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Enviri (NYSE: NVRI) reports 2025 loss, weaker EBITDA and New Enviri 2026 guide

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Enviri Corporation reported mixed fourth quarter and full-year 2025 results, with ongoing losses but stable EBITDA and stronger cash generation. Q4 2025 revenue was $556 million, essentially flat year over year, while the GAAP loss from continuing operations widened slightly to $86 million. Q4 Adjusted EBITDA held at $70 million and the adjusted diluted loss per share from continuing operations was $0.17 versus $0.04 a year earlier.

For 2025, revenue declined to $2.24 billion from $2.34 billion and the GAAP loss from continuing operations increased to $160 million. Full-year Adjusted EBITDA fell to $275 million from $318 million, reflecting weakness in Harsco Rail. Harsco Environmental and Clean Earth delivered higher Q4 revenues and margins, while Harsco Rail revenues dropped 28% and swung to a $4 million Adjusted EBITDA loss in Q4.

Operating cash flow improved to $101 million in 2025 from $78 million, and adjusted free cash flow improved but remained negative at $15 million. Management reaffirmed plans to close the $3 billion sale of Clean Earth and spin off Harsco Environmental and Harsco Rail as “New Enviri” in mid‑2026. Proforma 2026 Adjusted EBITDA for New Enviri is guided to about $140 million, modestly below 2025, with Harsco Environmental expected to grow and Rail to remain pressured. The company also disclosed an approximately $18 million increase to a U.K. pension obligation from historic measurement errors, noting the plan remains fully funded and no additional funding is required.

Positive

  • Improving cash generation: Net cash provided by operating activities rose to $101 million in 2025 from $78 million, while adjusted free cash flow improved to a $15 million outflow from $34 million despite higher capital spending.
  • Resilient core segments: Harsco Environmental grew Q4 2025 revenue 7% to $257 million with Adjusted EBITDA margin improving to 18.7%, and Clean Earth increased Q4 revenue to $244 million with margin expanding to 15.6%.
  • Large strategic transaction progress: The company reiterates it is on track to close the $3 billion sale of Clean Earth in mid‑2026 and spin off Harsco Environmental and Harsco Rail as New Enviri, targeting Proforma 2026 Adjusted EBITDA around $140 million.

Negative

  • Worsening profitability: Full‑year 2025 GAAP loss from continuing operations increased to $160 million from $120 million, and Adjusted EBITDA declined to $275 million from $318 million, indicating weaker underlying earnings.
  • Significant weakness in Harsco Rail: Q4 2025 Rail revenue fell 28% to $56 million, with Adjusted EBITDA deteriorating to a $4 million loss and margin of -8.1%, and 2026 segment guidance calls for Adjusted EBITDA between $(26) and $(19) million.
  • Softer 2026 outlook for New Enviri: Proforma Adjusted EBITDA for New Enviri in 2026 is guided to roughly $140 million, modestly below 2025 levels, and management expects overall free cash flow to remain muted due to cash burdens from existing engineered‑to‑order rail contracts.
  • Pension obligation increase: A historic measurement error related to a U.K. pension plan increased the pension obligation by about $18 million at the end of 2025, highlighting legacy balance‑sheet complexity even though the plan remains fully funded.

Insights

Enviri shows segment divergence, weaker earnings and cautious 2026 guidance.

Enviri delivered flat Q4 Adjusted EBITDA of $70 million on roughly unchanged revenue, but full‑year Adjusted EBITDA declined to $275 million from $318 million. The drag came mainly from Harsco Rail, where 2025 revenue fell and profitability turned negative.

Harsco Environmental and Clean Earth both posted higher Q4 revenues and margin expansion, showing resilience in the core environmental services franchises. However, Rail’s Q4 revenue dropped 28% and Adjusted EBITDA moved to a $4 million loss, reflecting lower equipment and aftermarket volumes and a less favorable mix.

Looking to 2026, management guides New Enviri (Environmental + Rail) to roughly $140 million of Proforma Adjusted EBITDA at the range midpoint, modestly below 2025. Guidance assumes growth in Environmental but deeper Rail weakness, alongside muted free cash flow given cash burdens from existing engineered‑to‑order contracts. Completion of the $3 billion Clean Earth sale and spin‑off remains a key milestone.

0000045876false00000458762026-02-242026-02-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 24, 2026
 
Enviri Corporation
(Exact name of registrant as specified in its charter)
 
Delaware001-0397023-1483991
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
Two Logan Square
100-120 North 18th Street, 17th Floor
,
Philadelphia, Pennsylvania
19103
(Address of principal executive offices)(Zip Code)
 
Registrant’s telephone number, including area code (267) 857-8715
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                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.



Item 2.02     Results of Operations and Financial Condition.
On February 24, 2026, Enviri Corporation (the “Company”) issued a press release announcing its earnings for the fourth quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information is being furnished in this report and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of the Current Report on Form 8-K:
Exhibit 99.1
Earnings press release dated February 24, 2026.
Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 hereunto duly authorized.
Enviri Corporation
Date:
February 24, 2026
/s/ TOM VADAKETH
Tom Vadaketh
Senior Vice President and Chief Financial Officer






                    Exhibit 99.1
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Investor ContactMedia Contact
David MartinKaren Tognarelli
+1.267.946.1407+1.717.480.6145
dmartin@enviri.comktognarelli@enviri.com

FOR IMMEDIATE RELEASE


Enviri Corporation Reports Fourth Quarter and Full Year 2025 Results


Fourth quarter revenues totaled $556 million

Fourth quarter GAAP consolidated loss from continuing operations of $86 million, including expenses related to the pending sale of Clean Earth and spin-off of Harsco Environmental and Harsco Rail as well as certain contract adjustments in Harsco Rail

Adjusted EBITDA in Q4 totaled $70 million

Full year 2025 revenue totaled $2.2 billion; GAAP consolidated loss from continuing operations was $160 million; and Adjusted EBITDA totaled $275 million

2026 outlook: Adjusted EBITDA for Harsco Environmental and Harsco Rail ("New Enviri") expected to be modestly below 2025 at guidance mid-point, as improvement in Harsco Environmental to be offset by Harsco Rail


PHILADELPHIA (Feb. 24, 2026) - Enviri Corporation (NYSE: NVRI) (the "Company") today reported fourth quarter and full year 2025 results. Revenues in the fourth quarter of 2025 totaled $556 million, and on a U.S. GAAP ("GAAP") basis, the consolidated loss from continuing operations was $86 million. Adjusted EBITDA was $70 million in the fourth quarter of 2025.




