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The Company has prepared these unaudited condensed consolidated financial statements in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the SEC. Accordingly, the unaudited Condensed Consolidated Financial Statements do not include all information and disclosure required by U.S. GAAP for annual financial statements. The December 31, 2025 Condensed Consolidated Balance Sheet information contained in this Quarterly Report on Form 10-Q was derived from the 2025 audited consolidated financial statements. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in New Enviri's Information Statement (the "Information Statement"), dated May 8, 2026, attached as Exhibit 99.1 to New Enviri's Current Report on Form 8-K furnished to the SEC on May 11, 2026. In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in these unaudited Condensed Consolidated Financial Statements.

As used in this section, the term the “Company” means Enviri Corporation, a Delaware corporation, and its direct and indirect subsidiaries prior to the completion of the Holding Company Merger.

Going Concern

The Company’s cash flow forecasts, existing cash and cash equivalents, borrowings available under the Senior Secured Credit Facilities and the AR Facility indicate sufficient liquidity to fund the Company’s operations for at least the next twelve months. As such, the Company’s unaudited Consolidated Financial Statements have been prepared on the basis that it will continue as a going concern for a period extending beyond twelve months from the date the unaudited Consolidated Financial Statements are issued. This assessment includes the expected ability to meet required financial covenants and the continued ability to draw down on the Senior Secured Credit Facilities (see Note 8, Debt and Credit Agreements).

Revision of Previously Issued Financial Statements

During the year ended December 31, 2025, management identified certain errors related to the measurement of certain aspects of the defined benefit pension obligation associated with the U.K. pension plan (the “Plan”) administered by the Company. The errors related to the historic application of certain provisions governing pension benefits in the actuarial estimation of the liabilities for certain acquired pension plans merged into the Plan. The errors were identified by the Company during a review of the Plan in preparation for the potential buy-out of the Plan’s liabilities by an insurance company.

Management evaluated the identified errors in accordance with ASC 250, Accounting Changes and Error Corrections, and applicable SEC guidance, including SAB 99, considering both quantitative and qualitative factors. Management concluded that the errors were not material to the Company’s previously issued consolidated financial statements for any individual period. However, due to the cumulative impact of these errors, the Company revised the prior-period financial statements.

The revisions primarily affected Retirement plan assets and Retained earnings with corresponding impacts to Defined benefit pension income (expense) and Accumulated other comprehensive income (loss). In connection with the revision, the Company also corrected other previously identified immaterial errors. The revision did not impact the Company’s previously reported net cash flows or compliance with debt covenants.

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The impact of revising the Condensed Consolidated Statements of Operations for the period presented is as follows:

						Three Months Ended March 31, 2025
(In thousands, except per share amounts)						As Previously Reported						Revision						As Revised
Revenues from continuing operations:
Service revenues						$	476,840					$	(377)					$	476,463
Total revenues						548,284						(377)						547,907
Costs and expenses from continuing operations:
Cost of products sold						51,361						1,017						52,378
Total costs and expenses						517,629						1,017						518,646
Operating income (loss) from continuing operations						30,655						(1,394)						29,261
Defined benefit pension income (expense)						(5,033)						(168)						(5,201)
Income (loss) from continuing operations before income taxes and equity in income						(3,110)						(1,562)						(4,672)
Income tax benefit (expense) from continuing operations						(7,946)						5,945						(2,001)
Net income (loss)						(12,195)						4,383						(7,812)
Net income (loss) attributable to Enviri Corporation						$	(13,396)					$	4,383					$	(9,013)
Amounts attributable to Enviri Corporation common stockholders:
Income (loss) from continuing operations, net of tax						$	(12,229)					$	4,383					$	(7,846)
Net income (loss) attributable to Enviri Corporation common stockholders						$	(13,396)					$	4,383					$	(9,013)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders: (a)
Continuing operations						$	(0.15)					$	0.05					$	(0.10)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders						$	(0.17)					$	0.05					$	(0.11)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders: (a)
Continuing operations						$	(0.15)					$	0.05					$	(0.10)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders						$	(0.17)					$	0.05					$	(0.11)

(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.

The impact of revising the Condensed Consolidated Statements of Comprehensive Income (Loss) for the period presented is as follows:

						Three Months Ended March 31, 2025
(In thousands, except per share amounts)						As Previously Reported						Revision						As Revised
Net income (loss)						$	(12,195)					$	4,383					$	(7,812)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of deferred taxes						15,723						(622)						15,101
Pension liability adjustment, net of deferred taxes						(4,206)						18						(4,188)
Total other comprehensive income (loss)						8,718						(604)						8,114
Total comprehensive income (loss)						(3,477)						3,779						302
Comprehensive income (loss) attributable to Enviri Corporation						$	(5,045)					$	3,779					$	(1,266)

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The impact of revising the Condensed Consolidated Statements of Cash Flows for the period presented is as follows:

						Three Months Ended March 31, 2025
(In thousands, except per share amounts)						As Previously Reported						Revision						As Revised
Cash flows from operating activities:
Net income (loss)						$	(12,195)					$	4,383					$	(7,812)
Deferred income tax (benefit) expense						2,776						(5,599)						(2,823)
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable						(13,501)						377						(13,124)
Inventories						(8,995)						1,017						(7,978)
Retirement plan liabilities, net						4,488						168						4,656
Other assets and liabilities						8,034						(346)						7,688
Net cash (used) provided by operating activities						6,600						—						6,600
Net cash used by investing activities						(18,447)						—						(18,447)
Net cash (used) provided by financing activities						26,127						—						26,127
Effect of exchange rate changes on cash and cash equivalents, including restricted cash						(9)						—						(9)
Net increase (decrease) in cash and cash equivalents, including restricted cash						14,271						—						14,271
Cash and cash equivalents, including restricted cash, at beginning of period						90,158						—						90,158
Cash and cash equivalents, including restricted cash, at end of period						$	104,429					$	—					$	104,429

The impact of revising the Condensed Consolidated Statements of Equity for all periods presented is as follows:

						As Previously Reported
						Enviri Corporation Stockholders’ Equity
						Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Noncontrolling Interests
(In thousands, except share amounts)						Issued						Treasury																														Total
Balances, December 31, 2024						$	146,844					$	(851,881)					$	255,102					$	1,400,347					$	(538,964)					$	38,151					$	449,599
Net income (loss)						—						—						—						(13,396)						—						1,201						(12,195)
Total other comprehensive income (loss), net of deferred income taxes of $2,487						—						—						—						—						8,351						367						8,718
Vesting of restricted stock units and other stock grants, net 284,643 shares						636						(1,357)						(636)						—						—						—						(1,357)
Vesting of performance share units, net 14,860 shares						35						(122)						(35)						—						—						—						(122)
Amortization of unearned stock-based compensation, net of forfeitures						—						—						4,044						—						—						—						4,044
Balances, March 31, 2025						$	147,515					$	(853,360)					$	258,475					$	1,386,951					$	(530,613)					$	39,719					$	448,687

						Revision
						Enviri Corporation Stockholders’ Equity
						Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Noncontrolling Interests
(In thousands, except share amounts)						Issued						Treasury																														Total
Balances, December 31, 2024						$	—					$	—					$	—					$	(21,512)					$	1,579					$	—					$	(19,933)
Net income (loss)						—						—						—						4,383						—						—						4,383
Total other comprehensive income (loss)						—						—						—						—						(604)						—						(604)
Vesting of restricted stock units and other stock grants						—						—						—						—						—						—						—
Vesting of performance share units						—						—						—						—						—						—						—
Amortization of unearned stock-based compensation, net of forfeitures						—						—						—						—						—						—						—
Balances, March 31, 2025						$	—					$	—					$	—					$	(17,129)					$	975					$	—					$	(16,154)

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						As Revised
						Enviri Corporation Stockholders’ Equity
						Common Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Noncontrolling Interests
(In thousands, except share amounts)						Issued						Treasury																														Total
Balances, December 31, 2024						$	146,844					$	(851,881)					$	255,102					$	1,378,835					$	(537,385)					$	38,151					$	429,666
Net income (loss)						—						—						—						(9,013)						—						1,201						(7,812)
Total other comprehensive income (loss), net of deferred income taxes of $2,487						—						—						—						—						7,747						367						8,114
Vesting of restricted stock units and other stock grants, net 284,643 shares						636						(1,357)						(636)						—						—						—						(1,357)
Vesting of performance share units, net 14,860 shares						35						(122)						(35)						—						—						—						(122)
Amortization of unearned stock-based compensation, net of forfeitures						—						—						4,044						—						—						—						4,044
Balances, March 31, 2025						$	147,515					$	(853,360)					$	258,475					$	1,369,822					$	(529,638)					$	39,719					$	432,533

The following accounting standards were adopted during the three months ended March 31, 2026:

The Company adopted a change issued by the FASB that provides an optional practical expedient for estimating future credit losses on current accounts receivable and current contract assets that arise from certain contracts with customers. The adoption of this change did not have a material impact on the Company's financial statements.

