252024
(In thousands)Product RevenuesInterest ExpenseProduct RevenuesInterest Expense
Total amounts in the Condensed Consolidated Statement of Operations in which the effects of derivatives designated as hedging instruments are recorded$68,940 $(28,353)$85,495 $(28,813)
Interest rate swaps:
Gain (loss) reclassified from AOCI into income
— 119 — 866 
Foreign exchange contracts:
Gain (loss) reclassified from AOCI into income
(503)— (541)— 
Nine Months Ended
September 30
20252024
(In thousands)Product RevenuesInterest ExpenseProduct RevenuesInterest Expense
Total amounts in the Condensed Consolidated Statement of Operations in which the effects of derivatives designated as hedging instruments are recorded$197,397 $(82,527)$291,368 $(84,869)
Interest rate swaps:
Gain (loss) reclassified from AOCI into income
— 349 — 2,619 
Foreign exchange contracts:
Gain (loss) reclassified from AOCI into income
(1,392)— (44)— 
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Derivatives Not Designated as Hedging Instruments
 
Location of Gain (Loss) Recognized in Income on Derivatives (a)
Amount of Gain (Loss) Recognized in Income on Derivatives (a)
Three Months EndedNine Months Ended
September 30September 30
(In thousands)2025202420252024
Foreign currency exchange forward contractsCost of services and products sold$3,841 $(18,569)$(42,296)$(6,344)
(a)      These gains (losses) offset other amounts recognized in cost of services and products sold principally as a result of intercompany or third party foreign currency exposures.

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 consolidated balance sheet dates, and income and expense items are translated at the average exchange rates during the respective periods. 

The Company uses derivative instruments to hedge cash flows related to foreign currency fluctuations. Foreign currency exchange forward contracts outstanding 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 services and products sold principally as a result of intercompany or third-party foreign currency exposures. At September 30, 2025 and December 31, 2024, the notional amounts of foreign currency exchange forward contracts were $639.4 million and $593.7 million, respectively. These contracts are primarily denominated in British Pound Sterling and Euros and mature through 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 pre-tax net losses of $1.2 million and $3.1 million for the three and nine months ended September 30, 2025, respectively, and pre-tax net gains of $0.9 million and $2.1 million for the three and nine months ended September 30, 2024, respectively, 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 and are reclassified into income as interest payments are made.

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

In October 2024, the Company entered into a new series of interest rate swaps that will be in effect upon the maturity of the existing interest rate swaps in December 2025 and will mature in March 2028. These forward swaps will continue to have the same effect of converting $300.0 million from the Term Loan from a floating interest rate to a fixed interest rate and will be classified as cash flow hedges. These swaps will provide fixed interest rates that range from 3.06% to 3.12% and will continue to replace the adjusted SOFR rate in the interest calculation.
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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 September 30, 2025 and December 31, 2024, the total fair value of long-term debt and current maturities, excluding deferred financing costs, was $1,528.6 million and $1,419.7 million, respectively, compared with a carrying value of $1,535.8 million and $1,444.4 million, respectively. Fair values for debt are based on 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.
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15. Review of Operations by Segment 

The tables below include information about the Company's revenues and operating income (loss) by reportable segment, along with significant segment expenses and other segment information, followed by a reconciliation of operating income (loss) by reporting segment to the Company's consolidated Income (loss) from continuing operations before income taxes and equity in income, for the periods presented:
Three Months Ended September 30, 2025
(in thousands)
Harsco Environmental
Clean
Earth
Harsco
Rail
Total Reportable Segments
Corporate
Total
Segment Profit and Loss:
Total revenues
261,131 250,051 63,633 $574,815 — $574,815 
Less:
Cost of services and products sold
219,486 179,512 58,177 457,175 — 457,175 
Selling, general and administrative expenses
25,514 43,458 11,585 80,557 12,737 93,294 
Other segment activities (a)
2,897 299 2,505 5,701 2,165 7,866 
Operating income (loss) from continuing operations13,234 26,782 (8,634)$31,382 (14,902)$16,480 
Plus:
Interest income552 
Interest expense(28,353)
Facility fees and debt-related income (expense)(2,508)
Defined benefit pension income (expense)(5,322)
Income (loss) from continuing operations before income taxes and equity in income$(19,151)
Other Segment Information:
Depreciation
28,047 9,935 1,151 $39,133 225 $39,358 
Amortization (b)
567 5,924 299 $6,790 967 $7,757 
Capital expenditures
19,513 10,343 1,819 $31,675 82 $31,757 
Three Months Ended September 30, 2024
(in thousands)Harsco EnvironmentalClean
Earth		Harsco
Rail
Total Reportable
Segments
CorporateTotal
Segment Profit and Loss:
Total revenues279,148 236,791 57,688 $573,627 — $573,627 
Less:
Cost of services and products sold
229,108 170,703 58,179 457,990 — 457,990 
Selling, general and administrative expenses27,753 39,144 11,824 78,721 10,462 89,183 
Gain on sale of businesses, net(8,152)— — (8,152)(449)(8,601)
Other segment activities (a)
(2,742)111 1,786 (845)(1,472)(2,317)
Operating income (loss) from continuing operations33,181 26,833 (14,101)$45,913 (8,541)$37,372 
Plus:
Interest income981 
Interest expense(28,813)
Facility fees and debt-related income (expense)(2,978)
Defined benefit pension income (expense)(4,257)
Income (loss) from continuing operations before income taxes and equity in income
$2,305 
Other Segment Information:
Depreciation
27,554 8,685 1,040 $37,279 300 $37,579 
Amortization (b)
532 5,991 68 $6,591 1,318 $7,909 
Capital expenditures
24,905 13,020 3,567 $41,492 82 $41,574 
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Nine Months Ended September 30, 2025
(in thousands)
Harsco EnvironmentalClean
Earth		Harsco
Rail
Total Reportable
Segments
CorporateTotal
Segment Profit and Loss:
Total revenues762,246 731,564 191,543 $1,685,353 — $1,685,353 
Less:
Cost of services and products sold
641,697 533,065 172,140 1,346,902 — 1,346,902 
Selling, general and administrative expenses77,636 123,932 34,490 236,058 41,847 277,905 
Property, plant and equipment impairment charge7,386 — — 7,386 — 7,386 
Other segment activities (a)
7,969 510 5,717 14,196 (980)13,216 
Operating income (loss) from continuing operations27,558 74,057 (20,804)$80,811 (40,867)$39,944 
Plus:
Interest income1,476 
Interest expense(82,527)
Facility fees and debt-related income (expense)(7,739)
Defined benefit pension income (expense)(15,742)
Income (loss) from continuing operations before income taxes and equity in income$(64,588)
Other Segment Information:
Depreciation80,602 29,104 3,234 $112,940 761 $113,701 
Amortization (b)
1,678 17,695 472 $19,845 2,876 $22,721 
Capital expenditures58,864 29,135 4,229 $92,228 188 $92,416 
Nine Months Ended September 30, 2024
(in thousands)
Harsco EnvironmentalClean
Earth		Harsco
Rail
Total Reportable
Segments
CorporateTotal
Segment Profit and Loss:
Total revenues871,196 698,926 213,815 $1,783,937 — $1,783,937 
Less:
Cost of services and products sold
717,463 512,648 188,465 1,418,576 — 1,418,576 
Selling, general and administrative expenses85,828 114,954 36,707 237,489 29,274 266,763 
Intangible asset impairment charge
2,840 — — 2,840 — 2,840 
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 activities (a)
2,039 16 4,199 6,254 (5,153)1,101 
Operating income (loss) from continuing operations73,055 71,308 (26,251)$118,112 (23,672)$94,440 
Plus:
Interest income6,113 
Interest expense(84,869)
Facility fees and debt-related income (expense)(8,687)
Defined benefit pension income (expense)(12,599)
Income (loss) from continuing operations before income taxes and equity in income
$(5,602)
Other Segment Information:
Depreciation83,793 24,347 2,424 $110,564 961 $111,525 
Amortization (b)
2,525 18,147 157 $20,829 3,260 $24,089 
Capital expenditures69,674 27,084 5,154 $101,912 182 $102,094 
(a) Other segment activities include amounts reflected in the captions Research and development costs, Other income (expenses), net, and certain activities reported in Cost of services and products sold on the Company's Condensed Consolidated Statements of Operations.
(b) Amortization expense in Corporate relates to the amortization of deferred financing costs.