On a GAAP basis, the fourth quarter of 2025 diluted loss per share from continuing operations was $1.07, including expenses related to the sale of Clean Earth and spin-off of Harsco Environmental and Harsco Rail as well as contract adjustments in Harsco Rail and other unusual items. The adjusted diluted loss per share from continuing operations in the fourth quarter of 2025 was $0.17. These figures compare with a fourth quarter of 2024 GAAP diluted loss per share from continuing operations of $1.03, which included an asset impairment for an underperforming site and anticipated costs to address an environmental matter in Harsco Environmental as well as contract adjustments and a goodwill impairment in Harsco Rail, and an adjusted diluted loss per share from continuing operations of $0.04.

“2025 was a transformative year for Enviri, culminating in solid financial performance in the fourth quarter, ” said Enviri Chairman and CEO Nick Grasberger. “Clean Earth finished another record year, with strong execution across the organization as it delivered on its growth and operational goals. Harsco Environmental realized its highest quarterly earnings of the year in Q4 while continuing to navigate challenges within the global steel industry. In Rail, we’re continuing to take actions to address supply-chain and manufacturing pressures and right-size the organization, while remaining focused on efforts to further manage the segment's ETO exposure.”

“We remain on track to close our $3 billion sale of Clean Earth in mid-2026, which will unlock significant sum-of-the-parts value in the Company when completed. Harsco Environmental and Harsco Rail, together known as New Enviri, are expected to be well-capitalized with an improving cash flow outlook and significant earnings potential following the close of the transaction. While both businesses continue to navigate near-term market pressures, their attractive fundamentals combined with our internal actions to reduce complexity and drive operational excellence are expected to further boost margins for New Enviri and enhance value for shareholders in the coming years.”


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Enviri Corporation—Selected Fourth Quarter Results
($ in millions, except per share amounts)Q4 2025Q4 2024
Revenues$556 $559 
Operating income/(loss) from continuing operations - GAAP$(33)$(62)
Income (loss) from continuing operations$(86)$(82)
Diluted EPS from continuing operations - GAAP$(1.07)$(1.03)
Adjusted EBITDA - non-GAAP$70 $70 
Adjusted EBITDA margin - non-GAAP12.6 %12.6 %
Adjusted diluted EPS from continuing operations - non-GAAP $(0.17)$(0.04)
Note: Adjusted diluted earnings (loss) per share from continuing operations, Adjusted EBITDA and Adjusted EBITDA margin presented throughout this release are adjusted for unusual items; in addition, adjusted diluted earnings per share from continuing operations is adjusted for acquisition-related amortization expense. See below for definition of these non-GAAP measures and reconciliations to the most directly comparable GAAP financial measures.

Consolidated Fourth Quarter Operating Results
Consolidated revenues from continuing operations were $556 million, or similar to the prior-year quarter. Clean Earth and Harsco Environmental realized an increase in revenues compared with the fourth quarter of 2024, while revenues for Harsco Rail were lower year-on-year, as anticipated. Foreign currency ("FX") translation positively impacted fourth quarter 2025 revenues by approximately $13 million, compared with the same quarter in 2024.

The Company's GAAP consolidated loss from continuing operations was $86 million for the fourth quarter of 2025, compared with a GAAP consolidated loss of $82 million in the same quarter of 2024. Meanwhile, Adjusted EBITDA totaled $70 million in the fourth quarter of 2025 versus $70 million in the fourth quarter of the prior year. Higher Adjusted EBITDA in Clean Earth and Harsco Environmental was offset by lower contributions from Harsco Rail and higher Corporate costs. The year-over-year change in Corporate costs is largely attributable to stock-based compensation and expenses, much of which was not considered within prior Q4 guidance.

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Enviri Corporation—Selected 2025 Results
($ in millions, except per share amounts)20252024
Revenues$2,240 $2,343 
Operating income (loss) from continuing operations - GAAP$$31 
Income (loss) from continuing operations$(160)$(120)
Diluted EPS from continuing operations - GAAP$(2.03)$(1.57)
Adjusted EBITDA - excluding unusual items$275 $318 
Adjusted EBITDA margin - excluding unusual items12.3 %13.6 %
Adjusted diluted EPS from continuing operations - excluding unusual items$(0.60)$(0.09)
Note: Adjusted diluted earnings (loss) per share from continuing operations, Adjusted EBITDA and Adjusted EBITDA margin presented throughout this release are adjusted for unusual items; in addition, adjusted diluted earnings per share from continuing operations is adjusted for acquisition-related amortization expense. See below for definition of these non-GAAP measures and reconciliations to the most directly comparable GAAP financial measures.

Consolidated Full Year 2025 Operating Results
Consolidated revenues were $2.24 billion in 2025, compared to $2.34 billion in 2024. Clean Earth revenues increased for the year while revenues in Harsco Environmental and Harsco Rail were lower year-over-year. The 2025 change in revenues includes the impact of business divestitures during 2024 in Harsco Environmental, which negatively impacted 2025 revenues by approximately $60 million when compared with the prior year.

The Company's GAAP consolidated loss from continuing operations was $160 million in 2025, while the GAAP consolidated loss in 2024 was $120 million. Meanwhile, Adjusted EBITDA totaled $275 million in 2025, compared with $318 million in 2024. In 2025, higher adjusted earnings from Clean Earth were offset by lower contributions from Harsco Environmental and Harsco Rail as well as higher Corporate costs. The increase in Corporate costs for the year is again attributable to stock-based compensation and expenses.

On a GAAP basis, the diluted loss per share in 2025 was $2.03, compared with a diluted loss per share in 2024 of $1.57. These figures include various unusual items in each year. The adjusted diluted loss per share was $0.60 in 2025, compared with an adjusted diluted loss per share of $0.09 in 2024.


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Fourth Quarter Business Review

Harsco Environmental
($ in millions)Q4 2025Q4 2024
Revenues$257 $240 
Operating income (loss) - GAAP$15 $(41)
Adjusted EBITDA - non-GAAP$48 $41 
Adjusted EBITDA margin - non-GAAP18.7 %17.1 %

Harsco Environmental revenues totaled $257 million in the fourth quarter of 2025, an increase of 7.0% percent compared with the prior-year quarter. This revenue increase is primarily attributable to higher services demand including from new contracts and FX translation impacts, partially offset by lower eco-products revenues. The segment's GAAP operating income was $15 million and Adjusted EBITDA totaled $48 million in the fourth quarter of 2025. These figures compare with a GAAP operating loss of $41 million and Adjusted EBITDA of $41 million in the prior-year period. The year-on-year change in adjusted earnings reflects the above-mentioned factors as well as improvement initiatives and the recovery of certain sales tax expenses in Brazil. As a result, Harsco Environmental's Adjusted EBITDA margin was 18.7% in the fourth quarter of 2025 versus 17.1% in the comparable quarter of 2024.