The Company adopted changes issued by the FASB, which required greater disaggregation of income tax disclosures, related to the income tax rate reconciliation and income taxes paid for each annual reporting period. The Company applied the new disclosure requirements prospectively to its annual report for the year ended December 31, 2025.The adoption of these changes did not have a material impact on the Company's consolidated financial statements.

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

In December 2025, the FASB issued an update that provides authoritative guidance on the recognition, measurement and presentation of government grants received by business entities. This update defines government grants and establishes recognition criteria and disclosure requirements. This update becomes effective starting with the Company's annual financial statements for the year ended December 31, 2028 and includes the interim periods within each annual reporting period. Early adoption is permitted. The Company is currently evaluating the impact that this update will have on the Company's financial statements.

In November 2024, the FASB issued changes which require disaggregated disclosure of income statement expenses within the footnotes to the financial statement for each interim and annual reporting period. The changes become effective starting with the Company's annual financial statements for the year ended December 31, 2027 and will be in effect for the Company's interim financial statements after December 31, 2027. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that this change will have on the Company's disclosures.

Accounts receivable consist of the following:

(In thousands)						March 31 2026						December 31 2025
Trade accounts receivable						$	296,442					$	278,488
Less: Allowance for expected credit losses						(10,926)						(11,049)
Trade accounts receivable, net						$	285,516					$	267,439
Other receivables (a)						$	40,328					$	46,930

(a) Other receivables include employee receivables, insurance receivable, tax claims and refunds and other miscellaneous items not included in Trade accounts receivable, net.

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

												Three Months Ended
												March 31
(In thousands)																		2026						2025
Change in provision for expected credit losses																		$	232					$	(272)

At March 31, 2026, $8.3 million of the Company's trade accounts receivable were past due by twelve months or more, with $6.0 million of this amount reserved.

Accounts Receivable Securitization Facility

In June 2022, the Company and its SPE entered into an AR Facility with PNC Bank, National Association ("PNC") to accelerate cash flows from trade accounts receivable. On October 1, 2024, the Company renewed the AR Facility for a three-year term expiring in October 2027. The maximum purchase commitment by PNC was $160.0 million, as amended in February 2025.

The total outstanding balance of trade receivables that have been sold and derecognized by the SPE was $160.0 million as of March 31, 2026 and December 31, 2025. The SPE owned $57.9 million and $47.5 million of trade receivables as of March 31, 2026 and December 31, 2025, respectively, which is included in the caption Trade accounts receivable, net, on the Condensed Consolidated Balance Sheets.

No proceeds were received from the AR Facility during the three months ended March 31, 2026. The Company received proceeds of $10.0 million during the three months ended March 31, 2025.

Factoring Arrangements

The Company maintains factoring arrangements with a financial institution to sell certain accounts receivable that are also accounted for as a sale of financial assets. The following table reflects balances for net amounts sold and program capacities for the arrangements:

(In millions)						March 31 2026						December 31 2025
Net amounts sold under factoring arrangements						$	20.0					$	16.4
Program capacities						20.6						21.1

Inventories consist of the following:

(In thousands)						March 31 2026						December 31 2025
Finished goods						$	8,721					$	11,057
Work-in-process						14,809						13,679
Raw materials and purchased parts						101,549						107,056
Stores and supplies						48,197						48,756
Total inventories						$	173,276					$	180,548

PP&E consist of the following:

(In thousands)						March 31 2026						December 31 2025
Land and improvements						$	97,718					$	95,324
Buildings and improvements						254,336						250,452
Machinery and equipment						1,723,342						1,731,009
Uncompleted construction						52,130						47,837
Gross property, plant and equipment						2,127,526						2,124,622
Less: Accumulated depreciation						(1,437,435)						(1,424,958)
Property, plant and equipment, net						$	690,091					$	699,664

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The components of lease expense were as follows:

												Three Months Ended
												March 31
(In thousands)																		2026						2025
Finance leases:
Depreciation expense																		$	4,811					$	3,959
Interest on lease liabilities																		1,532						1,392
Operating leases																		10,419						9,572
Variable and short-term lease expense																		13,085						12,580
Sublease income																		(47)						(2)
Total lease expense																		$	29,800					$	27,501

*    Previously issued 2025 amounts have been revised due to the correction of immaterial errors, as identified in Note 1, Basis of Presentation under "Revision of Previously Issued Financial Statements".

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

During the three months ended March 31, 2026, the Company determined that there were no events or indicators present that would indicate that it was more-likely-than-not that its reporting units' fair values were less than their carrying amounts, which would require a further interim impairment analysis. However, unfavorable economic conditions, including tariffs and continued cost inflation, could impact the Company's future projected cash flows and discount rates used to estimate fair value, which could result in an impairment charge to any of the Company's reporting units in a future period.

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Long-term debt consists of the following:

(In thousands)						March 31 2026						December 31 2025
Senior Secured Credit Facilities:
Term Loan						$	476,250					$	477,500
Revolving Credit Facility						557,000						526,000
5.75% Senior Notes						475,000						475,000
Other financing payable (including finance leases) in varying amounts						84,175						88,501
Total debt obligations						1,592,425						1,567,001
Less: deferred financing costs						(9,839)						(10,818)
Total debt obligations, net of deferred financing costs						1,582,586						1,556,183
Less: current maturities of long-term debt						(25,835)						(25,874)
Long-term debt						$	1,556,751					$	1,530,309

In February 2026, the Company amended its Senior Secured Credit Facilities to extend the maturity date of its $50.0 million non-extended revolving credit facility from March 10, 2026 to the earlier of (i) July 1, 2026 and (ii) the date on which the Company's Clean Earth segment is sold to Veolia in connection with the Company's Merger Agreement.

In November 2025, the Company entered into an amendment to the Credit Agreement to, among other things, modify certain levels of its total Net Debt to Consolidated Adjusted EBITDA ratio covenant and permit a distribution of the Company’s Clean Earth business, together with certain related transactions, including repayments of certain of the Company's existing indebtedness. The Company obtained the amendment because its forward-looking projections indicated that it may not meet the minimum level required by the net leverage coverage ratio and to allow for the strategic alternatives it is currently evaluating. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.50x for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, 5.00x for the quarter ended December 31, 2026 and 4.50x for the quarter ended March 31, 2027. After giving effect to the distribution of the Company’s Clean Earth business, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant will be set at 3.00x. The Company expects that it will maintain compliance with the amended covenants based on current forecasts. The Company capitalized $1.8 million of fees incurred related to the amendment.

In February 2025, the Company entered into an amendment to the Credit Agreement to reset the levels of its covenants, among other changes. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.00x for the quarter ended September 30, 2025 and then decreases every six months by 0.25x until reaching 4.00x for the quarter ended June 30, 2027 and thereafter. These covenants were amended as noted in the preceding paragraph. The interest coverage ratio was set to a minimum of 2.50x for each quarter ended after December 31, 2024.

At March 31, 2026, the Company was in compliance with all covenants for its Senior Secured Credit Facilities, as amended in February 2026, as the total Net Debt to Consolidated Adjusted EBITDA ratio was 4.98x and the total interest coverage ratio was 2.78x. Based on balances and covenants in effect at March 31, 2026, the Company could increase Net Debt by $156.9 million and still be in compliance with these debt covenants. Alternatively, Consolidated Adjusted EBITDA could decrease by $28.5 million or interest expense could increase by $11.9 million and the Company would remain in compliance with these covenants.