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16. 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 and products. Service revenues include CE and the service components of HE and Rail. Product revenues include portions of HE and Rail. There are no significant inter-segment sales.

A summary of the Company's revenues by primary geographical markets as well as by key product and service groups is as follows:
Three Months Ended
September 30, 2025
(In thousands)
Harsco Environmental
Clean Earth
Harsco Rail
Consolidated Totals
Primary Geographical Markets (a):
North America$57,750 $250,051 $33,865 $341,666 
Western Europe101,108 — 22,216 123,324 
Latin America (b)
38,815 — 312 39,127 
Asia-Pacific31,971 — 7,240 39,211 
Middle East and Africa26,562 — — 26,562 
Eastern Europe 4,925 — — 4,925 
Total Revenues$261,131 $250,051 $63,633 $574,815 
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing and related logistical services$241,417 $— $— $241,417 
Ecoproducts14,980 — — 14,980 
Environmental systems for aluminum dross and scrap processing4,734 — — 4,734 
Railway track maintenance equipment— — 18,538 18,538 
After market parts and services; safety and diagnostic technology— — 31,227 31,227 
Railway contracting services— — 13,868 13,868 
Hazardous waste processing solutions— 212,952 — 212,952 
Soil and dredged materials processing and reuse solutions— 37,099 — 37,099 
Total Revenues$261,131 $250,051 $63,633 $574,815 
Three Months Ended
September 30, 2024
(In thousands)
Harsco Environmental
Clean Earth
Harsco Rail
Consolidated Totals
Primary Geographical Markets (a):
North America$70,316 $236,791 $31,644 $338,751 
Western Europe108,709 — 21,294 130,003 
Latin America (b)
38,195 — 247 38,442 
Asia-Pacific31,333 — 4,503 35,836 
Middle East and Africa26,327 — — 26,327 
Eastern Europe 4,268 — — 4,268 
Total Revenues $279,148 $236,791 $57,688 $573,627 
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Three Months Ended
September 30, 2024
(In thousands)
Harsco Environmental
Clean Earth
Harsco Rail
Consolidated Totals
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing and related logistical services$235,490 $— $— $235,490 
Ecoproducts36,663 — — 36,663 
Environmental systems for aluminum dross and scrap processing6,995 — — 6,995 
Railway track maintenance equipment— — 19,099 19,099 
After market parts and services; safety and diagnostic technology— — 23,495 23,495 
Railway contracting services— — 15,094 15,094 
Hazardous waste processing solutions— 194,557 — 194,557 
Soil and dredged materials processing and reuse solutions— 42,234 — 42,234 
Total Revenues$279,148 $236,791 $57,688 $573,627 
Nine Months Ended
September 30, 2025
(In thousands)
Harsco Environmental
Clean Earth
Harsco Rail
Consolidated Totals
Primary Geographical Markets (a):
North America$170,589 $731,564 $101,459 $1,003,612 
Western Europe304,056 — 72,262 376,318 
Latin America (b)
106,485 — 2,745 109,230 
Asia-Pacific90,363 — 15,077 105,440 
Middle East and Africa76,668 — — 76,668 
Eastern Europe 14,085 — — 14,085 
Total Revenues $762,246 $731,564 $191,543 $1,685,353 
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing and related logistical services$709,072 $— $— $709,072 
Ecoproducts38,497 — — 38,497 
Environmental systems for aluminum dross and scrap processing14,677 — — 14,677 
Railway track maintenance equipment— — 67,258 67,258 
After-market parts and services; safety and diagnostic technology
— — 78,498 78,498 
Railway contracting services— — 45,787 45,787 
Hazardous waste processing solutions— 622,129 — 622,129 
Soil and dredged materials processing and reuse solutions— 109,435 — 109,435 
Total Revenues$762,246 $731,564 $191,543 $1,685,353 
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Nine Months Ended
September 30, 2024
(In thousands)
Harsco Environmental
Clean Earth
Harsco Rail
Consolidated Totals
Primary Geographical Markets (a):
North America$238,553 $698,926 $129,119 $1,066,598 
Western Europe328,604 — 61,318 389,922 
Latin America (b)
122,396 — 3,205 125,601 
Asia-Pacific88,593 — 20,173 108,766 
Middle East and Africa79,858 — — 79,858 
Eastern Europe 13,192 — — 13,192 
Total Revenues$871,196 $698,926 $213,815 $1,783,937 
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing and related logistical services$747,303 $— $— $747,303 
Ecoproducts107,190 — — 107,190 
Environmental systems for aluminum dross and scrap processing16,703 — — 16,703 
Railway track maintenance equipment— — 79,535 79,535 
After-market parts and services; safety and diagnostic technology
— — 89,502 89,502 
Railway contracting services— — 44,778 44,778 
Hazardous waste processing solutions— 581,341 — 581,341 
Soil and dredged materials processing and reuse solutions— 117,585 — 117,585 
Total Revenues$871,196 $698,926 $213,815 $1,783,937 
(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 Current portion of advances on contracts and Other liabilities on the Condensed Consolidated Balance Sheets. The Company may recognize revenue in advance of being able to contractually invoice the customer (contract assets), which is included in Current portion of contract assets and Other assets on the Condensed 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. These instances are primarily related to Rail.

