Form 8-K

8-K — Enviri Corp

Accession: 0002104052-26-000126

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0002104052

SIC: 4953 (REFUSE SYSTEMS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nvri-20260811.htm (Primary)

EX-99.1 (pressreleasefinancialstate.htm)

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8-K

8-K (Primary)

Filename: nvri-20260811.htm · Sequence: 1

nvri-20260811

0002104052false00021040522026-08-112026-08-11

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) August 11, 2026

Enviri Corporation

(Exact name of registrant as specified in its charter)

Delaware 001-43207 41-2897233

(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 class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.00001 per share NVRI New 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 August 11, 2026, Enviri Corporation (the “Company”) issued a press release announcing its earnings for the second quarter ended June 30, 2026. 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 August 11, 2026.

Exhibit 104 Cover 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:

August 11, 2026

/s/ PETER F. MINAN

Peter F. Minan

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: pressreleasefinancialstate.htm · Sequence: 2

Document

Exhibit 99.1

Investor Contact Media Contact

David Martin Karen Tognarelli

+1.267.946.1407 +1.717.480.6145

dmartin@enviri.com ktognarelli@enviri.com

FOR IMMEDIATE RELEASE

Enviri Corporation Reports Second Quarter 2026 Results

•Strong performance at Harsco Environmental and Rail, with each exceeding expectations in the quarter

•Strategic decision made to exit two European Harsco Rail ETO contracts, eliminating future execution risk, uncertainty, and cash outflows related to performance of these contracts; contract exits anticipated to conclude company's exposure to its legacy ETO contract risks (see separate news release)

•Second quarter revenues from Continuing Operations totaled $187 million as reported and $324 million excluding the effects of ETO contract exit adjustments, an increase of 2 percent over the prior year; historical Clean Earth results now reported as Discontinued Operations

•Second quarter GAAP consolidated loss from continuing operations of $297 million, including charges for exiting the Harsco Rail ETO contracts as well as transaction-related unusual items resulting from the sale of Clean Earth and spin-off

•Adjusted EBITDA in Q2 totaled $34 million

•Second quarter GAAP diluted loss per share from continuing operations of $10.70 and adjusted diluted loss per share of $0.63

•Credit Agreement net leverage ratio now at 1.9x based on new capital structure

•2026 Adjusted EBITDA outlook reaffirmed for Harsco Environmental and Harsco Rail

PHILADELPHIA (Aug. 11, 2026) - Enviri Corporation (NYSE: NVRI) (the "Company") today reported second quarter 2026 results. On a GAAP basis, the second quarter of 2026 diluted loss per share from continuing operations was $10.70, including expenses related to the sale of Clean Earth and spin-off of Harsco Environmental and Harsco Rail, adjustments related to the termination of certain Harsco Rail contracts, and restructuring costs. Adjusted diluted loss per share from continuing operations in the second quarter of 2026 was $0.63. These figures compare with a second quarter 2025 GAAP diluted loss per share from continuing operations of $1.70, which included contract adjustments in Harsco Rail, an asset impairment and site exit costs in Harsco Environmental, and strategic expenses, and an adjusted diluted loss per share from continuing operations of $0.84.

The GAAP consolidated loss from continuing operations for the second quarter of 2026 was $297 million, while Adjusted EBITDA excluding unusual items totaled $34 million in the quarter.

"During the second quarter, our team executed well, with Harsco Environmental and Rail each delivering results above the high end of our guidance ranges while end-markets have remained subdued,” said Enviri President and CEO Russell Hochman.

"In addition, we took meaningful action to advance our strategic priorities that improve our financial profile and earnings potential while strengthening Enviri’s position as a leader in our markets. These actions include the strategic decision to exit two European Rail ETO contracts, removing a source of business uncertainty and financial volatility, including cash flows related to performance under these contracts. We also concluded the initial stage of our comprehensive business review, aimed at reducing our business complexity and driving operational excellence, and we have recently begun implementing broad restructuring actions across the Company. Lastly, we are reaffirming our 2026 outlook and will continue to prioritize initiatives that will drive sustainable value creation for shareholders."