Clean Earth
($ in millions)Q4 2025Q4 2024
Revenues$244 $241 
Operating income (loss) - GAAP$19 $21 
Adjusted EBITDA - non-GAAP$38 $36 
Adjusted EBITDA margin - non-GAAP15.6 %15.1 %

Clean Earth revenues totaled $244 million in the fourth quarter of 2025, a 1% increase over the prior-year quarter primarily as a result of higher services pricing and higher volumes within its hazardous materials business. The segment's GAAP operating income was $19 million and Adjusted EBITDA was $38 million in the fourth quarter of 2025. These figures compare with GAAP operating income of $21 million and Adjusted EBITDA of $36 million in the prior-year period. The year-on-year improvement in adjusted earnings is attributable to the above-mentioned factors, partially offset by lower soil-dredge business contributions and higher incentive compensation. As a result, Clean Earth's Adjusted EBITDA margin was 15.6% in the fourth quarter of 2025 versus 15.1% in the comparable quarter of 2024.

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Harsco Rail
($ in millions)Q4 2025Q4 2024
Revenues$56 $77 
Operating income (loss) - GAAP$(36)$(32)
Adjusted EBITDA - non-GAAP$(4)$
Adjusted EBITDA margin - non-GAAP(8.1)%2.4 %

Harsco Rail revenues totaled $56 million in the fourth quarter of 2025, a 28% decrease over the prior-year quarter. This change is primarily attributable to lower equipment and aftermarket parts volumes. The segment's GAAP operating loss was $36 million and Adjusted EBITDA loss was $4 million in the fourth quarter of 2025. These figures compare with a GAAP operating loss of $32 million and Adjusted EBITDA of $2 million in the prior-year period. The year-on-year change in adjusted earnings is attributable to the above-mentioned factors as well as a less favorable business mix.

Cash Flow
Net cash provided by operating activities was $38 million in the fourth quarter of 2025, compared with $36 million in the prior-year period. Adjusted free cash flow was $6 million in the fourth quarter of 2025, compared with $8 million in the prior-year period. The change in adjusted free cash flow compared with the prior-year quarter is attributable to higher capital spending, which was partially offset by favorable changes in working capital.

For the full-year 2025, net cash provided by operating activities totaled $101 million, compared with net cash provided by operating activities of $78 million in 2024. Adjusted free cash flow was $(15) million in 2024, compared with $(34) million in the prior year. The change in full-year adjusted free cash flow can be mainly attributed to lower pension contributions and working capital movements (including proceeds from the Company's accounts receivable facility), partially offset by higher capital spending.

Financial Statement Revision
The Company recently identified historic errors related to the measurement of certain aspects of the pension obligation associated with its U.K. pension plan. The errors were identified during a review of the pension plan in preparation for the potential buy-out of its liabilities by an insurance company. The relevant pension plan had been frozen decades ago and the measurement errors occurred prior to that time. The Company has estimated the cumulative net impact to the pension obligation to be approximately $18 million at the end of 2025. The plan remains fully funded and this additional obligation does not require funding requirements in the future. Additional information on the revision and the related financial impacts can be found in the Company’s 2025 Form 10-K.
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2026 Outlook
Given the pending sale of Clean Earth, the Company is providing guidance for only Harsco Environmental and Harsco Rail (the two businesses to exist within New Enviri following their spin-off into a new standalone publicly traded company in connection with the Clean Earth sale). Key business drivers for each segment are below, and in total, Proforma Adjusted EBITDA for New Enviri is anticipated to be approximately $140 million (at guidance range mid-point), or modestly below 2025 due to weaker demand in Rail. Cash generation for these businesses is projected to improve in 2026, although overall free cash flow will remain muted given the cash burden of Rail's existing ETO (engineered to order) contracts in the short term. Actions to reduce SG&A and operational expenses as well as manage the Company's ETO risk and exposure in Harsco Rail are ongoing.

Harsco Environmental Adjusted EBITDA of $170 million to $180 million, which is modestly above prior-year results at the range mid-point. Higher services and products demand, new sites and improvement initiatives are expected to be offset by site exits and the fact that certain 2025 items are not anticipated to repeat in 2026 (such as the recovery of certain sales tax expenses in Brazil).

Harsco Rail Adjusted EBITDA of $(26) million to $(19) million, which is below 2025 results as a result of lower standard equipment and contracted services demand and related manufacturing inefficiencies, partially offset by cost-out activities and benefits.

Beginning with the first quarter of 2026, the Company will revise its calculation of reported Adjusted EBITDA for external reporting to add stock-based compensation costs, a non-cash item, to other items that are added back to GAAP net income for purposes of calculating Adjusted EBITDA. This change better aligns the Company's definition of Adjusted EBITDA with its credit agreement and facilitates comparison with many peers. Guidance provided above for Harsco Environmental and Harsco Rail is on a like-for-like basis and does not consider the impact of this change.


Conference Call
The Company will hold a conference call today at 9:00 a.m. Eastern Time to discuss its results and respond to questions from the investment community. Those who wish to listen to the conference call webcast should visit investors.enviri.com, or by dialing (844) 539-1331 or (412) 652-1264 for international callers. Please ask to join the Enviri Corporation call. Listeners are advised to dial in approximately ten minutes prior to the call. If you are unable to listen to the live call, the webcast will be archived on the Company’s website.