The Company had contract assets totaling $95.1 million and $97.2 million at September 30, 2025 and December 31, 2024, respectively. The Company had advances on contracts totaling $7.5 million and $23.9 million at September 30, 2025 and December 31, 2024, respectively. The decrease in advances on contracts 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 three and nine months ended September 30, 2025, the Company recognized $0.5 million and $22.9 million, respectively, of revenue related to amounts previously included in advances on contracts. During the three and nine months ended September 30, 2024, the Company recognized revenues of $4.8 million and $25.3 million, respectively, 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 excludes 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$19,384 $35,797 
202716,925 30,298 
202814,009 16,309 
20297,128 7,021 
20303,710 4,095 
Thereafter
4,866 — 
Total remaining performance obligations
$66,022 $93,520 
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Rail is currently manufacturing highly-engineered equipment under significant long-term fixed-price contracts with SBB, Network Rail, and Deutsche Bahn. As previously disclosed, the Company has recognized estimated forward loss provisions 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 project delays.

For the Network Rail contract, no adjustment was made to the forward loss provision for the three months ended September 30, 2025. For the nine months ended September 30, 2025, the forward loss provision totaled $11.3 million, primarily related to increased estimated manufacturing and material costs. During the third quarter of 2024, the Company recorded an additional loss provision of $11.2 million primarily related to delays in the estimated delivery of the machines and increased engineering and manufacturing costs primarily as a result of design changes. For the nine months ended September 30, 2024, the forward loss provision totaled $13.3 million.

For the Deutsche Bahn contract, no adjustment was made to the forward loss provision during the three months ended September 30, 2025. During the nine months ended September 30, 2025, the Company recorded a net favorable adjustment of $13.3 million that was the result of an amendment to the contract with Deutsche Bahn 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. The increased pricing and reduction of penalties were recorded as an increase to revenue. Partially offsetting this were higher estimated material, manufacturing and engineering costs. During the nine months ended September 30, 2024, the Company recorded an additional loss provision of $7.2 million related to supplier price increases, challenges with supplier quality on key components and increased engineering efforts that exceeded previous estimates.

For the SBB contract, during the three months ended September 30, 2025, the Company continued to make progress towards prototype commissioning of the universal vehicle and delivery of the wagons and recorded an additional loss provision of $1.3 million due to higher estimated commissioning, manufacturing, assembly and logistics costs. For the nine months ended September 30, 2025, the forward loss provision totaled $7.2 million. The Company recognized a $0.7 million favorable adjustment to the loss provision for this contract during the three months ended September 30, 2024. For the nine months ended September 30, 2024, the net reduction totaled $0.5 million.

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 September 30, 2025, the contracts with Network Rail, Deutsche Bahn and SBB are 67%, 56% and 92% complete, respectively, based on costs incurred under the cost-to-cost method to measure progress.

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.

17.   Other Expense (Income), Net

The major components of this Condensed Consolidated Statements of Operations caption were as follows:

 Three Months EndedNine Months Ended
September 30September 30
(In thousands)2025202420252024
Employee termination benefit costs$5,935 $1,316 $9,583 $5,926 
Other costs (income) for exit activities (a)
4,389 518 8,032 1,405 
Asset impairments
— 753 583 2,525 
Net gains on sale of assets
(507)(2,547)(1,679)(6,096)
Other expense (income), net$9,817 $40 $16,519 $3,760 
(a) Includes costs related to exploring strategic alternatives

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18. Components of Accumulated Other Comprehensive Loss
AOCI is included on the Condensed Consolidated Statements of Stockholders' Equity. The components of AOCI, net of the effect of income taxes, and activity for the nine months ended September 30, 2025 and 2024, were 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, 2024$(228,698)$3,769 $(314,057)$22 $(538,964)
OCI before reclassifications (a)(b)
29,337 (4,935)(18,803)1 5,600 
Amounts reclassified from AOCI, net of tax— 909 13,849 — 14,758 
Total OCI 29,337 (4,026)(4,954)1 20,358 
Less: OCI attributable to noncontrolling interests(1,355)— — — (1,355)
OCI attributable to Enviri Corporation27,982 (4,026)(4,954)1 19,003 
Balance at September 30, 2025$(200,716)$(257)$(319,011)$23 $(519,961)

Components of AOCI, Net of Tax
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(183,499)(470)(355,740)15 (539,694)
OCI before reclassifications (a)(b)
(4,355)304 (13,832)5 (17,878)
Amounts reclassified from AOCI, net of tax— (1,983)14,160 — 12,177 
Total OCI(4,355)(1,679)328 5 (5,701)
Less: OCI attributable to noncontrolling interests(225)— — — (225)
OCI attributable to Enviri Corporation(4,580)(1,679)328 5 (5,926)
Balance at September 30, 2024
(188,079)(2,149)(355,412)20 (545,620)
(a)    The cumulative amounts from foreign exchange translation and unrecognized actuarial losses on pension obligations are principally from foreign currency fluctuation.
(b)    The amounts related to the effective portion of derivatives designated as hedge instruments are due to the net change from periodic revaluations.

