Enviri (NVRI) Proxy Filing summary

Executive summary

• Targeting mid-2026 for the sale of Clean Earth and spin-off of New Enviri, with proxy and Form 10 filings expected in March.

• Clean Earth achieved record earnings and margins in 2025, with 4% revenue growth; Harsco Environmental and Rail saw lower revenues due to volume declines and divestitures.

• Adjusted EBITDA for 2025 was $275 million; full-year revenues reached $2.2 billion.

• New Enviri will focus on Harsco Environmental and Rail, with a prudent capital structure and aggressive cost actions underway.

• Guidance for 2026 anticipates modest cash generation and pro forma EBITDA of approximately $140 million for New Enviri.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the sale of Clean Earth and the spin-off of New Enviri at a meeting following the proxy filing.

• Proxy statements and related documents will be filed and mailed to shareholders, containing important information for voting decisions.

Board of directors and corporate governance

• Leadership transition planned, with Russell Hochman as future CEO of New Enviri and Pete Minan returning as CFO.

• Board and executive officers are participants in the proxy solicitation process for the proposed transaction.