Enviri Corporation—Selected Second Quarter Results

($ in millions, except per share amounts) Q2 2026 Q2 2025

Revenues - GAAP $ 187 $ 316

Adjusted revenues $ 324 $ 316

Operating income/(loss) from continuing operations - GAAP $ (244) $ (32)

Income (loss) from continuing operations - GAAP $ (297) $ (45)

Diluted EPS from continuing operations - GAAP $ (10.70) $ (1.70)

Adjusted EBITDA $ 34 $ 27

Adjusted EBITDA margin 10.4 % 8.7 %

Adjusted diluted EPS from continuing operations $ (0.63) $ (0.84)

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 definitions of these non-GAAP measures and reconciliations to the most directly comparable GAAP financial measures.

Consolidated Second Quarter Operating Results

Consolidated revenues from continuing operations were $187 million. Harsco Environmental realized an increase in revenues compared with the second quarter of 2025, while revenues for Harsco Rail were essentially unchanged year-on-year when excluding the contract exit impacts on revenues.

The Company's GAAP consolidated loss from continuing operations was $297 million for the second quarter of 2026, compared with a GAAP consolidated loss of $45 million in the same quarter of 2025. Meanwhile, Adjusted EBITDA totaled $34 million in the second quarter of 2026 versus $27 million in the second quarter of the prior year. The increase in adjusted earnings is attributable to Harsco Environmental. Note that these results now exclude Clean Earth (reported as Discontinued Operations) and reflect that central costs previously allocated to Clean Earth ($1.9 million per quarter) are now included in the Corporate segment.

Second Quarter Business Review

Harsco Environmental

($ in millions) Q2 2026 Q2 2025

Revenues $ 266 $ 258

Operating income (loss) - GAAP $ 13 $ 4

Adjusted EBITDA $ 46 $ 40

Adjusted EBITDA margin 17.2 % 15.5 %

Harsco Environmental revenues totaled $266 million in the second quarter of 2026, an increase of 3% compared with the prior-year quarter. This revenue increase is attributable to higher volumes (services and ecoproducts) and higher services pricing. The segment's GAAP operating income was $13 million, and Adjusted EBITDA totaled $46 million in the second quarter of 2026. These figures compare with GAAP operating income of $4 million and Adjusted EBITDA of $40 million in the prior-year period. The year-on-year change in adjusted earnings reflects the above-mentioned factors as well as internal improvement actions. As a result, Harsco Environmental's Adjusted EBITDA margin increased to 17.2% in the second quarter of 2026 versus 15.5% in the comparable quarter of 2025.

Harsco Rail

($ in millions) Q2 2026 Q2 2025

Revenues - GAAP $ (79) $ 58

Adjusted revenues $ 58 $ 58

Operating income (loss) - GAAP $ (221) $ (20)

Adjusted EBITDA $ (5) $ (3)

Adjusted EBITDA margin (8.0) % (5.7) %

Harsco Rail revenues in the second quarter of 2026 totaled $(79) million. Excluding the adjustments resulting from the contract exits, revenues were $58 million, or unchanged year-over-year, as higher aftermarket volumes were offset by lower equipment and contracted services revenues. The segment's GAAP operating loss was $221 million, and Adjusted EBITDA loss was $5 million in the second quarter of 2026. These figures compare with a GAAP operating loss of $20 million and an Adjusted EBITDA loss of $3 million in the prior-year period. The year-on-year change in adjusted earnings is attributable to the above factors as well as a change in business mix.

Cash Flow

Net cash used by operating activities was $297 million in the second quarter of 2026, compared with net cash provided by operating activities of $22 million in the prior-year period. Adjusted free cash flow was $(9) million in the second quarter of 2026, compared with $(39) million in the prior-year period (excluding Clean Earth and any transaction-related expenditures, which include the repayment of the Company's accounts receivable securitization facility). The change in adjusted free cash flow compared with the prior-year quarter is attributable to higher cash earnings (adjusted for unusual items), working capital improvements, and lower net capital expenditures in Harsco Environmental and Rail.