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Amounts reclassified from AOCI were as follows:
(In thousands)Three Months EndedNine Months EndedLocation on the Condensed Consolidated Statements of Operations
September 30September 30
2025202420252024
Amortization of cash flow hedging instruments:
Foreign currency exchange forward contracts $503 $541 $1,392 $44 Product revenues
Interest rate swaps(119)(866)(349)(2,619)Interest expense
Total before income taxes
384 (325)1,043 (2,575)
Income taxes103 63 (134)592 
Total reclassification of cash flow hedging instruments, net of tax$487 $(262)$909 $(1,983)
Amortization of defined benefit pension items (c):
Actuarial losses$4,759 $4,909 $14,100 $14,594 Defined benefit pension income (expense)
Prior service costs123 119 360 354 Defined benefit pension income (expense)
Total before income taxes
4,882 5,028 14,460 14,948 
Income taxes(204)(263)(611)(788)
Total reclassification of defined benefit pension items, net of tax$4,678 $4,765 $13,849 $14,160 
(c)    These AOCI components are included in the computation of net periodic pension costs. See Note 10, Employee Benefit Plans, for additional details.

ITEM 2.                 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements as well as the audited consolidated financial statements of the Company, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 which includes additional information about the Company’s critical accounting policies, contractual obligations, practices and the transactions that support the financial results, and provides a more comprehensive summary of the Company’s outlook, trends and strategies for 2025 and beyond.

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 "Exchange Act"), 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 regarding the Company's exploration of strategic alternatives, 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)any delay to the Company’s review of strategic alternatives;
(2)the Company’s inability to successfully secure a transaction as part of such review;
(3)if such a transaction is entered into, the failure to consummate such transaction;
(4)the possibility that any such transaction may not ultimately achieve the expected benefits;
(5)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;
(6)the Company’s inability to comply with applicable environmental laws and regulations;
(7)the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements;
(8)various economic, business, and regulatory risks associated with the waste management industry;
(9)the seasonal nature of the Company's business;
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(10)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;
(11)the outcome of any disputes with customers, contractors and subcontractors;
(12)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;
(13)higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage;
(14)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;
(15)the Company's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners;
(16)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;
(17)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;
(18)failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure;
(19)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;
(20)fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business;
(21)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;
(22)liability for and implementation of environmental remediation matters;
(23)product liability and warranty claims associated with the Company’s operations;
(24)the Company’s ability to comply with financial covenants and obligations to financial counterparties;
(25)the Company’s outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates;
(26)tax liabilities and changes in tax laws;
(27)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;
(28)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 the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q. 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.
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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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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 early 2025, the European Union (the "EU") announced plans to lower import quotas and implement anti-dumping duties against various countries that have imported certain steel products into the region. In October 2025, the European Commission proposed more significant actions to protect its steel industry, including a larger reduction in steel import quotas and a meaningful 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 tariffs on its businesses.

In August 2025, the Company announced that it had initiated the process to evaluate a wide range of value creation alternatives, including, but not limited to, a tax-efficient sale or separation of the Clean Earth business. There can be no assurances regarding any specific outcome or transaction resulting from this review.

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.

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Results of Operations

Amounts included in this Part I. Item 2. Results of Operations are rounded in millions and all percentages are calculated on actual amounts. As a result, minor differences may exist due to rounding.

Segment Results
Three Months EndedNine Months Ended
September 30September 30
(in millions, except percentages)
2025202420252024
Revenues:
Harsco Environmental$261.1 $279.1 $762.2 $871.2 
Clean Earth 250.1 236.8 731.6 698.9 
Harsco Rail63.6 57.7 191.5 213.8 
Total Revenues$574.8 $573.6 $1,685.4 $1,783.9 
Operating income (loss):
Harsco Environmental$13.2 $33.2 $27.6 $73.1 
Clean Earth26.8 26.8 74.1 71.3 
Harsco Rail(8.6)(14.1)(20.8)(26.3)
     Corporate(14.9)(8.5)(40.9)(23.7)
Total operating income (loss)$16.5 $37.4 $39.9 $94.4 
Operating margin:
Harsco Environmental5.1 %11.9 %3.6 %8.4 %
Clean Earth10.7 %11.3 %10.1 %10.2 %
Harsco Rail(13.6)%(24.4)%(10.9)%(12.3)%
Consolidated operating margin2.9 %6.5 %2.4 %5.3 %

Harsco Environmental Segment:
Significant Effects on Revenues (in millions)
Three Months EndedNine Months Ended
Revenues — September 30, 2024
$279.1 $871.2 
Impact of divestitures
(12.9)(59.9)
Net impact of new and lost contracts
(8.9)(43.9)
Impact of foreign currency translation2.9 (6.5)
Net effects of price/volume changes, primarily attributable to volume changes and services mix0.8 1.3 
Revenues — September 30, 2025
$261.1 $762.2 
The following factors contributed to the changes in operating income (loss) during the three and nine months ended September 30, 2025.

Factors Positively Affecting Operating Income:
•Selling, general and administrative expenses ("SG&A") for the three and nine months ended September 30, 2025 included a $0.9 million and $2.9 million net benefit, respectively, related to the Company's provision for expected credit losses, compared to a $0.1 million and $2.4 million net increase, respectively, to the provision during three and nine months ended September 30, 2024. The benefit in the current year was primarily from the recovery of a previously reserved trade accounts receivable balance.

Factors Negatively Impacting Operating Income:
•The unfavorable net effects from new and lost contracts resulted in a decrease in operating income of $2.5 million and $15.7 million during the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively.
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•Operating income for the nine months ended September 30, 2025 was negatively impacted by a $10.3 million total charge pertaining to the Company's decision to exit a downstream products business in France, which included a $7.4 million asset impairment charge, compared with a $5.3 million asset impairment for the nine months ended September 30, 2024, which was primarily due to the loss of a customer contract in Europe.
•The three and nine months ended September 30, 2025 included a $2.6 million and $3.3 million increase in employee termination benefit costs and related costs pertaining to restructuring activities, respectively, when compared to the same periods in the prior year.
•The divestitures of Performix and Reed unfavorably impacted operating income by $2.7 million and $7.9 million during the three and nine months ended September 30, 2025. See Note 3, Dispositions in Part I. Financial Statements for further discussion.
•Net gain on the sales of Performix and Reed during the three and nine months ended September 30, 2024 totaling $8.2 million and $10.0 million, respectively, that did not repeat during the same periods in the current year.
•A decrease in sales from ecoproducts due to lower demand during the nine months ended September 30, 2025 resulted in a decline in operating income of $4.9 million when compared to the nine months ended September 30, 2024.
•Asset sale gains were $2.4 million and $2.8 million lower during the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024.