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Forward-Looking Statements
The nature of the Company's business, together with the number of countries in which it operates, subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the "safe harbor" provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements regarding the expected timing, completion and effects of the transactions contemplated by the Merger Agreement and the Separation Agreement, including the sale of Clean Earth and the spin-off of New Enviri; 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, including those under "2026 Outlook". Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "outlook," "plan," "contemplate," "project," "target" or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) the Company's ability to complete the transactions contemplated by the Merger Agreement and the Separation Agreement on the terms expected, in a timely matter or at all; (2) the possibility that the Merger and the Separation of Clean Earth may not ultimately achieve the expected benefits; (3) the Company's ability to successfully enter into new contracts and complete new acquisitions, divestitures, or strategic ventures in the time-frame contemplated or at all; (4) the Company’s inability to comply with applicable environmental laws and regulations; (5) the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements; (6) various economic, business, and regulatory risks associated with the waste management industry; (7) the seasonal nature of the Company's business; (8) risks caused by customer concentration, the fixed price and long-term customer contracts, especially those related to complex engineered equipment, and the competitive nature of the industries in which the Company operates; (9) the outcome of any disputes with customers, contractors and subcontractors; (10) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability; (11) higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage; (12) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (13) the Company's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners; (14) the
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Company’s ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company’s services, disruptions associated with labor disputes, and increased operating costs associated with union organizations; (15) the Company's inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates; (16) failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure; (17) changes in the worldwide business environment in which the Company operates, including changes in general economic and industry conditions and cyclical slowdowns impacting the steel and aluminum industries; (18) fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business; (19) unforeseen business disruptions in one or more of the many countries in which the Company operates due to changes in economic conditions, changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; political instability, civil disobedience, armed hostilities, public health issues or other calamities; (20) liability for and implementation of environmental remediation matters; (21) product liability and warranty claims associated with the Company’s operations; (22) the Company’s ability to comply with financial covenants and obligations to financial counterparties; (23) the Company’s outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates; (24) tax liabilities and changes in tax laws; (25) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company's pension plans and the accounting for pension assets, liabilities and expenses; (26) risk and uncertainty associated with intangible assets; and the other risk factors listed from time to time in the Company's SEC reports. A further discussion of these, along with other potential risk factors, can be found in Part I, Item 1A, “Risk Factors” of the Company’s most recently filed Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, which are filed with the Securities and Exchange Commission. 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.

Non-GAAP Measures
Measurements of financial performance not calculated in accordance with GAAP should be considered as supplements to, and not substitutes for, performance measurements calculated or derived in accordance with GAAP. Any such measures are not necessarily comparable to other similarly-titled measurements employed by other companies. The most comparable GAAP measures are included within the definitions below and reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are included at the end of this press release.

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Adjusted diluted earnings (loss) per share from continuing operations: Adjusted diluted earnings (loss) per share from continuing operations is a non-GAAP financial measure and consists of diluted earnings (loss) per share from continuing operations adjusted for unusual items and acquisition-related intangible asset amortization expense. It is important to note that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. The Company’s management believes Adjusted diluted earnings (loss) per share from continuing operations is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. Exclusion of acquisition-related intangible asset amortization expense, the amount of which can vary by the timing, size and nature of the Company’s acquisitions, facilitates more consistent internal comparisons of operating results over time between the Company’s newly acquired and long-held businesses, and comparisons with both acquisitive and non-acquisitive peer companies.

Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure and consists of income (loss) from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest expense; defined benefit pension income (expense); facility fees and debt-related income (expense); and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs). The sum of the Segments’ Adjusted EBITDA and Corporate Adjusted EBITDA equals consolidated Adjusted EBITDA. The Company‘s management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance.

Adjusted free cash flow: Adjusted free cash flow is a non-GAAP financial measure and consists of net cash provided (used) by operating activities less capital expenditures and expenditures for intangible assets; and plus capital expenditures for strategic ventures, total proceeds from sales of assets and certain transaction-related / debt-refinancing expenditures. The Company's management believes that Adjusted free cash flow is important to management and useful to investors as a supplemental measure as it indicates the cash flow available for working capital needs, repay debt obligations, invest in future growth through new business development activities, conduct strategic acquisitions or other uses of cash. It is important to note that Adjusted free cash flow does not represent the total residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements and settlements of foreign currency
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forward exchange contracts, are not deducted from this measure. This presentation provides a basis for comparison of ongoing operations and prospects.
# # #

About Enviri
Enviri is transforming the world to green, as a trusted global leader in providing a broad range of environmental services and related innovative solutions. The company serves a diverse customer base by offering critical recycle and reuse solutions for their waste streams, enabling customers to address their most complex environmental challenges and to achieve their sustainability goals. Enviri is based in Philadelphia, Pennsylvania and operates in more than 150 locations in over 30 countries. Additional information can be found at www.enviri.com.

Additional Information and Where to Find It
In connection with the proposed sale of Clean Earth and the contemplated spin-off of New Enviri, the Company and New Enviri will be filing documents with the SEC, including preliminary and definitive proxy statements of the Company relating to the proposed transaction and a registration statement relating to the shares of New Enviri. The definitive proxy statement will be mailed to the Company's shareholders in connection with the proposed acquisition. This communication is not a substitute for the proxy statement, the registration statement or any other document that may be filed by the Company or New Enviri with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Any vote in respect of resolutions to be proposed at the Company's shareholder meeting to approve the proposed transaction should be made only on the basis of the information contained in the Company's proxy statement and documents incorporated by reference therein. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC's website at www.sec.gov or on the Company's website at www.enviri.com.









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Participants in Solicitation
The Company, its directors, and certain of its respective executive officers may be deemed to be participants in the solicitation of proxies from shareholders of the Company in connection with the proposed transaction under the rules of the SEC. Information about the interests of the directors and executive officers of the Company and other persons who may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement to be filed with the SEC by the Company related to the proposed transaction. Information about the directors and executive officers of the Company and their ownership of shares of Company common stock and other securities of the Company can be found in the sections entitled “Non-Employee Director Compensation”, “Share Ownership of Directors, Management and Certain Beneficial Owners”, “Compensation Discussion & Analysis”, “Discussion and Analysis of 2024 Compensation”, “Termination or Change of Control Arrangements”, “Equity Compensation Plan Information as of December 31, 2024” included in the Company’s proxy statement in connection with its 2025 Annual Meeting of Stockholders, filed with the SEC on March 12, 2025; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by the Company’s directors and executive officers; and in other documents subsequently filed by the Company with the SEC. Investors and security holders may obtain free copies of these documents and other related documents filed with the SEC at the SEC's website at www.sec.gov or on the Company's website at www.enviri.com.