2026 Outlook

The Company is reaffirming its 2026 Adjusted EBITDA guidance for Harsco Environmental and Harsco Rail, with key business drivers as follows:

Harsco Environmental Adjusted EBITDA of $170 million to $180 million, which is modestly above prior-year results at the mid-point of the range. Higher services and products demand, along with new sites and improvement initiatives, are expected to be offset by site exits and certain 2025 items that 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 as a result of lower standard equipment and contracted services demand and related manufacturing inefficiencies, partially offset by cost-out activities and benefits.

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.

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 possibility that the Merger and Separation may not ultimately achieve the expected benefits; (2) the Company's ability to effectively implement its business strategy and improvement initiatives and realize the expected benefits therefrom; (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 and safety 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 industries in which the Company operates; (7) the seasonal nature of the Company's business; (8) risks caused by customer concentration, fixed-price and long-term customer contracts, especially those related to complex engineered equipment and the competitive nature of the industries in which the Company operates; (9) the outcome of any disputes with customers, contractors and subcontractors; (10) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability; (11) higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage; (12) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (13) the Company's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners; (14) the Company’s ability to attract and 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 (27) 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 under the heading, "Risk Factors," of the Company's Information Statement, dated May 8, 2026, and attached as Exhibit 99.1 to the Company's Current Report on Form 8-K furnished to the SEC on May 11, 2026. 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.

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); stock-based compensation 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 (which is adjusted for all stock-based compensation expense) 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. Adjusted free cash flow also excludes the impact of the Clean Earth business. 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 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 a global market leader providing environmental and operational solutions to the metal and rail industries. Based in Philadelphia, Pennsylvania, and operating in more than 30 countries, the company leverages over 170 years of industrial expertise to help customers improve operational performance, recover value from byproducts, enhance sustainability, and maintain critical infrastructure. Enviri's divisions, Harsco Environmental and Harsco Rail, combine deep operational capabilities with innovative technologies and global scale to deliver long-term value for customers, communities, and shareholders. Learn more at enviri.com.

ENVIRI CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended Six Months Ended

June 30 June 30

(In thousands, except per share amounts) 2026 2025 2026 2025

Revenues from continuing operations:

Service revenues $ 257,856 $ 258,959 $ 516,126 $ 500,568

Product revenues 65,985 57,013 131,763 128,457

Product revenues - Rail contract exit-related adjustments (136,499) — (136,499) —

Total revenues 187,342 315,972 511,390 629,025

Costs and expenses from continuing operations:

Cost of services sold 214,536 214,903 427,723 413,714

Cost of products sold 60,139 68,339 122,403 120,717

Cost of products sold - Rail contract exit-related adjustments 70,890 — 70,890 —

Selling, general and administrative expenses 49,062 53,773 101,430 105,844

Research and development expenses 654 775 1,072 1,309

Property, plant and equipment impairment charge — 7,386 — 7,386

Other expense (income), net 36,484 2,379 38,180 6,590

Total costs and expenses 431,765 347,555 761,698 655,560

Operating income (loss) from continuing operations (244,423) (31,583) (250,308) (26,535)

Interest income 580 414 1,038 868

Interest expense (8,239) (8,739) (16,766) (17,445)

Facility fees and debt-related income (expense) (318) (154) (538) (570)

Defined benefit pension income (expense) (3,918) (5,555) (7,854) (10,756)

Income (loss) from continuing operations before income taxes and equity in income

(256,318) (45,617) (274,428) (54,438)

Income tax benefit (expense) from continuing operations (40,548) 905 (45,694) 4,325

Equity in income (loss) of unconsolidated entities, net

50 44 73 72

Income (loss) from continuing operations (296,816) (44,668) (320,049) (50,041)

Discontinued operations:

Income (loss) from discontinued operations (91,927) 2,182 (108,172) 4,753

Income tax benefit (expense) from discontinued operations (5,767) (4,269) 24,173 (9,278)

Income (loss) from discontinued operations, net of tax (97,694) (2,087) (83,999) (4,525)

Net income (loss) (394,510) (46,755) (404,048) (54,566)

Less: Net loss (income) attributable to noncontrolling interests (1,485) (1,058) (2,612) (2,259)

Net income (loss) attributable to Enviri Corporation $ (395,995) $ (47,813) $ (406,660) $ (56,825)

Amounts attributable to Enviri Corporation common stockholders:

Income (loss) from continuing operations, net of tax $ (298,301) $ (45,726) $ (322,661) $ (52,300)

Income (loss) from discontinued operations, net of tax (97,694) (2,087) (83,999) (4,525)

Net income (loss) attributable to Enviri Corporation common stockholders $ (395,995) $ (47,813) $ (406,660) $ (56,825)

Weighted-average shares of common stock outstanding (a) 27,877 26,876 27,655 26,827

Basic earnings (loss) per common share attributable to Enviri Corporation common stockholders:

Continuing operations $ (10.70) $ (1.70) $ (11.67) $ (1.95)

Discontinued operations $ (3.50) $ (0.08) (3.04) (0.17)

Basic earnings (loss) per share attributable to Enviri Corporation common stockholders (b)

$ (14.21) $ (1.78) $ (14.70) $ (2.12)

Diluted weighted-average shares of common stock outstanding (a) 27,877 26,876 27,655 26,827

Diluted earnings (loss) per common share attributable to Enviri Corporation common stockholders:

Continuing operations $ (10.70) $ (1.70) $ (11.67) $ (1.95)

Discontinued operations $ (3.50) $ (0.08) (3.04) (0.17)

Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders (b)

$ (14.21) $ (1.78) $ (14.70) $ (2.12)

(a)

Weighted-average shares outstanding and earnings per share amounts for periods prior to the completion of the spin off have been retrospectively adjusted to reflect the impact of the Transactions on the Company's capital structure.

(b) 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.

ENVIRI CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands) June 30

2026 December 31

2025

ASSETS

Current assets:

Cash and cash equivalents $ 253,427 $ 103,487

Restricted cash 49,915 21,677

Trade accounts receivable, net 249,730 267,439

Other receivables 28,938 43,627

Inventories 134,094 171,718

Current portion of contract assets 28,277 26,968

Prepaid expenses

30,636 52,521

Current portion of assets held-for-sale — 24,173

Other current assets 15,852 9,256

Total current assets 790,869 720,866

Property, plant and equipment, net 405,394 424,099

Right-of-use assets, net

30,043 34,267

Goodwill 374,579 379,381

Intangible assets, net 14,723 16,095

Retirement plan assets 56,764 55,743

Deferred income tax assets 10,078 45,352

Assets held-for-sale

— 1,013,055

Other assets 40,336 53,931

Total assets $ 1,722,786 $ 2,742,789

LIABILITIES

Current liabilities:

Short-term borrowings $ 79 $ 11,490

Current maturities of long-term debt 8,469 14,373

Accounts payable 154,917 163,989

Accrued compensation 41,055 43,130

Income taxes payable 5,845 4,268

Reserve for contracts 189,525 61,037

Current portion of advances on contracts 8,763 7,982

Current portion of operating lease liabilities

10,551 11,654

Derivative liabilities 12,757 20,839

Current portion of liabilities held-for-sale — 174,265

Other current liabilities 119,237 121,182

Total current liabilities 551,198 634,209

Long-term debt 380,539 1,480,072

Retirement plan liabilities 23,732 26,208

Operating lease liabilities

20,626 23,373

Environmental liabilities 19,105 19,105

Deferred tax liabilities 5,976 5,766

Liabilities held-for-sale — 214,314

Other liabilities 38,923 44,155

Total liabilities 1,040,099 2,447,202

ENVIRI CORPORATION STOCKHOLDERS’ EQUITY

Common stock — 149,519

Additional paid-in capital 680 273,436

Accumulated other comprehensive loss (495,267) (514,481)