Clean Earth Segment:
Significant Effects on Revenues (in millions)
Three Months EndedNine Months Ended
Revenues — September 30, 2024
$236.8 $698.9 
Net effects of price/volume changes
13.3 32.7 
Revenues — September 30, 2025
$250.1 $731.6 

The following factors contributed to the changes in operating income (loss) during the three and nine months ended September 30, 2025.

Factors Positively Affecting Operating Income:
•Favorable changes in revenues attributed to the hazardous waste business increased operating income by $10.8 million and $18.2 million for the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 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 $4.3 million and $9.0 million during the three and nine months ended September 30, 2025, respectively, from the same period in 2024, mainly from higher compensation costs and an unfavorable change in the provision for expected credit losses in the current year.
•The three and nine months ended September 30, 2025 included a net decrease of $6.2 million and $6.3 million, respectively, in operating income from lower volumes processed in the soil and dredged materials business at certain sites, net of higher pricing and volume mix at certain sites, when compared to the three and nine months ended September 30, 2024.

Harsco Rail Segment:
Significant Effects on Revenue (in millions)Three Months EndedNine Months Ended
Revenues — September 30, 2024
$57.7 $213.8 
Net effect of price/volume changes, primarily attributable to volume changes0.6 (43.5)
Change in revenue adjustments as a result of certain estimated forward loss provisions (a)
4.7 20.1 
Impact of foreign currency translation0.6 1.1 
Revenues — September 30, 2025
$63.6 $191.5 
(a) Principally as a result of an amendment to the Deutsche Bahn contract, as referenced in Note 16, Revenues in Part I. Financial Statements.
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The following factors contributed to the changes in operating income (loss) during the three and nine months ended September 30, 2025.

Factors Positively Affecting Operating Income:
•Favorable net changes in forward estimated loss provisions and related adjustments during the three and nine months ended September 30, 2025 of $8.9 million and $13.9 million, respectively, related to the Company's long-term contracts with Network Rail, Deutsche Bahn and SBB, when compared to three and nine months ended September 30, 2024. See Note 16, Revenues in Part I. Financial Statements for further discussion.
•A charge of $10.7 million was recorded for the remeasurement of long-lived assets during the nine months ended September 30, 2024 related to the depreciation and amortization expense that would have been recognized during the period Rail's assets were classified as held for use on the Company's Condensed Consolidated Balance Sheets. This charge did not reoccur in the nine months ended September 30, 2025.
•An increase of $2.7 million in operating income from after-market parts from higher demand during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
•An SG&A decrease of $2.4 million during the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024, primary due to lower agent commission fees and compensation costs.

Factors Negatively Impacting Operating Income:
•A decrease of $5.0 million and $12.1 million in operating income from lower equipment revenue and higher manufacturing costs for the three and nine months ended September 30, 2025 from the three and nine months ended September 30, 2024, respectively.
•A decrease in sales from after-market parts and safety and diagnostics technology systems from lower demand for the nine months ended September 30, 2025 that resulted in the decline of operating income of $7.0 million when compared to the same period in the prior year.
•A decrease in sales and an unfavorable mix of railway contracting services resulted in a decrease of $1.6 million and $2.1 million in operating income during the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024.
•An increase of $1.4 million and $1.5 million for the three and nine months ended September 30, 2025 related to employee termination benefit costs, respectively, compared to the three and nine months ended September 30, 2024.

General Corporate:

Operating income (loss) from continuing operations was negatively impacted from higher SG&A of $2.3 million and $12.6 million in the three and nine months ended September 30, 2025, respectively, which are discussed further below under Consolidated Results, when compared to the same periods in the prior year. The three and nine months ended September 30, 2025 were also negatively impacted by increased costs of $3.9 million and $2.6 million, when compared to the three and nine months ended September 30, 2024, principally related to the exploration of strategic alternatives. In addition, Corporate recognized a $3.3 million net gain on the sale of assets during the nine months ended September 30, 2024 that did not reoccur in the nine months ended September 30, 2025, which unfavorably impacted Operating income (loss).

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Consolidated Results
September 30
 Three Months EndedNine Months Ended
(in millions, except per share amounts and percentages)2025202420252024
Total revenues$574.8 $573.6 $1,685.4 $1,783.9 
Cost of services and products sold454.3 454.7 1,341.3 1,413.2 
Selling, general and administrative expenses93.3 89.2 277.9 266.8 
Research and development expenses0.9 0.9 2.3 2.7 
Intangible asset impairment charge— — — 2.8 
Property, plant and equipment impairment charge— — 7.4 — 
Remeasurement of long-lived assets
— — — 10.7 
Gain on sale of businesses, net
— (8.6)— (10.5)
Other expense (income), net9.8 — 16.5 3.8 
Operating income (loss) from continuing operations16.5 37.4 39.9 94.4 
Interest income0.6 1.0 1.5 6.1 
Interest expense(28.4)(28.8)(82.5)(84.9)
Facility fees and debt-related income (expense)(2.5)(3.0)(7.7)(8.7)
Defined benefit pension income (expense)(5.3)(4.3)(15.7)(12.6)
Income (loss) from continuing operations before income taxes and equity in income(19.2)2.3 (64.6)(5.6)
Income tax benefit (expense) from continuing operations(1.1)(13.4)(12.6)(31.4)
Equity in income (loss) of unconsolidated entities, net
— — 0.1 (0.1)
Income (loss) from continuing operations(20.2)(11.1)(77.1)(37.1)
Income (loss) from discontinued businesses(1.6)(1.6)(4.1)(4.3)
Income tax benefit (expense) related to discontinued operations0.4 0.4 1.1 1.1 
Income (loss) from discontinued operations, net of tax(1.2)(1.2)(3.0)(3.2)
Net income (loss)$(21.4)$(12.3)$(80.1)$(40.2)
Total other comprehensive income (loss)1.6 8.2 20.4 (5.7)
Total comprehensive income (loss)$(19.8)$(4.1)$(59.7)$(45.9)
Diluted earnings (loss) per common share from continuing operations attributable to Enviri Corporation common stockholders$(0.26)$(0.15)$(1.00)$(0.52)
Effective income tax rate for continuing operations(5.6)%583.0%(19.5)%(560.0)%

Comparative Analysis of Consolidated Results

Total Revenues
Revenues for the three and nine months ended September 30, 2025 increased (decreased) by $1.2 million, or 0.2%, and $(98.6) million, or (5.5)%, from the three and nine months ended September 30, 2024, respectively. Foreign currency translation affected revenues by $3.5 million and $(5.4) million during the three and nine months ended September 30, 2025, compared with the same periods in the prior year, respectively. Refer to the discussion of segment results above for information pertaining to factors positively affecting and negatively impacting revenues.