The Company believes it will continue to maintain compliance with these amended covenants based on its current outlook. However, the Company's estimates of compliance with these covenants could change in the future with a deterioration in economic conditions including softness in certain markets, changes to tariffs, higher than forecasted interest rate increases, the timing of working capital including the collection of receivables, an inability to realize increased pricing and implement cost reduction initiatives that mitigate the impacts of inflation and other factors that may adversely impact its compliance with covenants.

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Facility Fees and Debt-Related Income (Expense)

The components of the Condensed Consolidated Statements of Operations caption Facility fees and debt-related income (expense) were as follows:

												Three Months Ended
												March 31
(In thousands)																		2026						2025
Unused debt commitment and amendment fees																		$	(75)					$	(188)
Securitization and factoring fees																		(2,219)						(2,424)
Facility fees and debt-related income (expense)																		$	(2,294)					$	(2,612)

						Three Months Ended
						March 31
Defined Benefit Pension Plans Net Periodic Pension Cost (Benefit)						U.S. Plans												International Plans
(In thousands)						2026						2025						2026						2025
Service costs						$	—					$	—					$	260					$	303
Interest costs						2,031						2,313						7,372						7,387
Expected return on plan assets						(2,287)						(2,562)						(7,804)						(6,499)
Recognized prior service costs						—						—						108						113
Recognized actuarial losses						751						785						3,754						3,698
Defined benefit pension plans net periodic pension cost (benefit)						$	495					$	536					$	3,690					$	5,002

Cash contributions to U.S. and international defined benefit pension plans totaled $0.4 million and $0.2 million for the three months ended March 31, 2026, respectively. The Company's estimate of expected cash contributions to be paid during the remainder of 2026 for the U.S. and international defined benefit pension plans is $1.2 million and $0.7 million, respectively.

*    Previously issued 2025 amounts have been revised due to the correction of immaterial errors, as identified in Note 1, Basis of Presentation under "Revision of Previously Issued Financial Statements".

Income tax benefit from continuing operations for the three months ended March 31, 2026 was $24.4 million compared with $2.0 million income tax expense for the three months ended March 31, 2025. The change is primarily due to costs of $12.5 million related to the planned sale of Clean Earth during the three months ended March 31, 2026, which did not occur during the three months ended March 31, 2025, lower operating income in Clean Earth and a $5.1 million tax benefit from the vesting of stock-based compensation awards in 2026.

The reserve for uncertain tax positions on March 31, 2026 and December 31, 2025 was $6.0 million and $6.7 million, respectively, including interest and penalties. Within the next twelve months, it is reasonably possible that $2.0 million in unrecognized income tax benefits will be recognized upon settlement of tax examinations and the expiration of various statutes of limitations.

*    Previously issued 2025 amounts have been revised due to the correction of immaterial errors, as identified in Note 1, Basis of Presentation under "Revision of Previously Issued Financial Statements".

Environmental        

The Company is involved in a number of environmental remediation investigations and cleanups and, along with other companies, has been identified as a potentially responsible party ("PRP") for certain byproduct disposal sites. While each of these matters is subject to various uncertainties, it is probable that the Company will agree to make payments toward funding certain of these activities, and it is possible that some of these matters will be decided unfavorably to the Company. The Company has evaluated its potential liability and its financial exposure is dependent upon such factors as the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the allocation of cost among potentially responsible parties, the years of remedial activity required and the remediation methods selected. 

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The Company evaluates its liability for future environmental remediation costs on a quarterly basis. Although actual costs to be incurred at identified sites in future periods may vary from the estimates, given inherent uncertainties in evaluating environmental exposures, the Company does not expect that any costs that are reasonably possible to be incurred by the Company in connection with environmental matters in excess of the amounts accrued would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

The following table summarizes information related to the location and undiscounted amount of the Company's environmental liabilities:

(In thousands)						March 31 2026						December 31 2025
Current portion of environmental liabilities (a)						$	12,573					$	12,736
Long-term environmental liabilities						38,019						38,256
Total environmental liabilities						$	50,592					$	50,992

(a)    The current portion of environmental liabilities is included in the caption Other current liabilities on the Condensed Consolidated Balance Sheets.

Legal Proceedings

In the ordinary course of business, the Company is a defendant or party to various claims and lawsuits, including those discussed below. Unless stated otherwise below, the Company has not determined a loss to be probable or estimable for the legal proceedings.

On January 27, 2020, the EPA issued a Notice of Potential Liability to the Company, along with several other companies, concerning the Newtown Creek Superfund Site located in Kings and Queens Counties in New York, which alleges certain facilities formerly owned or operated by subsidiaries of the Company may have resulted in the discharge of hazardous substances into Newtown Creek or its Dutch Kills tributary. The site has been subject to CERCLA response activities since approximately 2011. The EPA expects to issue a Record of Decision for the sitewide cleanup plan no sooner than 2028 and announced, in July 2021, that it would defer its decision on a potential early action response for the lower two miles of the Creek until the site-wide studies are completed. On August 28, 2024, the EPA released a proposed plan for clean up of the East Branch portion of Newtown Creek. On January 17, 2025, the EPA released its decision approving this early action remedy for the East Branch. The Company is one of 30 PRPs that have received notices, though it is believed other PRPs may exist. The Company vigorously contests the allegations of this notice and currently does not believe that this matter will have a material effect on the Company’s condensed consolidated financial statements.

The Company has had ongoing meetings with the SCE over processing salt cakes, a processing byproduct, stored at the Al Hafeerah site. The Company’s Bahrain operations that produced the salt cakes have ceased operations. An Environmental Impact Assessment and Technical Feasibility Study for facilities to process the salt cakes was approved by the SCE during the first quarter of 2018. Commissioning of the facilities was completed during the third quarter of 2021 and the processing of the salt cakes has commenced, with the expectation that the Company would be able to sell the products that resulted from the processing in an amount that would cover the processing costs. During the fourth quarter of 2024, the Company concluded that, despite significant commercial efforts and ongoing discussions with the SCE, it could not sufficiently recover the processing costs from these sales as it had previously estimated and, as such, recorded an additional provision of $27.2 million. During the fourth quarter of 2025, the Company recorded an additional provision of $5.0 million based on the current expected recovery of the processing costs, including the agreement to sell a significant quantity of processed material to a regional buyer. The Company is currently exploring other options to resolve this matter in a cost-effective manner, including engaging certain entities to remove the remaining salt cakes from Bahrain, subject to a suitability analysis. The Company's current reserve of $27.0 million at March 31, 2026 represents the Company's best estimate of the net costs to fully resolve this matter. The Company will continue to evaluate this reserve and any future change in estimated costs which could be material to the Company’s results of operations in any single period.