Retained earnings 1,133,668 1,211,234

Treasury stock — (864,646)

Total Enviri Corporation stockholders’ equity 639,081 255,062

Noncontrolling interests 43,606 40,525

Total equity 682,687 295,587

Total liabilities and equity $ 1,722,786 $ 2,742,789

ENVIRI CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended June 30

Six Months Ended June 30

(In thousands) 2026 2025 2026 2025

Cash flows from operating activities:

Net income (loss) $ (394,510) $ (46,755) $ (404,048) $ (54,566)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation 36,410 37,901 76,838 74,343

Amortization 5,809 7,561 13,653 14,964

Deferred income tax (benefit) expense 40,580 (5,176) 10,419 (7,999)

Equity in (income) loss of unconsolidated entities, net (50) (44) (73) (72)

Right-of-use assets 6,724 7,711 15,067 15,127

Property, plant and equipment impairment charge — 7,386 — 7,386

Stock-based compensation 9,144 5,716 11,473 9,760

Contract exit charges 74,969 — 74,969 —

Other, net 2,852 (2,512) 1,177 (3,149)

Changes in assets and liabilities, net of acquisitions and dispositions of businesses:

Accounts receivable (153,786) (763) (170,120) (13,887)

Inventories 9,239 695 16,626 (7,283)

Contract assets 2,046 5,957 (4,517) 12,413

Accounts payable (36,652) 1,578 (20,356) 10,716

Accrued interest payable (4,695) 7,470 (11,423) 539

Accrued compensation (24,765) 3,672 (16,717) (11,433)

Advances on contracts and other customer advances (154) (3,554) 534 (18,324)

Operating lease liabilities (6,307) (7,643) (14,630) (15,078)

Retirement plan liabilities, net 3,536 5,061 7,066 9,717

Reserve for contracts 132,923 2,570 129,519 (6,477)

Other assets and liabilities (251) (4,858) 9,141 11,876

Net cash (used) provided by operating activities (296,938) 21,973 (275,402) 28,573

Cash flows from investing activities:

Purchases of property, plant and equipment (34,660) (39,035) (68,387) (60,659)

Proceeds from CE Holdings Note 1,724,804 — 1,724,804 —

Deposit for commercial commitments (25,000) — (25,000) —

Proceeds from sales of assets 5,069 2,317 7,019 3,764

Expenditures for intangible assets (23) (44) (208) (51)

Net proceeds (payments) from settlement of foreign currency forward exchange contracts (442) (6,033) 852 (4,296)

Net cash (used) provided by investing activities 1,669,748 (42,795) 1,639,080 (61,242)

Cash flows from financing activities:

Short-term borrowings, net (7,847) 3,019 (7,738) 5,831

Borrowings and repayments under Revolving Credit Facility, net (557,000) 32,000 (526,000) 62,000

Repayments of Term Loan (105,556) (1,250) (106,806) (2,500)

Repayments of Senior Notes (475,000) — (475,000) —

Cash paid for finance leases and other long-term debt (5,059) (5,511) (10,607) (9,669)

Settlement of stock appreciation rights (16,529) — (16,529) —

Stock-based compensation - Employee taxes paid (21,857) (257) (38,109) (1,534)

Other financing activities, net (2,802) — (2,802) —

Net cash (used) provided by financing activities (1,191,650) 28,001 (1,183,591) 54,128

Effect of exchange rate changes on cash and cash equivalents, including restricted cash 706 1,927 (2,093) 1,918

Net increase (decrease) in cash and cash equivalents, including restricted cash 181,866 9,106 177,994 23,377

Cash and cash equivalents, including restricted cash and cash included in Current portion of assets held-for-sale, at beginning of period 121,476 104,429 125,348 90,158