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ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months EndedTwelve Months Ended
December 31December 31
(In thousands, except per share amounts)2025202420252024
Revenues from continuing operations:
Service revenues$501,565  $477,841 $1,988,144 $1,977,781 
Product revenues54,817  81,084 252,214 365,356 
Total revenues556,382  558,925 2,240,358 2,343,137 
Costs and expenses from continuing operations:   
Cost of services sold390,148  400,931 1,547,681 1,563,391 
Cost of products sold80,831  88,410 265,574 340,719 
Selling, general and administrative expenses104,100  92,625 382,005 359,388 
Research and development expenses710  1,269 3,050 3,961 
Property, plant and equipment impairment charge411 23,444 7,797 23,444 
Goodwill and other intangible asset impairment charge 13,026  15,866 
Remeasurement of long-lived assets —  10,695 
Gain on sale of businesses, net —  (10,478)
Other expense (income), net13,483  1,677 30,002 5,437 
Total costs and expenses589,683  621,382 2,236,109 2,312,423 
Operating income (loss) from continuing operations(33,301)(62,457)4,249 30,714 
Interest income715  682 2,191 6,795 
Interest expense(28,435)(27,348)(110,962)(112,217)
Facility fees and debt-related income (expense)(2,923)(2,578)(10,662)(11,265)
Defined benefit pension income (expense)(5,389)(4,349)(21,635)(17,607)
Income (loss) from continuing operations before income taxes and equity in income
(69,333)(96,050)(136,819)(103,580)
Income tax benefit (expense) from continuing operations(16,570)13,828 (22,986)(16,834)
Equity in income (loss) of unconsolidated entities, net
44  74 155 (10)
Income (loss) from continuing operations(85,859)(82,148)(159,650)(120,424)
Discontinued operations:
Income (loss) from discontinued businesses(1,429)(1,010)(5,494)(5,297)
Income tax benefit (expense) from discontinued businesses374  270 1,435 1,382 
Income (loss) from discontinued operations, net of tax(1,055)(740)(4,059)(3,915)
Net income (loss)(86,914)(82,888)(163,709)(124,339)
Less: Net loss (income) attributable to noncontrolling interests(678) (814)(3,892)(5,312)
Net income (loss) attributable to Enviri Corporation$(87,592)$(83,702)$(167,601)$(129,651)
Amounts attributable to Enviri Corporation common stockholders:
Income (loss) from continuing operations, net of tax$(86,537)$(82,962)$(163,542)$(125,736)
Income (loss) from discontinued operations, net of tax(1,055)(740)(4,059)(3,915)
Net income (loss) attributable to Enviri Corporation common stockholders$(87,592)$(83,702)$(167,601)$(129,651)
Weighted-average shares of common stock outstanding81,216  80,216 80,712 80,118 
Basic earnings (loss) per common share attributable to Enviri Corporation common stockholders:
Continuing operations$(1.07)$(1.03)$(2.03)$(1.57)
Discontinued operations$(0.01)$(0.01)(0.05)(0.05)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders (a)
$(1.08)$(1.04)$(2.08)$(1.62)
Diluted weighted-average shares of common stock outstanding81,216 80,216 80,712 80,118 
Diluted earnings (loss) per common share attributable to Enviri Corporation common stockholders:
Continuing operations$(1.07)$(1.03)$(2.03)$(1.57)
Discontinued operations$(0.01)$(0.01)(0.05)(0.05)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders (a)
$(1.08)$(1.04)$(2.08)$(1.62)
(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.
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ENVIRI CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)


(In thousands)
December 31
2025
December 31
2024
ASSETS
Current assets:
Cash and cash equivalents$103,671 $88,359 
Restricted cash21,677 1,799 
Trade accounts receivable, net267,439 262,067 
Other receivables46,930 40,439 
Inventories180,548 183,059 
Current portion of contract assets26,968 59,881 
Prepaid expenses
61,996 62,435 
Other current assets11,452 14,880 
Total current assets720,681 712,919 
Property, plant and equipment, net699,664 664,292 
Right-of-use assets, net
132,323 88,912 
Goodwill758,680 739,758 
Intangible assets, net273,088 298,438 
Retirement plan assets55,743 57,622 
Deferred income tax assets11,419 17,453 
Other assets57,073 55,117 
Total assets$2,708,671 $2,634,511 
LIABILITIES
Current liabilities:
Short-term borrowings$11,490 $8,144 
Current maturities of long-term debt25,874 21,004 
Accounts payable239,650 214,689 
Accrued compensation67,331 63,686 
Income taxes payable4,083 6,093 
Reserve for forward losses on contracts61,037 54,320 
Current portion of advances on contracts7,982 13,265 
Current portion of operating lease liabilities
30,077 26,001 
Derivative liabilities20,839 1,284 
Other current liabilities165,661 158,194 
Total current liabilities634,024 566,680 
Long-term debt1,530,309 1,410,718 
Retirement plan liabilities26,208 27,019 
Operating lease liabilities
104,654 64,805 
Environmental liabilities38,256 46,585 
Deferred tax liabilities21,689 32,529 
Other liabilities57,944 56,509 
Total liabilities2,413,084 2,204,845 
ENVIRI CORPORATION STOCKHOLDERS’ EQUITY
Common stock149,519 146,844 
Additional paid-in capital273,436 255,102 
Accumulated other comprehensive loss(514,481)(537,385)
Retained earnings1,211,234 1,378,835 
Treasury stock(864,646)(851,881)
Total Enviri Corporation stockholders’ equity255,062 391,515 
Noncontrolling interests40,525 38,151 
Total equity295,587 429,666 
Total liabilities and equity$2,708,671 $2,634,511 