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On July 27, 2018, Brazil’s Federal and Rio de Janeiro State Public Prosecution Offices (the "MPF" and "MPE", respectively) filed a Civil Public Action against CSN, one of the Company's customers, the Company’s Brazilian subsidiary, the Municipality of Volta Redonda, Brazil, and the Instituto Estadual do Ambiente, the state of Rio de Janeiro's environmental protection agency, seeking the implementation of various measures to limit and reduce the accumulation of customer-owned slag at the site in Brazil. On August 6, 2018, the 3rd Federal Court in Volta Redonda (the "3rd Volta Redonda Court") granted the MPF and MPE an injunction against the defendants requiring, among other things, CSN and the Company’s Brazilian subsidiary to limit the volume of slag sent to the site. Because the customer owns the site and the slag located on the site, the Company believes that complying with this injunction is the steel producer’s responsibility. Nevertheless, the 3rd Volta Redonda Court issued two orders fining the Company and CSN for what it viewed as violations of the injunction. The Company appealed the fines and the underlying injunction and, beginning on March 25, 2022, the 3rd Volta Redonda Court entered a series of orders suspending the litigation proceedings and staying any additional fines and interest accruals while the parties discuss a possible resolution to the matter. The aggregate amount of fines levied against the Company, exclusive of interest, is approximately 32 million Brazilian reais (or approximately $6 million as of March 31, 2026). On October 5, 2024, the 3rd Volta Redonda Court determined that, as of August 1, 2024, the Company was not responsible for complying with the injunction because the Company no longer operates at the site. In May 2025, the authorities issued a settlement proposal in which CSN would perform remediation at the site and pay approximately 264 million Brazilian reais (or approximately $50 million as of March 31, 2026) and the Company would pay approximately 66 million Brazilian reais (or approximately $13 million as of March 31, 2026) for alleged environmental damage. The Company disputes that environmental damage was caused by the accumulation of slag and, as such, does not agree with the proposed payment. The Company and the other parties continue to discuss a potential resolution related to the portion of the authorities' claims that allegedly occurred prior to August 1, 2024. On September 30, 2025, the public prosecutors pursuing the Civil Public Action initiated a criminal proceeding before the 2nd Federal Court in Volta Redonda (the "2nd Volta Redonda Court") against CSN and the Company and is seeking 431 million Brazilian reais (or approximately $82 million as of March 31, 2026) from the two companies. A majority of the amount sought in this proceeding is identical to, and overlaps with, the damages sought in the Civil Public Action. The 2nd Volta Redonda Court has accepted the complaint from the public prosecutors, and both CSN and the Company submitted their respective defenses in January 2026. The Company denies that any environmental damage occurred and will defend itself vigorously. Because of multiple defenses available, including that the slag is inert and not harmful to the environment, and that the slag deposits do not belong to it, the Company does not believe that a loss relating to this matter is probable.

In October 2021, the Company received a subpoena and two indictments before the Amsterdam District Court in the Netherlands concerning the Company's operations at a customer site in Ijmuiden, Netherlands. The Amsterdam Public Prosecutor’s Office ("APPO") issued two indictments against the Company, alleging violations in connection with dust releases and/or events alleged to have occurred in 2018 through May 2020 at the site. The action cited provisions which permit fines for the alleged infractions and sought €0.1 million in fines with a smaller amount held in abeyance. On February 2, 2022, the APPO announced that it would further investigate residents’ claims related to this matter. On February 25, 2022, the Amsterdam District Court ruled that the Company was liable for only one alleged violation and that this alleged violation was unintentional. The court issued a fine of €5 thousand, to be held in abeyance. Both the Company and the APPO appealed this ruling. On July 19, 2024, the Court of Appeals ruled that the Company was liable for two intentional violations and issued a fine of €25 thousand. Both the Company and the APPO appealed this ruling. On April 23, 2025, the APPO withdrew its appeal of the Court of Appeal's ruling from July 19, 2024 and the Company withdrew its reciprocal appeal on May 8, 2025. As such, the Court of Appeal's July 19, 2024 ruling has become final and binding. The Company is vigorously contesting all allegations against it and is also working with its customer to ensure the control of emissions. The Company has contractual indemnity rights from its customer that it believes will substantially cover any fines or penalties. Due to multiple defenses available to the Company, including that the majority of the alleged issues relate the customer's operations, the Company does not believe a loss is probable or potentially material.

On March 22, 2022, the EPA issued a Notice of Intent to File an Administrative Complaint ("NOI") alleging violations of the federal Emergency Planning and Community Right-to-Know Act at the Company’s facilities in Tacoma, WA and Kent, WA. The NOI relates largely to the period when Stericycle owned and operated the sites. The NOI proposes a penalty of $3.0 million. The investigation is ongoing and the Company has recorded a liability of $0.6 million as its best estimate to resolve this matter. Since that time, the EPA has expanded coverage of this matter to additional facilities, but has not provided an update to the proposed penalty to-date. While it is the Company’s position that it has recourse for some or all liabilities, if any, that arise from this matter under the ESOL purchase agreement and representations and warranties insurance policies purchased by the Company, there can be no assurances that the Company’s position will ultimately prevail.

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DEA Investigation

Prior to the Company’s acquisition of ESOL, Stericycle, Inc. notified the Company that the DEA had served an administrative subpoena on Stericycle, Inc. and executed a search warrant at a facility in Rancho Cordova, CA and an administrative inspection warrant at a facility in Indianapolis, IN. The Company has determined that the DEA and the DTSC have launched investigations involving, at least in part, the ESOL business of collecting, transporting, and destroying controlled substances from retail customers that transferred from Stericycle, Inc. to the Company. The Company is cooperating with these inquiries, which relate primarily to the period before the Company owned the ESOL business. Since the acquisition of the ESOL business, the Company has performed a vigorous review of ESOL’s compliance program related to controlled substances and has made material changes to the manner in which controlled substances are transported from retail customers to DEA-registered facilities for destruction. Pursuant to an agreement with Stericycle, the Company has contractual recourse for any material loss the Company has determined may be reasonably possible. On May 29, 2026, the Department of Justice announced a more than $56 million settlement with Stericycle to resolve investigations into its handling of controlled substances between 2015 and 2020. The settlement amounts are assessed against Stericycle and are non-indemnifiable. The Company has not accrued any amounts in respect of these investigations and does not believe a loss is reasonably possible.

Brazilian Tax Dispute

On December 30, 2020, the Company received an assessment from the municipal tax authority in Ipatinga, Brazil, alleging $2.0 million in unpaid service taxes from the period 2015 to 2020. This dispute is currently in the collection action phase of the legal process and the amount assessed includes interest charges that may increase at statutorily determined amounts per month and are assessed on the aggregate amount of the principal and penalties. In addition, while in the collection action phase, the losing party could be subject to a charge to cover statutorily mandated legal fees, which are generally calculated as a percentage of the total assessed amounts due, inclusive of penalty and interest. After calculating the interest and penalties accrued, the Company estimates that the current overall potential liability for this case is approximately $7.6 million as of March 31, 2026. On July 21, 2023, the Company filed the last administrative appeal against the decision that maintained the assessment and a final administrative decision is still pending. Due to the multiple defenses that are available, the Company does not believe a loss is probable and, as a result, no loss provision has been recorded in the Company's Condensed Consolidated Financial Statements and the Company does not expect that any costs that are reasonably possible to be incurred by the Company in connection with this tax dispute would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

The Company intends to continue its practice of vigorously defending itself against this tax claim under various alternatives, including judicial appeal. The Company will continue to evaluate its potential liability with regard to this claim on a quarterly basis; however, it is not possible to predict the ultimate outcome.

Asbestos Actions

The Company is named as one of many defendants in legal actions in the U.S. alleging personal injury from exposure to airborne asbestos over the past several decades. In their suits, the plaintiffs have named as defendants, among others, many manufacturers, distributors and installers of numerous types of equipment or products that allegedly contained asbestos.

As of March 31, 2026, there were approximately 17,000 pending asbestos personal injury actions filed against the Company. The vast majority of these actions were filed in the New York Supreme Court (New York County), of which the majority of such actions were on the Deferred/Inactive Docket created by the New York Supreme Court in December 2002 for all pending and future asbestos actions filed by persons who cannot demonstrate that they have a malignant condition or discernible physical impairment. A relatively small portion of cases are on the Active or In Extremis docket in New York County or on active dockets in other jurisdictions. The complaints in most of those actions generally follow a form that contains a standard demand of significant damages, regardless of the individual plaintiff's alleged medical condition, and without identifying any Company product.

The Company will continue to vigorously defend against such claims and is confident that it will be successful in doing so. The Company has never been a producer, manufacturer or processor of asbestos fibers. Any asbestos-containing part of a Company product used in the past was purchased from a supplier and the asbestos encapsulated in other materials such that airborne exposure, if it occurred, was not harmful and is not associated with the types of injuries alleged in the pending actions.

The Company has liability insurance coverage under various primary and excess policies that the Company believes will be available, if necessary, to substantially cover any liability that might ultimately be incurred in the asbestos actions referred to above. The costs and expenses of the asbestos actions are being paid by the Company's insurers.

In view of the persistence of asbestos litigation in the U.S., the Company expects to continue to receive additional claims in the future. The Company intends to continue its practice of vigorously defending these claims and cases. As of March 31, 2026, the Company has successfully dismissed approximately 28,500 cases by stipulation or summary judgment prior to trial.