Cash and cash equivalents, including restricted cash, at end of period $ 303,342 $ 113,535 $ 303,342 $ 113,535

ENVIRI CORPORATION

REVIEW OF OPERATIONS BY SEGMENT

(Unaudited)

Three Months Ended

June 30, 2026 June 30, 2025

(In thousands) Revenues Operating

Income (Loss) Revenues Operating Income (Loss)

Harsco Environmental $ 266,160 $ 12,976 $ 258,009 $ 4,251

Harsco Rail (78,818) (220,846) 57,963 (20,325)

Corporate — (36,553) — (15,509)

Consolidated Totals $ 187,342 $ (244,423) $ 315,972 $ (31,583)

Six Months Ended

June 30, 2026 June 30, 2025

(In thousands) Revenues Operating

Income (Loss) Revenues Operating Income (Loss)

Harsco Environmental $ 522,877 $ 23,005 $ 501,115 $ 14,324

Harsco Rail (11,487) (224,043) 127,910 (13,187)

Corporate — (49,270) — (27,672)

Consolidated Totals $ 511,390 $ (250,308) $ 629,025 $ (26,535)

ENVIRI CORPORATION

RECONCILIATION OF ADJUSTED INCOME (LOSS) FROM CONTINUING OPERATIONS TO INCOME (LOSS) FROM CONTINUING OPERATIONS, NET OF TAX, AS REPORTED

(Unaudited)

Three Months Ended Six Months Ended

June 30 June 30

(in thousands, except per share amounts) 2026 2025 2026 2025

Income (loss) from continuing operations, net of tax, as reported $ (298,301) $ (45,726) $ (322,661) $ (52,300)

Adjustments:

Change in provision for forward losses and other contract-related costs on certain contracts (a)

— 15,854 — 5,402

Loss on contract exits (a)

207,390 — 207,390 —

Strategic costs (b)(c)

29,327 1,325 30,773 2,850

Restructuring and related costs (d)

9,911 — 10,559 3,333

Contract termination charge (b)

— (2,249) — (2,249)

Site exit costs (c)

— 10,281 — 10,281

Income tax impact from adjustments above (e)

33,256 (2,649) 33,256 (3,295)

Adjusted income (loss) from continuing operations, including acquisition amortization expense (18,417) (23,164) (40,683) (35,978)

Acquisition amortization expense, net of tax (f)

804 630 1,652 1,189

Adjusted income (loss) from continuing operations, net of tax $ (17,613) $ (22,534) $ (39,031) $ (34,789)

Diluted weighted average shares of common stock outstanding 27,877 26,876 27,655 26,827

Diluted earnings (loss) per share from continuing operations, as reported (g)

$ (10.70) $ (1.70) $ (11.67) $ (1.95)

Adjusted diluted earnings (loss) per share from continuing operations (g)

$ (0.63) $ (0.84) $ (1.41) $ (1.30)

(a)

Classified in Total revenues, which included a $136.5 million decrease for the three and six months ended June 30, 2026 and a $12.2 million increase for the six months ended June 30, 2025 related to adjustments for certain Harsco Rail contracts, as well as in Cost of products sold, which included a $70.9 million increase in expense for the three and six months ended June 30, 2026 and a $15.9 million and $17.6 million increase in expense for the three and six months ended June 30, 2025, respectively, related to adjustments for certain Harsco Rail contracts.

(b)

Classified in Selling, general and administrative expenses for costs incurred during the three and six months ended June 30, 2025.

(c)

Classified in Other expense (income), net for costs incurred during the three and six months ended June 30, 2026.

(d)

Classified in Other expense (income), net for costs incurred during the three and six months ended June 30, 2026 and 2025.

(e) Unusual items are tax-effected at the global effective tax rate before discrete items in effect during the year the unusual item is recorded.

(f)

Pre-tax acquisition amortization expense was $0.8 million and $1.7 million for the three and six months ended June 30, 2026, respectively, and $0.7 million and $1.3 million for the three and six months ended June 30, 2025, respectively.