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Cost of Services and Products Sold
Cost of services and products sold for the three and nine months ended September 30, 2025 decreased by $0.4 million, or 0.1%, and $72.0 million, or 5.1%, from the three and nine months ended September 30, 2024, respectively. The changes in cost of services and products sold were attributable to the following significant items:
(in millions)
Three Months
Ended		Nine Months
Ended
Cost of services and products sold — September 30, 2024
$454.7 $1,413.2 
Change in costs due to changes in revenue volume and mix (a)
9.8 (27.7)
Changes in costs from divestitures(9.0)(47.4)
Impact of foreign currency translation2.8 (2.6)
Changes from cost adjustments as a result of certain estimated forward loss provisions in Rail (b)
(4.5)5.4 
Other0.5 0.3 
Cost of services and products sold — September 30, 2025
$454.3 $1,341.3 
(a)The three months ended September 30, 2025 primary includes higher costs and an unfavorable mix and the nine months ended September 30, 2025 primarily reflects lower volume, partially offset by higher costs and an unfavorable mix. The three and nine months ended September 30, 2025 also includes the net impact from new and lost contracts in HE.
(b) Includes Network Rail, Deutsche Bahn and SBB contracts.

Selling, General and Administrative Expenses
SG&A for the three and nine months ended September 30, 2025 increased by $4.1 million, or 4.6%, and $11.1 million, or 4.2%, from the three and nine months ended September 30, 2024, respectively, which were primarily driven by higher compensation costs of $4.0 million and $10.8 million, respectively, mainly in Corporate and CE, as well as in HE for the nine months ended September 30, 2025. The nine months ended September 30, 2025 also included increased professional fees of $4.8 million principally related to costs in Corporate to support and execute certain of the Company's long-term strategies, partially offset by a reduction to the Company's provision for expected credit losses of $2.8 million, when compared to the same period in the prior year, primarily resulting from the recovery of a trade accounts receivable balance due from a former HE customer that had been fully reserved.

The changes in the three and nine months ended September 30, 2025 from the periods in the prior year were also favorably impacted by $1.3 million and $5.1 million, respectively, as a result of the divestitures of Performix and Reed in 2024. These impacts are not included in the SG&A drivers discussed above.

Intangible Asset Impairment Charge
During the nine months ended September 30, 2024, the Company recorded a $2.8 million impairment charge related to the loss of an HE customer in Europe to fully impair the value of the related customer relationship intangible asset. No intangible asset impairment charge was recorded during the three and nine months ended September 30, 2025.

Property, Plant and Equipment Impairment Charge
An impairment charge related to plant, property and equipment ("PP&E") of $7.4 million was recorded during nine months ended September 30, 2025 related to the Company's decision to exit a downstream products business line inFrance in HE.

Remeasurement of Long-Lived Assets
During the nine months ended September 30, 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 from November 2021 through February 2024 and were reclassified into its respective caption for assets held for use on the Company's Condensed Consolidated Balance Sheets at March 31, 2024. 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 was not repeated in the nine months ended September 30, 2025.

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Gain on Sale of Businesses, Net
During the three and nine months ended September 30, 2024, the Company recognized pre-tax net gains of $8.6 million and $10.5 million from the divestitures of two HE businesses that included the sale of Performix that resulted in a pre-tax gain of $1.8 million in April 2024 and the sale of Reed that resulted in a pre-tax gain of $8.7 million in August 2024. This did not repeat in the three and nine months ended September 30, 2025.

Other (Income) Expenses, Net
The major components of this Condensed Consolidated Statements of Operations caption are as follows:
 Three Months EndedNine Months Ended
September 30September 30
(in millions)
2025202420252024
Employee termination benefit costs$5.9 $1.3 $9.6 $5.9 
Other costs (income) for exit activities (a)
4.4 0.5 8.0 1.4 
Asset impairments
— 0.8 0.6 2.5 
Net gains on sale of assets
(0.5)(2.5)(1.7)(6.1)
Other (income) expenses, net$9.8 $— $16.5 $3.8 
(a) Includes costs related to exploring strategic alternatives

Interest Income
Interest income was $0.6 million and $1.5 million for the three and nine months ended September 30, 2025, respectively, compared to $1.0 million and $6.1 million for the three and nine months ended September 30, 2024, respectively. In April 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 ("IKG") business. No such income was received during the three and nine months ended September 30, 2025.
Interest Expense
Interest expense during the three and nine months ended September 30, 2025 decreased by $0.5 million and $2.3 million, respectively, compared with the three and nine months ended September 30, 2024. This decrease is mainly driven by lower interest rates charged on borrowings under the Company's Senior Secured Credit Facilities during the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, partially offset by an increase in expense from the addition of finance leases after September 30, 2024.