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It is not possible to predict the ultimate outcome of asbestos-related actions in the U.S. due to the unpredictable nature of this litigation, and no loss provision has been recorded in the Company's condensed consolidated financial statements because a loss contingency is not deemed probable or estimable. Despite this uncertainty, and although results of operations and cash flows for a given period could be adversely affected by asbestos-related actions, the Company does not expect that any costs that are reasonably possible to be incurred by the Company in connection with asbestos litigation would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Other

The Company is subject to various other claims and legal proceedings covering a wide range of matters that arose in the ordinary course of business. In the opinion of management, all such matters are adequately covered by insurance or by established reserves, and, if not so covered, are without merit or are of such kind, or involve such amounts, as would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Insurance liabilities are recorded when it is probable that a liability has been incurred for a particular event and the amount of loss associated with the event can be reasonably estimated. Insurance reserves have been estimated based primarily upon actuarial calculations and reflect the undiscounted estimated liabilities for ultimate losses, including claims incurred but not reported. Inherent in these estimates are assumptions that are based on the Company's history of claims and losses, a detailed analysis of existing claims with respect to potential value, and current legal and legislative trends. If actual claims differ from those projected by management, changes (either increases or decreases) to insurance reserves may be required and would be recorded through income in the period the change was determined. When a recognized liability has been determined to be covered by third-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Insurance claim receivables are included in Other receivables on the Company's Condensed Consolidated Balance Sheets. See Note 1, Summary of Significant Accounting Policies to the Company's audited consolidated financial statements in the Information Statement, under Accrued Insurance and Loss Reserves, for additional information.

												Three Months Ended
												March 31
(In thousands, except per share amounts)																		2026						2025
Income (loss) from continuing operations attributable to Enviri Corporation common stockholders																		$	(9,514)					$	(7,846)
Weighted-average shares outstanding:
Weighted-average shares outstanding - basic																		82,291						80,331
Dilutive effect of stock-based compensation																		—						—
Weighted-average shares outstanding - diluted																		82,291						80,331
Earnings (loss) from continuing operations per common share, attributable to Enviri Corporation common stockholders:
Basic																		$	(0.12)					$	(0.10)
Diluted																		$	(0.12)					$	(0.10)

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

												Three Months Ended
												March 31
(In thousands)																		2026						2025
Restricted stock units																		1,163						2,077
Stock appreciation rights																		2,682						3,330
Performance share units																		547						2,457

*    Previously issued 2025 amounts have been revised due to the correction of immaterial errors, as identified in Note 1, Basis of Presentation under "Revision of Previously Issued Financial Statements".

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Derivative Instruments and Hedging Activities

The Company uses derivative instruments, including foreign currency exchange forward contracts and interest rate swaps, to manage certain foreign currency and interest rate exposures. Derivative instruments are viewed as risk management tools by the Company and are not used for trading or speculative purposes. All derivative instruments are recorded on the Company's Condensed Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs, such as forward rates, interest rates, the Company’s credit risk and counterparties’ credit risks, and which minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the ability to observe those inputs. Foreign currency exchange forward contracts and interest rate swaps are based upon pricing models using market-based inputs (Level 2). Model inputs can be verified and valuation techniques do not involve significant management judgment.

The fair value of outstanding derivative contracts recorded as assets and liabilities on the Company's Condensed Consolidated Balance Sheets was as follows:

(In thousands)						Balance Sheet Location						Fair Value of Derivatives Designated as Hedging Instruments						Fair Value of Derivatives Not Designated as Hedging Instruments						Total Fair Value
March 31, 2026
Asset derivatives (Level 2):
Foreign currency exchange forward contracts						Other current assets						$	168					$	5,182					$	5,350
Interest rate swaps						Other current assets						1,661						—						1,661
Interest rate swaps						Other assets						1,162						—						1,162
Total												$	2,991					$	5,182					$	8,173
Liability derivatives (Level 2):
Foreign currency exchange forward contracts						Derivative liabilities						$	495					$	13,627					$	14,122
Total												$	495					$	13,627					$	14,122
December 31, 2025
Asset derivatives (Level 2):
Foreign currency exchange forward contracts						Other current assets						$	36					$	1,340					$	1,376
Interest rate swaps						Other current assets						887						—						887
Interest rate swaps						Other assets						313						—						$	313
Total												$	1,236					$	1,340					$	2,576
Liability derivatives (Level 2):
Foreign currency exchange forward contracts						Derivative liabilities						$	861					$	19,978					$	20,839
Total												$	861					$	19,978					$	20,839

All of the Company's derivatives are recorded on the Condensed Consolidated Balance Sheets at gross amounts and do not offset. All of the Company's interest rate swaps and certain foreign currency exchange forward contracts are transacted under ISDA documentation. Each ISDA master agreement permits the net settlement of amounts owed in the event of default. The Company's derivative assets and liabilities subject to enforceable master netting arrangements, if offset, would have resulted in a net asset of $1.2 million at March 31, 2026 and a $0.3 million net liability at December 31, 2025.

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The effect of derivative instruments on the Company's Condensed Consolidated Statements of Comprehensive Income (Loss) was as follows:

Derivatives Designated as Hedging Instruments

						Gain (Loss) Recognized in OCI on Derivatives												Loss (Gain) Reclassified from AOCI into Income - Effective Portion or Equity
						Three Months Ended												Three Months Ended
						March 31												March 31
(In thousands)						2026						2025						2026						2025
Foreign currency exchange forward contracts						$	491					$	(871)					$	(422)					$	192
Interest rate swaps						2,072						(2,784)						(449)						(117)
						$	2,563					$	(3,655)					$	(871)					$	75

The locations and amounts of gain (loss) recognized on the Company's Condensed Consolidated Statements of Operations was as follows:

						Three Months Ended
						March 31
						2026															2025
(In thousands)						Product Revenues						Interest Expense																		Product Revenues												Interest Expense
Total amounts in the Condensed Consolidated Statement of Operations in which the effects of derivatives designated as hedging instruments are recorded						$	65,778					$	(27,833)																	$	71,444											$	(26,574)
Interest rate swaps:
Gain (loss) reclassified from AOCI into income						—						449																		—												117
Foreign exchange contracts:
Gain (loss) reclassified from AOCI into income						422						—																		(192)												—

Derivatives Not Designated as Hedging Instruments

						Location of Gain (Loss) Recognized in Income on Derivatives (a)																		Amount of Gain (Loss) Recognized in Income on Derivatives (a)
																		Three Months Ended
																		March 31
(In thousands)																								2026						2025
Foreign currency exchange forward contracts						Cost of services and products sold																		$	11,486					$	(15,156)

(a)      These gains (losses) offset other amounts recognized in cost of services and products sold principally as a result of intercompany or third party foreign currency exposures.

Foreign Currency Exchange Forward Contracts

The Company conducts business in multiple currencies and, accordingly, is subject to the inherent risks associated with foreign exchange rate movements. Foreign currency-denominated assets and liabilities are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates, and income and expense items are translated at the average exchange rates during the respective periods. 

The Company uses derivative instruments to hedge cash flows related to foreign currency fluctuations. Foreign currency exchange forward contracts outstanding are part of a worldwide program to minimize foreign currency exchange operating income and balance sheet exposure by offsetting foreign currency exposures of certain future payments between the Company and various subsidiaries, suppliers or customers. The unsecured contracts are with major financial institutions. The Company may be exposed to credit loss in the event of non-performance by the contract counterparties. The Company evaluates the creditworthiness of the counterparties and does not expect default by them. Foreign currency exchange forward contracts are used to hedge commitments, such as foreign currency debt, firm purchase commitments and foreign currency cash flows for certain export sales transactions.

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Changes in the fair value of derivatives used to hedge foreign currency denominated balance sheet items are reported directly in earnings, along with offsetting transaction gains and losses on the items being hedged. Derivatives used to hedge forecasted cash flows associated with foreign currency commitments may be accounted for as cash flow hedges, as deemed appropriate, if the criteria for hedge accounting are met. Gains and losses on derivatives designated as cash flow hedges are deferred in AOCI, a separate component of equity, and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. The ineffective portion of all hedges, if any, is recognized currently in earnings.