(g) Amounts above are rounded and recalculation may not yield precise results.

ENVIRI CORPORATION

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

(In thousands) Harsco

Environmental Harsco

Rail Corporate Consolidated Totals

Three Months Ended June 30, 2026:

Operating income (loss), as reported $ 12,976 $ (220,846) $ (36,553) $ (244,423)

Strategic costs 2,265 — 27,062 29,327

Restructuring and related costs 2,485 7,426 — 9,911

Contract exits — 207,390 — 207,390

Operating income (loss), adjusted 17,726 (6,030) (9,491) 2,205

Stock-based compensation — — 1,652 1,652

Depreciation 27,438 1,185 231 28,854

Amortization 568 245 — 813

Adjusted EBITDA $ 45,732 $ (4,600) $ (7,608) $ 33,524

Revenues, as reported $ 266,160 $ (78,818) $ 187,342

Contract exits — 136,499 136,499

Revenues, adjusted $ 266,160 $ 57,681 $ 323,841

Adjusted EBITDA margin (%) 17.2 % (8.0) % 10.4 %

Three Months Ended June 30, 2025:

Operating income (loss), as reported $ 4,251 $ (20,325) $ (15,509) $ (31,583)

Strategic costs — — 1,325 1,325

Contract termination charge (2,249) — — (2,249)

Change in provision for forward losses and other contract-related costs on certain contracts — 15,854 — 15,854

Site exit costs 10,281 — — 10,281

Operating income (loss), excluding unusual items 12,283 (4,471) (14,184) (6,372)

Stock-based compensation — — 4,736 4,736

Depreciation 27,046 1,051 255 28,352

Amortization 571 106 — 677

Adjusted EBITDA $ 39,900 $ (3,314) $ (9,193) $ 27,393

Revenues, as reported $ 258,009 $ 57,963 $ 315,972

Adjusted EBITDA margin (%) 15.5 % (5.7) % 8.7 %

ENVIRI CORPORATION

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

(Unaudited)

(In thousands) Harsco Environmental Harsco

Rail Corporate Consolidated Totals

Six Months Ended June 30, 2026:

Operating income (loss), as reported $ 23,005 $ (224,043) $ (49,270) $ (250,308)

Strategic costs 2,265 — 28,508 30,773

Restructuring and related costs 2,485 8,074 — 10,559

Contract exits — 207,390 — 207,390

Operating income (loss), adjusted 27,755 (8,579) (20,762) (1,586)

Stock-based compensation — — 4,174 4,174

Depreciation 55,334 2,381 464 58,179

Amortization 1,140 530 — 1,670

Adjusted EBITDA $ 84,229 $ (5,668) $ (16,124) $ 62,437

Revenues, as reported $ 522,877 $ (11,487) $ 511,390

Contract exits — 136,499 136,499

Revenues, adjusted $ 522,877 $ 125,012 $ 647,889

Adjusted EBITDA margin (%) 16.1 % (4.5) % 9.6 %

Six Months Ended June 30, 2025:

Operating income (loss), as reported $ 14,324 $ (13,187) $ (27,672) $ (26,535)

Change in provision for forward losses and other contract-related costs on certain contracts — 5,402 — 5,402

Strategic costs — — 2,850 2,850

Contract termination charge (2,249) — — (2,249)

Site exit costs 10,281 — — 10,281

Restructuring and related costs 3,333 — — 3,333

Operating income (loss), adjusted 25,689 (7,785) (24,822) (6,918)

Stock-based compensation — — 7,971 7,971

Depreciation 52,555 2,083 536 55,174

Amortization 1,111 173 — 1,284

Adjusted EBITDA $ 79,355 $ (5,529) $ (16,315) $ 57,511

Revenues, as reported $ 501,115 $ 127,910 $ 629,025

Adjusted EBITDA margin (%) 15.8 % (4.3) % 9.1 %

ENVIRI CORPORATION

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

Three Months Ended June 30

(In thousands) 2026 2025

Consolidated income (loss) from continuing operations $ (296,816) $ (44,668)