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ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended December 31
Twelve Months Ended December 31
(In thousands)2025202420252024
Cash flows from operating activities:
Net income (loss)$(86,914)$(82,888)$(163,709)$(124,339)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation39,681 36,804 153,382 148,329 
Amortization7,854 7,382 30,575 31,471 
Deferred income tax (benefit) expense10,374 (17,995)(3,892)(13,153)
Equity in (income) loss of unconsolidated entities, net(44)(74)(155)10 
Dividends from unconsolidated entities153 117 230 321 
Right-of-use assets8,022 7,859 31,350 31,546 
Property, plant and equipment impairment charge411 23,444 7,797 23,444 
Intangible asset impairment charge 13,026  15,866 
Remeasurement of long-lived assets —  10,695 
Gain on sale of businesses, net —  (10,478)
Stock-based compensation5,502 3,610 21,009 16,650 
Other, net(2,912)28 (9,016)(13,924)
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable12,876 42,416 10,195 45,372 
Inventories15,731 9,529 8,129 (7,642)
Contract assets26,183 3,511 31,551 (11,412)
Accounts payable(6,408)(22,459)7,158 (15,038)
Accrued interest payable6,834 4,679 (297)(413)
Accrued compensation5,832 935 312 (12,477)
Advances on contracts and other customer advances747 (2,764)(16,714)(13,210)
Operating lease liabilities(7,894)(7,604)(31,121)(30,945)
Retirement plan liabilities, net4,066 1,060 18,704 (5,262)
Other assets and liabilities(1,695)15,676 5,919 12,652 
Net cash (used) provided by operating activities38,399 36,292 101,407 78,063 
Cash flows from investing activities:
Purchases of property, plant and equipment(48,863)(34,497)(141,279)(136,591)
Proceeds from sale of businesses, net (34) 57,633 
Proceeds from sales of assets3,957 4,578 9,772 17,057 
Expenditures for intangible assets(67)(128)(181)(1,309)
Proceeds from note receivable —  17,023 
Net proceeds (payments) from settlement of foreign currency forward exchange contracts(13,870)18,247 (18,189)12,114 
Net cash (used) provided by investing activities(58,843)(11,834)(149,877)(34,073)
Cash flows from financing activities:
Short-term borrowings, net(267)(3,216)3,189 (6,198)
Borrowings and repayments under Revolving Credit Facility, net37,000 (30,000)119,000 (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(1,250)(1,250)(5,000)(5,000)
Cash paid for finance leases and other long-term debt(5,290)(3,337)(19,476)(13,609)
Proceeds from other long-term debt
 — 566 — 
Purchase of noncontrolling interests (1,197) (1,197)
Contributions from noncontrolling interests —  874 
Dividends paid to noncontrolling interests(3,377)(1,131)(3,377)(17,095)
Stock-based compensation - Employee taxes paid(11,208)(339)(12,764)(1,885)
Deferred financing costs(1,818)(525)(1,818)(4,290)
Net cash (used) provided by financing activities13,790 (40,995)80,320 (63,400)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash983 (6,437)3,340 (15,046)
Net increase (decrease) in cash and cash equivalents, including restricted cash(5,671)(22,974)35,190 (34,456)
Cash and cash equivalents, including restricted cash, at beginning of period131,019 113,132 90,158 124,614 
Cash and cash equivalents, including restricted cash, at end of period$125,348 $90,158 $125,348 $90,158 
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ENVIRI CORPORATION
REVIEW OF OPERATIONS BY SEGMENT
(Unaudited)

Three Months Ended
December 31, 2025December 31, 2024
(In thousands)RevenuesOperating
Income (Loss)
RevenuesOperating Income (Loss)
Harsco Environmental$257,165 $14,619 $240,316 $(41,042)
Clean Earth243,666 18,982 241,136 21,065 
Harsco Rail55,551 (35,556)77,473 (31,760)
Corporate (31,346)— (10,720)
Consolidated Totals$556,382 $(33,301)$558,925 $(62,457)
Twelve Months Ended
December 31, 2025December 31, 2024
(In thousands)RevenuesOperating
Income (Loss)
RevenuesOperating Income (Loss)
Harsco Environmental$1,019,411 $42,177 $1,111,512 $32,013 
Clean Earth 973,853 91,662 940,337 92,648 
Harsco Rail247,094 (57,377)291,288 (59,555)
Corporate (72,213)— (34,392)
Consolidated Totals$2,240,358 $4,249 $2,343,137 $30,714 



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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED INCOME (LOSS) FROM CONTINUING OPERATIONS TO INCOME (LOSS) FROM CONTINUING OPERATIONS, NET OF TAX, AS REPORTED
(Unaudited)
Three Months EndedTwelve Months Ended
December 31December 31
(in thousands, except per share amounts)2025202420252024
Income (loss) from continuing operations, net of tax, as reported$(86,537)$(82,962)$(163,542)$(125,736)
Adjustments:
Change in provision for forward losses and other contract-related costs on certain contracts (a)(b)
25,434 12,814 32,463 32,733 
Change in inventory provision (b)
4,162 4,716 4,162 4,716 
Charge for environmental matter (b)
5,000 27,200 5,000 27,200 
Strategic costs (c)(h)
15,064 1,484 25,322 4,137 
Goodwill and other intangible asset impairment charge (d)
 13,026  15,866 
Plant, property and equipment impairment charge (e)(h)
 25,365  25,365 
Remeasurement of long-lived assets (f)
 —  10,695 
Gain on sale of businesses, net (g)
 —  (10,478)
Employee termination benefit and related costs (h)
 — 9,330 — 
Net gain on sale of assets (h)
 —  (3,281)
Net gain on lease incentive (h)
 —  (451)
Contract termination charge (c)
 5,049 (3,352)5,049 
Site exit costs (e)(h)
411 — 10,692 — 
Accelerated stock-based compensation expense (c)
6,922 — 6,922 — 
Gain on note receivable (i)
 —  (2,686)
Income tax impact from adjustments above (j)
10,712 (14,952)4,339 (10,851)
Adjusted income (loss) from continuing operations, including acquisition amortization expense(18,832)(8,260)(68,664)(27,722)
Acquisition amortization expense, net of tax (k)
5,148 4,845 20,234 20,822 
Adjusted income (loss) from continuing operations, net of tax$(13,684)$(3,415)$(48,430)$(6,900)
Diluted weighted average shares of common stock outstanding81,21680,21680,71280,118
Diluted earnings (loss) per share from continuing operations, as reported (l)
$(1.07)$(1.03)$(2.03)$(1.57)
Adjusted diluted earnings (loss) per share from continuing operations (l)
$(0.17)$(0.04)$(0.60)$(0.09)

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(a)
Classified in Total revenues and includes a $0.4 million decrease and an $11.8 million increase for the three and twelve months ended December 31, 2025, respectively, and a $7.9 million decrease for the twelve months ended December 31, 2024 related to adjustments for certain Harsco Rail contracts.
(b)
Classified in Cost of services and products sold and includes $25.0 million and $44.3 million for the three and twelve months ended December 31, 2025, respectively, and $12.8 million and $24.8 million for the three and twelve months ended December 31, 2024, respectively, related to adjustments for certain Harsco Rail contracts.
(c)Classified in Selling, general and administrative expenses.
(d)
Classified in Goodwill and other intangible asset impairment charge.
(e)
Classified in Property, plant and equipment impairment charge.
(f)
Classified in Remeasurement of long-lived assets.
(g)
Classified in Gain on sale of businesses, net.
(h)
Classified in Other expense (income), net.
(i)
Classified in Interest income within non-operating activities.
(j)Unusual items are tax-effected at the global effective tax rate before discrete items in effect during the year the unusual item is recorded.
(k)
Pre-tax acquisition amortization expense was $6.8 million and $26.6 million for the three and twelve months ended December 31, 2025, respectively, and $6.4 million and $27.3 million for the three and twelve months ended December 31, 2024.
(l)Amounts above are rounded and recalculation may not yield precise results.