Facility Fees and Debt-Related Income (Expense)
The Company recognized facility fee expense mostly related to the Company's AR Facility of $2.5 million and $7.7 million during the three and nine months ended September 30, 2025, respectively, compared to $3.0 million and $8.7 million recognized during the three and nine months ended September 30, 2024, respectively. See Note 4, Trade Accounts Receivables and Other Receivables and Note 9, Debt and Credit Agreements, in Part I, Item 1. Financial Statements.
Defined Benefit Pension Income (Expense)
Defined benefit pension expense was $5.3 million and $15.7 million for the three and nine months ended September 30, 2025, respectively. Defined benefit pension expense was $4.3 million and $12.6 million for the three and nine months ended September 30, 2024, respectively. This expense increase is primarily related to a lower expected rate of return on plan assets in the current year, compared to 2024.
Income Tax Expense
Income tax expense from continuing operations for the three and nine months ended September 30, 2025 was $1.1 million and $12.6 million, respectively, compared to $13.4 million and $31.4 million for the three and nine months ended September 30, 2024. Income tax expense during the three months and nine months ended September 30, 2025 decreased, compared to income tax expense for the three and nine months ended September 30, 2024, primarily due to lower operating income in the U.S., an increase in deductible interest expense in the U.S. as a result of the enactment of "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. res. 14" ("the Act") on July 4th, 2025, and $5.7 million of tax expense related to the net gain on the Reed sale in 2024. In addition, the decrease in the nine months ended September 30, 2025 was partially offset by a $5.7 million out-of-period adjustment recorded in the first quarter of 2025, as described in Note 1, Basis of Presentation in Part I, Item 1. Financial Statements.

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Income (Loss) from Continuing Operations
Loss from continuing operations was $20.2 million and $77.1 million for the three and nine months ended September 30, 2025, respectively, compared to $11.1 million and $37.1 million for the three and nine months ended September 30, 2024, respectively. The primary drivers for these changes are noted above.

Total Other Comprehensive Income (Loss)
Total other comprehensive income was $1.6 million and $20.4 million for the three and nine months ended September 30, 2025, respectively, compared to total other comprehensive income (loss) of $8.2 million and $(5.7) million for the three and nine months ended September 30, 2024, respectively. The primary driver of this change was the fluctuation of the U.S. dollar against certain currencies during the three and nine months ended September 30, 2025, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations. Total other comprehensive income (loss) was also impacted by the change in valuation of the Company's interest rate swaps during the three and nine months ended September 30, 2025, when compared to the valuation during the three and nine months ended September 30, 2024, due to changing interest rates.

Liquidity and Capital Resources
Amounts included in this Part I. Item 2. Liquidity and Capital Resources are rounded in millions and all percentages are calculated 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 currently expects operational and business needs, in addition to the repayment of its current debt maturities, to be met by cash provided by operations, supplemented with borrowings, principally under the Senior Secured Credit Facilities. 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 the operational performance of its businesses, historical patterns of seasonal cash flow and the funding of various projects. The Company regularly assesses capital needs in the context of operational trends and strategic initiatives.

The Company’s cash flows from operating, investing and financing activities, as reflected on the Condensed Consolidated Statements of Cash Flows, are summarized in the following table:
 Nine Months Ended
September 30
(In millions)20252024
Net cash provided (used) by:  
Operating activities$63.0 $41.8 
Investing activities(91.0)(22.2)
Financing activities66.5 (22.4)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash2.4 (8.6)
Net change in cash and cash equivalents, including restricted cash$40.9 $(11.5)
Net cash (used) provided by operating activities — Net cash provided by operating activities for the nine months ended September 30, 2025 was $63.0 million, an increase in cash flows of $21.2 million from the nine months ended September 30, 2024, due to a net favorable change in working capital related to decreases to contract assets mainly related to the timing of Rail's contracts, lower contributions to retirement plan liabilities, the timing of accounts payable and a decrease in payments of accrued compensation during the nine months ended September 30, 2025. These cash inflows from working capital were partially offset by lower cash net income during the nine months ended September 30, 2025.

Net cash (used ) provided by investing activities — Net cash used by investing activities during the nine months ended September 30, 2025 was $91.0 million, an increase in net cash used of $68.8 million from net cash used during the nine months ended September 30, 2024. This net increase in cash used is primarily from the non-recurring receipt of proceeds during the nine months ended September 30, 2024 from the settlement of the Company's note receivable from IKG in April 2024 of $17.0 million and the sales of Performix in April 2024 and Reed in August 2024 totaling $57.7 million, as well as higher proceeds from the sale of assets of $6.7 million, primarily by HE and Corporate, when compared to 2025. These cash decreases were partially offset by a $9.7 million reduction of purchases for capital expenditures during the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024, primarily by HE.

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Net cash (used) provided by financing activities — Net cash provided by financing activities during the nine months ended September 30, 2025 increased by $88.9 million from the nine months ended September 30, 2024, mostly attributable to an increase in net borrowings of $70.1 million during the nine months ended September 30, 2025, which were mostly used to support the Company's operating and investing activities explained above. The nine months ended September 30, 2024 also included payments of $16.0 million in dividends made to strategic venture partners for HE, which did not reoccur during the nine months ended September 30, 2025.

Effects of exchange rate changes on cash and cash equivalents, including restricted cash — The favorable change of $11.0 million resulted from exchange rate fluctuations during the nine months ended September 30, 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 held in these currencies, which did not repeat during the nine months ended September 30, 2025.

Sources and Uses of Cash
The Company’s principal sources of liquidity are cash provided by operations on an annual basis 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)
September 30
2025		December 31
2024
By type:
Term Loan
$478.8 $482.5 
Revolving Credit Facility
489.0 407.0 
5.75% Senior Notes475.0 475.0 
Total
$1,442.8 $1,364.5 
By classification:
Current$5.0 $5.0 
Long-term1,437.8 1,359.5 
Total$1,442.8 $1,364.5 

 September 30, 2025
(In millions)Facility LimitOutstanding
Balance		Outstanding Letters of CreditAvailable
Credit
Revolving credit facility (a)
675.0 $489.0 $24.5 $161.5 
(a) Includes $50.0 million and $625.0 million of revolving credit commitments scheduled to mature on March 10, 2026 and September 5, 2029, respectively. Refer to Note 9, Debt and Credit Agreements in Part I. Financial Statements for more information related to the Company's Senior Secured Credit Facilities.

Debt Covenants
Under the terms of the February 2025 amendment to the Company's Senior Secured Credit Facilities, the maximum net debt to consolidated adjusted EBITDA ratio covenant is 5.00x for the quarter ended September 30, 2025 and, under the terms of the November 2025 amendment, changes 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 Consolidation Adjusted EBITDA ratio covenant will be set at 3.00x. The Company's required coverage of consolidated interest charges is set to a minimum of 2.50x for each quarter ended after December 31, 2024.