The recognized gains and losses offset amounts recognized in cost of services and products sold principally as a result of intercompany or third-party foreign currency exposures. At March 31, 2026 and December 31, 2025, the notional amounts of foreign currency exchange forward contracts were $614.3 million and $639.0 million, respectively. These contracts are primarily denominated in British Pound Sterling and Euros and mature through October 2027.

In addition to foreign currency exchange forward contracts, the Company designates certain loans as hedges of net investments in international subsidiaries. The Company recorded a pre-tax net gain of $0.1 million for the three months ended March 31, 2026, and a pre-tax net loss of $0.6 million for the three months ended March 31, 2025 in OCI.

Interest Rate Swaps

The Company uses interest rate swaps in conjunction with certain variable rate debt issuances in order to secure a fixed interest rate. Changes in the fair value attributed to the effect of the swaps’ interest spread and changes in the credit worthiness of the counter-parties are recorded in OCI.

The Company has entered into a series of interest rate swaps that have been effective since December 2025 and are scheduled to mature in March 2028. These forward swaps have the effect of converting $300.0 million under the Term Loan from a floating interest rate to a fixed interest rate and are classified as cash flow hedges. These swaps provide fixed interest rates that range from 3.06% to 3.12% and replace the adjusted SOFR rate in the interest calculation.

Fair Value of Other Financial Instruments

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The tables below include information about the Company's revenues and operating income (loss) by reportable segment, along with significant segment expenses and other segment information, followed by a reconciliation of operating income (loss) by reporting segment to the Company's consolidated Income (loss) from continuing operations before income taxes and equity in income, for the periods presented:

						Three Months Ended March 31, 2026
(in thousands)						Harsco Environmental						Clean Earth						Harsco Rail						Total Reportable Segments						Corporate						Total
Segment Profit and Loss:
Total revenues						256,717						225,755						67,331						$	549,803					—						$	549,803
Less:
Cost of services and products sold						218,007						168,860						57,972						444,839						—						444,839
Selling, general and administrative expenses						27,943						41,013						11,758						80,714						10,742						91,456
Other segment activities (a)						738						104						798						1,640						11,075						12,715
Operating income (loss) from continuing operations						10,029						15,778						(3,197)						$	22,610					(21,817)						$	793
Plus:
Interest income																																				473
Interest expense																																				(27,833)
Facility fees and debt-related income (expense)																																				(2,294)
Defined benefit pension income (expense)																																				(3,936)
Income (loss) from continuing operations before income taxes and equity in income																																				$	(32,797)
Other Segment Information:
Depreciation						27,896						11,103						1,196						$	40,195					233						$	40,428
Amortization (b)						572						5,938						285						$	6,795					1,049						$	7,844
Capital expenditures						17,407						14,423						1,768						$	33,598					129						$	33,727

						Three Months Ended March 31, 2025
(in thousands)						Harsco Environmental						Clean Earth						Harsco Rail						Total Reportable Segments						Corporate						Total
Segment Profit and Loss:
Total revenues						243,106						234,854						69,947						$	547,907					—						$	547,907
Less:
Cost of services and products sold						202,017						173,619						49,417						425,053						—						425,053
Selling, general and administrative expenses						26,628						38,962						11,582						77,172						11,936						89,108
Other segment activities (a)						4,388						(15)						1,810						6,183						(1,698)						4,485
Operating income (loss) from continuing operations						10,073						22,288						7,138						$	39,499					(10,238)						$	29,261
Plus:
Interest income																																				454
Interest expense																																				(26,574)
Facility fees and debt-related income (expense)																																				(2,612)
Defined benefit pension income (expense)																																				(5,201)
Income (loss) from continuing operations before income taxes and equity in income																																				$	(4,672)
Other Segment Information:
Depreciation						25,509						9,620						1,032						$	36,161					281						$	36,442
Amortization (b)						540						5,845						67						$	6,452					951						$	7,403
Capital expenditures						14,094						6,652						780						$	21,526					98						$	21,624

(a) Other segment activities include amounts reflected in the captions Research and development costs, Other income (expenses), net, and certain activities reported in Cost of services and products sold on the Company's Condensed Consolidated Statements of Operations.

(b) Amortization expense in Corporate relates to the amortization of deferred financing costs.

*    Previously issued 2025 amounts have been revised due to the correction of immaterial errors, as identified in Note 1, Basis of Presentation under "Revision of Previously Issued Financial Statements".

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The Company recognizes revenues to depict the transfer of promised services and products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services and products. Service revenues include CE and the service components of HE and Rail. Product revenues include portions of HE and Rail. There are no significant inter-segment sales.

A summary of the Company's revenues by primary geographical markets as well as by key product and service groups is as follows:

						Three Months Ended
						March 31, 2026
(In thousands)						Harsco Environmental						Clean Earth												Harsco Rail												Consolidated Totals
Primary Geographical Markets (a):
North America						$	59,098					$	225,755											$	39,618											$	324,471
Western Europe						96,439						—												21,886												118,325
Latin America (b)						40,553						—												1,622												42,175
Asia-Pacific						30,357						—												4,160												34,517
Middle East and Africa						25,488						—												45												25,533
Eastern Europe						4,782						—												—												4,782
Total Revenues						$	256,717					$	225,755											$	67,331											$	549,803
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing and related logistical services						$	240,425					$	—											$	—											$	240,425
Ecoproducts						12,213						—												—												12,213
Environmental systems for aluminum dross and scrap processing						4,079						—												—												4,079
Railway track maintenance equipment						—						—												20,703												20,703
After-market parts and services; safety and diagnostic technology						—						—												28,955												28,955
Railway contracting services						—						—												17,673												17,673
Hazardous waste processing solutions						—						188,807												—												188,807
Soil and dredged materials processing and reuse solutions						—						36,948												—												36,948
Total Revenues						$	256,717					$	225,755											$	67,331											$	549,803

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						Three Months Ended
						March 31, 2025
(In thousands)						Harsco Environmental						Clean Earth												Harsco Rail												Consolidated Totals
Primary Geographical Markets (a):
North America						$	55,226					$	234,854											$	36,976											$	327,056
Western Europe						97,644						—												27,224												124,868
Latin America (b)						32,124						—												1,800												33,924
Asia-Pacific						28,564						—												3,947												32,511
Middle East and Africa						25,349						—												—												25,349
Eastern Europe						4,199						—												—												4,199
Total Revenues						$	243,106					$	234,854											$	69,947											$	547,907
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing and related logistical services						$	227,205					$	—											$	—											$	227,205
Ecoproducts						10,692						—												—												10,692
Environmental systems for aluminum dross and scrap processing						5,209						—												—												5,209
Railway track maintenance equipment						—						—												33,068												33,068
After-market parts and services; safety and diagnostic technology						—						—												22,915												22,915
Railway contracting services						—						—												13,964												13,964
Hazardous waste processing solutions						—						197,594												—												197,594
Soil and dredged materials processing and reuse solutions						—						37,260												—												37,260
Total Revenues						$	243,106					$	234,854											$	69,947											$	547,907

(a)     Revenues are attributed to individual countries based on the location of the facility generating the revenue.

(b)     Includes Mexico.

The Company may receive payments in advance of earning revenue (advances on contracts), which are included in Current portion of advances on contracts and Other liabilities on the Condensed Consolidated Balance Sheets. The Company may recognize revenue in advance of being able to contractually invoice the customer (contract assets), which is included in Current portion of contract assets and Other assets on the Condensed Consolidated Balance Sheets. Contract assets are transferred to Trade accounts receivable, net, when the right to payment becomes unconditional. Contract assets and advances on contracts are reported as a net position, on a contract-by-contract basis, at the end of each reporting period. These instances are primarily related to Rail.

The Company had contract assets totaling $75.2 million and $69.1 million at March 31, 2026 and December 31, 2025, respectively. The Company had advances on contracts totaling $9.1 million and $8.2 million at March 31, 2026 and December 31, 2025, respectively. The increase in advances on contracts is due principally to an excess of new advances over the recognition of revenue on previously received advances on contracts during the period. During the three months ended March 31, 2026, the Company recognized $4.7 million of revenue related to amounts previously included in advances on contracts. During the three months ended March 31, 2025, the Company recognized revenues of $17.6 million related to amounts previously included in advances on contracts.