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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS), AS REPORTED, BY SEGMENT (Unaudited)

(In thousands)Harsco
Environmental
 Clean
Earth
Harsco
Rail
CorporateConsolidated Totals
Three Months Ended December 31, 2025:
Operating income (loss), as reported$14,619 $18,982 $(35,556)$(31,346)$(33,301)
Change in provision for forward losses and other contract-related costs on certain contracts  25,434  25,434 
Strategic costs   15,064 15,064 
Charge for environmental matter5,000    5,000 
Accelerated stock-based compensation 2,473  4,449 6,922 
Change in inventory provision  4,162  4,162 
Site exit costs411    411 
Operating income (loss), excluding unusual items 20,030 21,455 (5,960)(11,833)23,692 
Depreciation27,566 10,674 1,230 211 39,681 
Amortization564 5,949 241  6,754 
Adjusted EBITDA$48,160 $38,078 $(4,489)$(11,622)$70,127 
Revenues, as reported$257,165 $243,666 $55,551 $556,382 
Adjusted EBITDA margin (%) 18.7 %15.6 %(8.1)%12.6 %
Three Months Ended December 31, 2024:
Operating income (loss), as reported$(41,042)$21,065 $(31,760)$(10,720)$(62,457)
Strategic costs— — — 1,484 1,484 
Charge for environmental matter27,200 — — — 27,200 
Property, plant and equipment impairment charge23,444 — 1,921 — 25,365 
Contract termination charge5,049 — — — 5,049 
Change in provision for forward losses and other contract-related costs on certain contracts— — 12,814 — 12,814 
Goodwill and other intangible asset impairment charge— — 13,026 — 13,026 
Change in inventory provision— — 4,716 — 4,716 
Operating income (loss), excluding unusual items14,651 21,065 717 (9,236)27,197 
Depreciation25,963 9,493 1,054 294 36,804 
Amortization543 5,829 67 — 6,439 
Adjusted EBITDA$41,157 $36,387 $1,838 $(8,942)$70,440 
Revenues, as reported$240,316 $241,136 $77,473 $558,925 
Adjusted EBITDA margin (%) 17.1 %15.1 %2.4 %12.6 %





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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS), AS REPORTED, BY SEGMENT
(Unaudited)

(In thousands)Harsco EnvironmentalClean
Earth
Harsco
Rail
CorporateConsolidated Totals
Twelve Months Ended December 31, 2025:
Operating income (loss), as reported$42,177 $91,662 $(57,377)$(72,213)$4,249 
Change in provision for forward losses and other contract-related costs on certain contracts  32,463  32,463 
Strategic costs   25,322 25,322 
Employee termination and related costs6,852 562 1,916  9,330 
Contract termination charge(3,352)   (3,352)
Site exit costs10,692    10,692 
Charge for environmental matter5,000    5,000 
Accelerated stock-based compensation 2,473  4,449 6,922 
Change in inventory provision  4,162  4,162 
Operating income (loss), excluding unusual items61,369 94,697 (18,836)(42,442)94,788 
Depreciation108,168 39,778 4,464 972 153,382 
Amortization2,242 23,644 713  26,599 
Adjusted EBITDA$171,779 $158,119 $(13,659)$(41,470)$274,769 
Revenues, as reported$1,019,411 $973,853 $247,094 $2,240,358 
Adjusted EBITDA margin (%)16.9 %16.2 %(5.5)%12.3 %
Twelve Months Ended December 31, 2024:
Operating income (loss), as reported$32,013 $92,648 $(59,555)$(34,392)$30,714 
Remeasurement of long-lived assets— — 10,695 — 10,695 
Change in provision for forward losses and other contract-related costs on certain contracts— — 32,733 — 32,733 
Strategic costs— — — 4,137 4,137 
Property, plant and equipment impairment charge23,444 — 1,921 — 25,365 
Contract termination charge5,049 — — — 5,049 
Charge for environmental matter27,200 — — — 27,200 
Net gain on sale of assets— — — (3,281)(3,281)
Goodwill and other intangible asset impairment charge2,840 — 13,026 — 15,866 
Adjustment to net gain on lease incentive(451)— — — (451)
Gain on sale of businesses, net(10,029)— — (449)(10,478)
Change in inventory provision— — 4,716 — 4,716 
Operating income (loss), excluding unusual items80,066 92,648 3,536 (33,985)142,265 
Depreciation109,756 33,840 3,478 1,255 148,329 
Amortization3,068 23,976 224 — 27,268 
Adjusted EBITDA$192,890 $150,464 $7,238 $(32,730)$317,862 
Revenues, as reported$1,111,512 $940,337 $291,288 $2,343,137 
Adjusted EBITDA margin (%) 17.4 %16.0 %2.5 %13.6 %
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NEW ENVIRI
RECONCILIATION OF PROFORMA PROJECTED ADJUSTED EBITDA BY SEGMENT USING MID-RANGE POINTS FOR EACH TO PROFORMA PROJECTED OPERATING INCOME (LOSS) BY SEGMENT (a)
(Unaudited)

(Amounts in millions)Harsco EnvironmentalHarsco
Rail
CorporateConsolidated Totals
Projected Twelve Months Ending December 31, 2026
Proforma operating income (loss)52 (29)(17)6 
Depreciation121 6 1 128 
Amortization2 1  2 
Stock-based compensation  4 4 
Proforma adjusted EBITDA$175 $(23)$(12)$141 
Proforma revenues$1,010 $224 $1,234 
Adjusted EBITDA margin (%)17.3 %(10.0)%11.4 %

(a)Proforma projections include current expectations for Harsco Environmental and Harsco Rail in 2026 and estimated full year Corporate costs, adjusted for stock-based compensation, assuming the sale of Clean Earth occurred at the beginning of the year.
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ENVIRI CORPORATION
RECONCILIATION OF CONSOLIDATED ADJUSTED EBITDA TO CONSOLIDATED INCOME (LOSS) FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)

Three Months Ended December 31
(In thousands)20252024
Consolidated income (loss) from continuing operations$(85,859)$(82,148)
Add back (deduct):
Equity in (income) loss of unconsolidated entities, net(44)(74)
Income tax expense (benefit) from continuing operations16,570 (13,828)
Defined benefit pension expense (income)5,389 4,349 
Facility fees and debt-related expense (income)2,923 2,578 
Interest expense28,435 27,348 
Interest income(715)(682)
Depreciation39,681 36,804 
Amortization6,754 6,439 
Unusual items:
Change in provision for forward losses and other contract-related costs on certain contracts25,434 12,814 
Strategic costs15,064 1,484 
Charge for environmental matter5,000 27,200 
Goodwill and other intangible asset impairment charge 13,026 
Contract termination charge 5,049 
Site exit costs411 — 
Change in inventory provision4,162 4,716 
Plant, property and equipment impairment charge 25,365 
Accelerated stock-based compensation6,922 — 
Consolidated Adjusted EBITDA$70,127 $70,440 