At September 30, 2025, the Company was in compliance with these covenants, as the total net debt to Consolidated Adjusted EBITDA ratio was 4.82x, compared to the permitted maximum ratio of 5.00x, and total interest coverage ratio was 2.80x, compared to the permitted minimum ratio of 2.50x. Based on balances and covenants in effect at September 30, 2025, the Company could increase net debt by $53.8 million and remain in compliance with these debt covenants. Alternatively, Consolidated Adjusted EBITDA could decrease by $10.8 million or interest expense could increase by $12.8 million and the Company would remain in compliance with these covenants at September 30, 2025. The Company believes it will maintain compliance with these 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 continued 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 successfully 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.
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AR Facility
The Company maintains a revolving trade receivables securitization facility to accelerate cash flows from trade accounts receivable, which is scheduled to mature in October 2027, based on the amended terms of the AR Facility in October 2024. Under the AR Facility, the Company and its designated subsidiaries continuously sell their trade receivables as they are originated to the wholly-owned bankruptcy-remote 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 nine months ended September 30, 2025, the Company received $10.0 million in proceeds from the AR Facility. No proceeds were received from the AR Facility during the nine months ended September 30, 2024.

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 September 30, 2025, the Company's consolidated cash and cash equivalents included $114.7 million held by non-U.S. subsidiaries and approximately 9.3% of the Company's consolidated cash and cash equivalents had regulatory restrictions that would preclude the transfer of funds with and among subsidiaries. Non-U.S. subsidiaries also held $38.0 million of cash and cash equivalents 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 nine months ended September 30, 2025, in connection with the Company's amended contract with Deutsche Bahn, the Company's advance payment guarantee was updated. The terms of the updated agreement with the issuing bank required $14.5 million of cash collateral to be held until the guarantee is released. The Company funded this balance in May 2025 and it is classified as Restricted Cash on the Company's Condensed Consolidated Balance Sheets.

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 I, Item 1, Financial Statements.


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Market risks have not changed significantly from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.


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ITEM 4.        CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of September 30, 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 and 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 and Exchange Act of 1934, as amended (1) is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission'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.


PART II — OTHER INFORMATION 
ITEM 1.        LEGAL PROCEEDINGS
Information on legal proceedings is included in Note 12, Commitments and Contingencies, in Part I, Item 1, Financial Statements.

ITEM 1A.     RISK FACTORS
The Company's risk factors as of September 30, 2025 have not changed materially from those described in Part 1, Item 1A, "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, except for the risk factor below:

Although we announced our intention to conduct a process to evaluate and explore strategic alternatives, including, but not limited to, a tax-efficient sale or separation of the Clean Earth business, we may be unable to complete a transaction on favorable terms or at all and our pursuit of a sale, separation or any other strategic alternatives could adversely affect our businesses, results of operations and financial condition.

On August 5, 2025, we announced that we are conducting a process to evaluate and explore strategic alternatives aimed at unlocking shareholder value, including, but not limited to, a tax-efficient sale or separation of the Clean Earth business. Our announcement of the evaluation and exploration of strategic alternatives involves various risks and uncertainties, including the risk that we may be unable to enter into an agreement for a transaction and any agreement that we may enter into may not be on favorable terms and/or may not be completed due to regulatory or other factors. Moreover, our announcement and pursuit of strategic alternatives could cause disruptions in, and create uncertainty surrounding, our business, including affecting our business relationships with existing and future customers, suppliers and employees, which could have an adverse effect on our results of operations and financial condition, potentially making it more difficult to successfully complete a transaction on favorable terms. If we are unable to complete any strategic alternatives, or we complete a transaction on unfavorable terms, we may suffer negative publicity, our businesses may suffer, our results of operations, financial condition or cash flows may be adversely affected and the market value of our shares may fall. Further, if we are successful in completing a transaction on favorable terms, the remaining company may not be able to conduct its business or achieve the full strategic benefit that is expected to result from such transaction, which may adversely affect the remaining company’s results of operations, financial condition or cash flows. The evaluation and exploration of strategic alternatives may require commitments of significant time and resources on the part of management. As a result, the evaluation and exploration of strategic alternatives may divert management’s attention from overseeing and exploring opportunities that may be beneficial to our businesses and operations and, as such, adversely affect our businesses and operations and harm our results of operations, financial condition or cash flows and the market value of our shares.

ITEM 2.        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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ITEM 5.        OTHER INFORMATION 
During the three months ended September 30, 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.
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ITEM 6.        EXHIBITS

The following exhibits are included as part of this report by reference:

Exhibit
Number		 Description
10.1
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.*
31.1 
Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chairman, President and Chief Executive Officer).*
31.2
Certification Pursuant to Rule 13a-14(a) or 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 (Chairman, President and Chief Executive Officer and Chief Financial Officer).**
101.DefDefinition Linkbase Document
101.PrePresentation Linkbase Document
101.LabLabels Linkbase Document
101.CalCalculation Linkbase Document
101.SchSchema 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)

* Filed herewith
** Furnished herewith
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
   ENVIRI CORPORATION
   (Registrant)
    
DATENovember 10, 2025 /s/ TOM VADAKETH
   Tom Vadaketh
   Senior Vice President and Chief Financial Officer
   (On behalf of the registrant and as Principal Financial Officer)
DATENovember 10, 2025 /s/ SAMUEL C. FENICE
   Samuel C. Fenice
   Vice President and Corporate Controller
   (Principal Accounting Officer)
46

Source: View Original Filing on SEC EDGAR

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Enviri Corp

NYSE:NVRI

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NVRI Latest News

Nov 10, 2025
Enviri Corporation Reports Third Quarter 2025 Results
Oct 23, 2025
Clean Earth Opens New Service Center in Syracuse, New York
Oct 21, 2025
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Oct 15, 2025
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Oct 14, 2025
Enviri Corporation Announces Timing of Third Quarter 2025 Results and Conference Call

NVRI Latest SEC Filings

Nov 10, 2025
[8-K] ENVIRI Corp Reports Material Event
Aug 14, 2025
[SCHEDULE 13G] Enviri Corporation SEC Filing
Aug 12, 2025
[SCHEDULE 13G] Enviri Corporation SEC Filing
Aug 5, 2025
[10-Q] Enviri Corporation Quarterly Earnings Report
Aug 5, 2025
[8-K] Enviri Corporation Reports Material Event

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Waste Management
Services-services, Nec
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United States
PHILADELPHIA