The table below represents the expected fulfillment year of Company's fixed, unsatisfied performance obligations, where the expected contract duration exceeds one year, by segment, and excludes any variable fees, fixed fees subject to indexation and any performance obligations expected to be satisfied within one year:

(In thousands)						Harsco Environmental						Harsco Rail
2027						$	15,784					$	42,885
2028						13,655						35,856
2029						10,127						13,354
2030						3,132						4,324
2031						3,132						3,508
Thereafter						3,132						9,063
Total remaining performance obligations						$	48,962					$	108,990

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Rail is currently manufacturing highly-engineered equipment under significant long-term fixed-price contracts with SBB, Network Rail, and Deutsche Bahn. As previously disclosed, the Company has recognized estimated forward loss provisions related to these contracts due to several factors, such as material and labor cost inflation, supply chain delays, the bankruptcy of key vendors, increased engineering efforts and challenges encountered with homologation and commissioning of equipment.

For the Network Rail contract, no adjustment was made to the forward loss provision for the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company recorded an additional forward loss provision of $1.1 million primarily related to increased estimated engineering and manufacturing costs.

For the Deutsche Bahn contract, no adjustment was made to the forward loss provision during the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company recorded a net favorable adjustment of $13.3 million that was the result of an amendment to the contract with Deutsche Bahn which included additional pricing, as well as an extension of the delivery schedule for the machines which resulted in a reduction of the previous estimate of penalties. The increased pricing and reduction of penalties were recorded as an increase to revenue. Partially offsetting this were higher estimated material, manufacturing and engineering costs.

For the SBB contract, no adjustment was made to the forward loss provision during the three months ended March 31, 2026. For the three months ended March 31, 2025, the Company recorded an additional loss provision of $1.1 million due to an increased estimate for engineering costs and a supplier claim.

The estimated forward loss provisions represent the Company's best estimate based on currently available information. It is possible that the Company's overall estimate of liquidated damages, penalties and costs to complete these contracts may change, which could result in an additional estimated forward loss provision at such time that could be material. The Company will continue to update its estimates to complete these contracts, which will include the effect of negotiations with the customers regarding measures to improve the overall economics if the contracts, to include price increases, change orders and extensions to delivery schedules. To that extent, the Company is currently in discussions with Network Rail and has sent Network Rail a letter communicating the need to bring the negotiations to closure and summarizing various options, including a substantial revision of the contract’s economic terms or finding a mutually acceptable exit to this contract. If the Company were to exit this contract and/or other contracts, it could result in a material unfavorable impact to the Company's results of operations and cash flows.

As of March 31, 2026, the contracts with Network Rail, Deutsche Bahn and SBB are 68%, 56% and 91% complete, respectively, based on costs incurred under the cost-to-cost method to measure progress.

The Company provides assurance type warranties primarily for product sales at Rail. These warranties are typically not priced or negotiated separately (there is no option to separately purchase the warranty) or the warranty does not provide customers with a service in addition to the assurance that the product complies with agreed-upon specifications. Accordingly, such warranties do not represent separate performance obligations.

*    Previously issued 2025 amounts have been revised due to the correction of immaterial errors, as identified in Note 1, Basis of Presentation under "Revision of Previously Issued Financial Statements".

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

												Three Months Ended
												March 31
(In thousands)																		2026						2025
Employee termination benefit costs																		$	745					$	2,518
Other costs for exit activities (a)																		12,334						1,958
Asset impairments																		—						583
Net gains on sale of assets																		(218)						(768)
Other expense (income), net																		$	12,861					$	4,291

(a) Includes costs related to the planned sale of Clean Earth

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AOCI is included on the Condensed Consolidated Statements of Equity. The components of AOCI, net of the effect of income taxes, and activity for the three months ended March 31, 2026 and 2025, were as follows:

						Components of AOCI, Net of Tax
(In thousands)						Cumulative Foreign Exchange Translation Adjustments						Effective Portion of Derivatives Designated as Hedging Instruments						Cumulative Unrecognized Actuarial Losses on Pension Obligations						Unrealized Gain (Loss) on Marketable Securities						Total
Balance at December 31, 2025						$	(199,071)					$	15					$	(315,450)					$	25					$	(514,481)
OCI before reclassifications (a)(b)						(6,378)						1,912						5,493						—						1,027
Amounts reclassified from AOCI, net of tax						—						(656)						4,417						—						3,761
Total OCI						(6,378)						1,256						9,910						—						4,788
Less: OCI attributable to noncontrolling interests						(80)						—						—						—						(80)
OCI attributable to Enviri Corporation						(6,458)						1,256						9,910						—						4,708
Balance at March 31, 2026						$	(205,529)					$	1,271					$	(305,540)					$	25					$	(509,773)

						Components of AOCI, Net of Tax
						Cumulative Foreign Exchange Translation Adjustments						Effective Portion of Derivatives Designated as Hedging Instruments						Cumulative Unrecognized Actuarial Losses on Pension Obligations						Unrealized Gain (Loss) on Marketable Securities						Total
Balance at December 31, 2024						(229,257)						3,769						(311,919)						22						(537,385)
OCI before reclassifications (a)(b)						15,101						(2,824)						(8,580)						(2)						3,695
Amounts reclassified from AOCI, net of tax						—						27						4,392						—						4,419
Total OCI						15,101						(2,797)						(4,188)						(2)						8,114
Less: OCI attributable to noncontrolling interests						(367)						—						—						—						(367)
OCI attributable to Enviri Corporation						14,734						(2,797)						(4,188)						(2)						7,747
Balance at March 31, 2025						(214,523)						972						(316,107)						20						(529,638)

(a)    The cumulative amounts from foreign exchange translation and unrecognized actuarial losses on pension obligations are principally from foreign currency fluctuation.

(b)    The amounts related to the effective portion of derivatives designated as hedge instruments are due to the net change from periodic revaluations.

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Amounts reclassified from AOCI were as follows:

(In thousands)												Three Months Ended												Location on the Condensed Consolidated Statements of Operations
												March 31
																		2026												2025
Amortization of cash flow hedging instruments:
Foreign currency exchange forward contracts																		$	(422)					$	192					Product revenues
Interest rate swaps																		(449)						(117)						Interest expense
Total before income taxes																		(871)						75
Income taxes																		215						(48)
Total reclassification of cash flow hedging instruments, net of tax																		$	(656)					$	27
Amortization of defined benefit pension items (c):
Actuarial losses																		$	4,505					$	4,483					Defined benefit pension income (expense)
Prior service costs																		108						113						Defined benefit pension income (expense)
Total before income taxes																		4,613						4,596
Income taxes																		(196)						(204)
Total reclassification of defined benefit pension items, net of tax																		$	4,417					$	4,392

(c)    These AOCI components are included in the computation of net periodic pension costs. See Note 9, Employee Benefit Plans, for additional details.

*    Previously issued 2025 amounts have been revised due to the correction of immaterial errors, as identified in Note 1, Basis of Presentation under "Revision of Previously Issued Financial Statements".

On June 1, 2026, through the completion of the Transactions, Veolia acquired the Clean Earth segment for aggregate consideration of approximately $3.0 billion, subject to customary adjustments. Of the aggregate consideration, $1.3 billion was paid directly to the stockholders of CE Holdings, the former stockholders of Enviri, and the remaining $1.7 billion was paid to Enviri LLC, as successor by merger to the Company, pursuant to an intercompany note issued by CE Holdings to Enviri LLC in connection with the Reorganization. The $1.7 billion was primarily used to pay off the entirety of the outstanding balances on the Revolving Credit Facility and a portion of the Term Loan, redeem the Senior Notes in full, repay the AR Facility in connection with its termination, pay transaction expenses and retain cash to support Rail's large European engineered-to-order rail contracts.

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The accompanying unaudited Condensed Combined Financial Statements present, on a historical cost basis, the combined assets and liabilities of New Enviri, which comprises substantially all of the Harsco Environmental and Harsco Rail segments of Enviri Corporation.

