Enviri (NVRI) Proxy Filing summary

Executive summary

• Announced proposed $3 billion sale of Clean Earth business to Veolia, expected to close mid-2026, and spin-off of Harsco Environmental and Harsco Rail as New Enviri.

• 2025 revenues were $2.24 billion, with a GAAP consolidated loss from continuing operations of $160 million and Adjusted EBITDA of $275 million.

• 2026 outlook for New Enviri projects Adjusted EBITDA modestly below 2025, with improvement in Harsco Environmental offset by Harsco Rail.

• Clean Earth and Harsco Environmental saw revenue increases in Q4 2025, while Harsco Rail declined due to lower equipment and aftermarket parts volumes.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed sale of Clean Earth and the spin-off of New Enviri, with proxy statements and registration statements to be filed and mailed.

Board of directors and corporate governance

• Directors and executive officers are participants in the proxy solicitation; their interests and shareholdings will be disclosed in the proxy statement.