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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA TO CONSOLIDATED INCOME (LOSS) FROM CONTINUING OPERATIONS AS REPORTED
(Unaudited)

Twelve Months Ended
December 31
(In thousands)20252024
Consolidated income (loss) from continuing operations$(159,650)$(120,424)
Add back (deduct):
Equity in (income) loss of unconsolidated entities, net(155)10 
Income tax expense (benefit) from continuing operations22,986 16,834 
Defined benefit pension expense21,635 17,607 
Facility fee and debt-related expense10,662 11,265 
Interest expense110,962 112,217 
Interest income(2,191)(6,795)
Depreciation153,382 148,329 
Amortization26,599 27,268 
Unusual items:
Change in provision for forward losses and other contract-related costs32,463 32,733 
Remeasurement of long-lived assets 10,695 
Strategic costs25,322 4,137 
Net gain on sale of assets (3,281)
Adjustment to net gain on lease incentive (451)
Property, plant and equipment impairment charge 25,365 
Change in inventory provision4,162 4,716 
Charge for environmental matter5,000 27,200 
Goodwill and other intangible asset impairment charge 15,866 
Gain on sale of businesses, net (10,478)
Employee termination and related costs9,330 — 
Contract termination charge(3,352)5,049 
Site exit costs10,692 — 
Accelerated stock-based compensation6,922 — 
Adjusted EBITDA$274,769 $317,862 



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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED FREE CASH FLOW TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
(Unaudited)
Three Months EndedTwelve Months Ended
December 31December 31
(In thousands)2025202420252024
Net cash provided (used) by operating activities$38,399 $36,292 $101,407 $78,063 
Less capital expenditures(48,863)(34,497)(141,279)(136,591)
Less expenditures for intangible assets(67)(128)(181)(1,309)
Plus capital expenditures for strategic ventures (a)134 918 1,463 3,095 
Plus total proceeds from sales of assets (b)3,957 4,578 9,772 17,057 
Plus transaction-related expenditures and incremental payments for long-term incentive plan (c)12,855 364 13,596 5,842 
Adjusted free cash flow$6,415 $7,527 $(15,222)$(33,843)
(a)Capital expenditures for strategic ventures represent the partner’s share of capital expenditures in certain ventures consolidated in the Company’s consolidated financial statements.
(b)
Asset sales are a normal part of the business model, primarily for the Harsco Environmental segment. The twelve months ended December 31, 2024 also included asset sales by Corporate.
(c)Includes expenditures directly related to the Company's divestiture transactions and other strategic costs incurred at Corporate, in addition to incremental payments made to certain employees as part of the Company's long-term incentive plan.




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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED FREE CASH FLOW TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES, BY SEGMENT
(Unaudited)
(In thousands)Harsco
Environmental
Clean
Earth
Harsco
Rail
CorporateConsolidated
Totals
Twelve Months Ended December 31, 2025:
Net cash provided (used) by operating activities$124,729 $159,167 $(47,203)$(135,286)$101,407 
Less capital expenditures(84,494)(49,459)(7,117)(209)(141,279)
Less expenditures for intangible assets (181)  (181)
Plus capital expenditures for strategic ventures (a)1,463    1,463 
Plus total proceeds from sales of assets (b)8,547 849 374 2 9,772 
Plus transaction-related expenditures and incremental payments for long-term incentive plan (c) 1,524  12,072 13,596 
Adjusted free cash flow$50,245 $111,900 $(53,946)$(123,421)$(15,222)
(a)Capital expenditures for strategic ventures represent the partner’s share of capital expenditures in certain ventures consolidated in the Company’s consolidated financial statements.
(b)
Asset sales are a normal part of the business model, primarily for the Harsco Environmental segment. The twelve months ended December 31, 2024 also included asset sales by Corporate.
(c)
Expenditures directly related to the Company's divestiture transactions and other strategic costs incurred at Corporate. The twelve months ended December 31, 2025 includes payments made to certain employees as part of the Company's long-term incentive plan.




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FAQ

How did Enviri (NVRI) perform financially in the fourth quarter of 2025?

Enviri posted Q4 2025 revenue of $556 million, roughly flat year over year, with a GAAP loss from continuing operations of $86 million. Adjusted EBITDA was $70 million, matching the prior year, while adjusted diluted loss per share from continuing operations was $0.17.

What were Enviri (NVRI)’s full-year 2025 revenue and earnings?

For 2025, Enviri generated $2.24 billion in revenue, down from $2.34 billion in 2024. The GAAP loss from continuing operations widened to $160 million, while Adjusted EBITDA declined to $275 million from $318 million, reflecting weaker performance in Harsco Rail.

How did Enviri’s main segments perform in Q4 2025?

In Q4 2025, Harsco Environmental revenue rose to $257 million with an 18.7% Adjusted EBITDA margin. Clean Earth revenue increased to $244 million and margin to 15.6%. Harsco Rail revenue dropped to $56 million, and Adjusted EBITDA slipped to a $4 million loss.

What is Enviri (NVRI)’s 2026 outlook for New Enviri’s earnings?

For 2026, Enviri expects New Enviri (Harsco Environmental and Harsco Rail) Proforma Adjusted EBITDA of about $140 million at the guidance midpoint. Harsco Environmental is projected at $170–$180 million, while Harsco Rail is forecast between $(26) million and $(19) million.

How is Enviri progressing on the Clean Earth sale and New Enviri spin-off?

Enviri states it remains on track to close the $3 billion sale of Clean Earth in mid‑2026. In connection with this transaction, Harsco Environmental and Harsco Rail will be spun off as New Enviri, a standalone publicly traded company focused on environmental and rail operations.

What did Enviri disclose about its pension obligations in 2025?

Enviri identified historic measurement errors in a U.K. pension plan, increasing the pension obligation by about $18 million at the end of 2025. The company reports the plan remains fully funded and the additional obligation does not create new funding requirements going forward.

How did Enviri’s cash flow metrics change in 2025?

Net cash provided by operating activities improved to $101 million in 2025 from $78 million in 2024. Adjusted free cash flow also improved, though it remained negative at $15 million, helped by lower pension contributions and working capital movements despite higher capital expenditures.

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1.45B
74.93M
Waste Management
Services-services, Nec
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United States
PHILADELPHIA