Add back (deduct):

Equity in (income) loss of unconsolidated entities, net (50) (44)

Income tax expense (benefit) from continuing operations 40,548 (905)

Defined benefit pension expense (income) 3,918 5,555

Facility fees and debt-related expense (income) 318 154

Interest expense 8,239 8,739

Interest income (580) (414)

Depreciation 28,854 28,352

Amortization 813 677

Stock-based compensation 1,652 4,736

Unusual items:

Change in provision for forward losses and other contract-related costs on certain contracts — 15,854

Strategic costs 29,327 1,325

Restructuring and related costs 9,911 —

Contract exits 207,390 —

Contract termination charge — (2,249)

Site exit costs — 10,281

Consolidated Adjusted EBITDA $ 33,524 $ 27,393

ENVIRI CORPORATION

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

(Unaudited)

Six Months Ended

June 30

(In thousands) 2026 2025

Consolidated income (loss) from continuing operations $ (320,049) $ (50,041)

Add back (deduct):

Equity in (income) loss of unconsolidated entities, net (73) (72)

Income tax expense (benefit) from continuing operations 45,694 (4,325)

Defined benefit pension expense 7,854 10,756

Facility fee and debt-related expense 538 570

Interest expense 16,766 17,445

Interest income (1,038) (868)

Depreciation 58,179 55,174

Amortization 1,670 1,284

Stock-based compensation 4,174 7,971

Unusual items:

Change in provision for forward losses and other contract-related costs — 5,402

Strategic costs 30,773 2,850

Restructuring and related costs 10,559 3,333

Contract exits 207,390 —

Contract termination charge — (2,249)

Site exit costs — 10,281

Adjusted EBITDA $ 62,437 $ 57,511

ENVIRI CORPORATION

RECONCILIATION OF PROJECTED ADJUSTED EBITDA BY SEGMENT USING MID-RANGE POINTS FOR EACH TO PROJECTED OPERATING INCOME (LOSS) BY SEGMENT

(Unaudited)

(Amounts in millions) Harsco Environmental Harsco

Rail

Projected Twelve Months Ending December 31, 2026

Projected operating income (loss) $ 54 $ (244)

Strategic costs 2 —

Restructuring and related costs 2 8

Contract exits — 207

Operating income (loss), adjusted 59 (28)

Depreciation 114 5

Amortization 2 1

Projected adjusted EBITDA $ 175 $ (23)

Adjusted revenues $ 1,018 $ 227

Adjusted EBITDA margin (%) 17.2 % (9.9) %

ENVIRI CORPORATION

RECONCILIATION OF ADJUSTED FREE CASH FLOW TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES

(Unaudited)

Three Months Ended Six Months Ended

June 30 June 30

(In thousands) 2026 2025 2026 2025

Net cash provided (used) by operating activities $ (296,938) $ 21,973 $ (275,402) $ 28,573

Less capital expenditures (34,660) (39,035) (68,387) (60,659)

Less expenditures for intangible assets (23) (44) (208) (51)

Plus capital expenditures for strategic ventures (a) 193 786 340 1,135

Plus total proceeds from sales of assets (b) 5,069 2,317 7,019 3,764

Plus transaction-related expenditures (c) 131,943 — 136,268 —

Plus repayment of revolving trade receivables securitization facility (d) 160,000 — 160,000 —

Clean Earth free cash flow deficit (benefit) 25,547 (25,226) 8,089 (45,069)

Adjusted free cash flow $ (8,869) $ (39,229) $ (32,281) $ (72,307)

(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.

(c) Includes expenditures directly related to the Company's divestiture transactions and other strategic costs incurred at Corporate, including payments made to certain employees as part of the Company's long-term incentive plan.

(d) Includes the repurchase of accounts receivable related to the Company's revolving trade receivables securitization facility that was required to be terminated with the sale of Clean Earth.

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