These segments and the types of products and services offered include the following:

Harsco Environmental

HE is a global provider of on-site environmental services for the management of waste and byproduct streams from our customers, which includes resource recovery and recycling of waste materials, materials handling and logistical support and aluminum dross and scrap management. HE also manufactures value-added downstream products from industrial waste streams, or ecoproducts, which includes road surfacing materials, metallurgical additives, agriculture and turf products and cement additives.

Harsco Rail

Rail is a global provider of railway track maintenance equipment and services. Rail’s products include highly engineered railway track maintenance equipment, after-market parts and safety and diagnostics technology systems. In addition, Rail provides railway maintenance services to major railways, mass transit systems and equipment leasing companies.

New Enviri has prepared these unaudited Condensed Combined Financial Statements as of May 11, 2026 and in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the SEC. Accordingly, the unaudited Condensed Combined Financial Statements do not include all information and disclosure required by U.S. GAAP for annual financial statements. The December 31, 2025 Condensed Combined Balance Sheets information contained in this Quarterly Report on Form 10-Q was derived from the 2025 audited Combined Financial Statements. These unaudited Condensed Combined Financial Statements should be read in conjunction with the audited combined financial statements, including the notes thereto, included in New Enviri's Information Statement (the "Information Statement"), dated May 8, 2026, attached as Exhibit 99.1 to New Enviri's Current Report on Form 8-K furnished to the SEC on May 11, 2026. In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in these unaudited Condensed Combined Financial Statements. The operations comprising New Enviri are in two segments – HE and Rail, all of which are wholly owned by Enviri. Accordingly, Enviri’s net investment in these operations is shown in lieu of stockholders' equity in the Condensed Combined Financial Statements.

New Enviri comprises certain stand-alone reportable segments for which discrete financial information is available. As Enviri records transactions at the legal entity level, for the shared entities for which discrete financial information was not available, allocation methodologies were applied to certain accounts to allocate amounts to New Enviri as discussed further below.

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The Condensed Combined Statements of Operations include all revenues and costs directly attributable to New Enviri as well as an allocation of expenses related to facilities, functions and services provided by our Parent. These corporate expenses have been allocated to New Enviri based on direct usage or benefit, where identifiable, with the remainder allocated based on revenues or headcount. Management of New Enviri and Parent consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, New Enviri. The allocations may not, however, reflect the expense New Enviri would have incurred as a stand-alone company for the periods presented. Actual costs that would have been incurred if New Enviri had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, such as the division of shared services in corporate stewardship, legal, finance, human resources, information systems and marketing, among others. See Note 17, Relationship with Parent and Related Entities. The allocated costs are deemed to be settled by New Enviri to the Parent in the period in which the expense was recorded in the Condensed Combined Statements of Operations. The Condensed Combined Statements of Cash Flows present these corporate expenses as cash flows from operating activities, as these costs were incurred by our Parent. Current and deferred income taxes and related tax expense have been determined based on the stand-alone results of New Enviri by applying Accounting Standards Codification No. 740, Income Taxes (“ASC 740”), to New Enviri’s operations in each country as if it were a separate taxpayer (i.e., following the Separate Return Methodology).

The Condensed Combined Financial Statements include all assets and liabilities that reside in New Enviri legal entities. Assets and liabilities in shared entities were included in the stand-alone financial statements to the extent the asset is primarily used by New Enviri. If New Enviri is not the primary user of the asset or liability, it was excluded entirely from the Condensed Combined Financial Statements. The Parent uses a transaction perimeter approach to cash management and financing its operations. Accordingly, all cash and cash equivalents, related party notes payables, and related interest expense related to New Enviri have been attributed to New Enviri in the Condensed Combined Financial Statements. Any such items which exist in other entities, whether shared or otherwise, are outside of the control of New Enviri and have been excluded from the Condensed Combined Financial Statements.

Our Parent maintains various stock-based compensation plans at a corporate level. New Enviri employees participate in those programs and a portion of the compensation cost associated with those plans is included in New Enviri’s Condensed Combined Statements of Operations. Also, the stock-based compensation expense has been included within Parent company net investment on the Condensed Combined Statements of Changes in Parent Company Net Investment. The amounts presented in the Condensed Combined Financial Statements are not necessarily indicative of future awards and may not reflect the results that New Enviri would have experienced as a separate, stand-alone company. See Note 17, Relationship with Parent and Related Entities.

Our Parent’s third-party debt and the related interest have been recorded to New Enviri for all periods presented, as New Enviri is responsible for these obligations. The debt was incurred specifically for purposes related to New Enviri’s operations and is directly attributable to New Enviri. Furthermore, the legal entities within New Enviri are responsible for guaranteeing and servicing the debt, and are not jointly and severally liable for any of Parent’s other outstanding obligations.

Any transactions which have been included in the Condensed Combined Financial Statements from legal entities which are not exclusively operating as New Enviri are considered to be effectively settled in the Condensed Combined Financial Statements at the time the transaction is recorded between Parent and New Enviri. The total net effect of the settlement of these intercompany transactions is reflected in the Condensed Combined Statements of Cash Flows as a financing activity and in the Condensed Combined Balance Sheets as Parent company net investment. Other transactions between New Enviri and other Parent segments, to the extent such transactions have not been settled in cash as of the period-end date, are reflected in the Condensed Combined Balance Sheets as related party notes payables.

All of the allocations and estimates in the Condensed Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Condensed Combined Financial Statements included herein may not be indicative of the financial position, results of operations, and cash flows of New Enviri in the future or if New Enviri had been a separate, stand-alone publicly traded entity during the periods presented.

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The following accounting standards were adopted during the three months ended March 31, 2026:

New Enviri adopted a change issued by the FASB that provides an optional practical expedient for estimating future credit losses on current accounts receivable and current contract assets that arise from certain contracts with customers. The adoption of this change did not have a material impact on New Enviri's financial statements.

New Enviri adopted changes issued by the FASB, which required greater disaggregation of income tax disclosures, related to the income tax rate reconciliation and income taxes paid for each annual reporting period. New Enviri applied the new disclosure requirements prospectively to its audited combined financial statements in the Information Statement for the year ended December 31, 2025.The adoption of these changes did not have a material impact on New Enviri’s combined financial statements.

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

In December 2025, the FASB issued an update that provides authoritative guidance on the recognition, measurement and presentation of government grants received by business entities. This update defines government grants and establishes recognition criteria and disclosure requirements. This update becomes effective starting with New Enviri's annual financial statements for the year ended December 31, 2028 and includes the interim periods within each annual reporting period. Early adoption is permitted. New Enviri is currently evaluating the impact that this update will have on New Enviri's financial statements.

In November 2024, the FASB issued changes which require disaggregated disclosure of income statement expenses within the footnotes to the financial statement for each interim and annual reporting period. The changes become effective starting with New Enviri's annual financial statements for the year ended December 31, 2027 and will be in effect for New Enviri's interim financial statements after December 31, 2027. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. New Enviri is currently evaluating the impact that this change will have on its disclosures.

Accounts receivable consist of the following:

(In thousands)						March 31 2026						December 31 2025
Trade accounts receivable						$	237,688					$	229,687
Less: Allowance for expected credit losses						(9,567)						(9,624)
Trade accounts receivable, net						228,121						220,063
Other receivables (a)						$	93,272					$	88,024

(a)Other receivables include receivables held for the AR securitization purchased from the Enviri Clean Earth segment, employee receivables, insurance receivable, tax claims and refunds and other miscellaneous items not included in Trade accounts receivable, net.

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

						Three Months Ended
						March 31
(In thousands)						2026						2025
Change in provision for expected credit losses						$	90					$	106

At March 31, 2026, $7.5 million of New Enviri's trade accounts receivable were past due by twelve months or more, with $5.7 million of this amount reserved.

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Accounts Receivable Securitization Facility

In June 2022, New Enviri and its SPE entered into an AR Facility with PNC Bank, National Association ("PNC") to accelerate cash flows from trade accounts receivable. On October 1, 2024, New Enviri renewed the AR Facility for a three-year term expiring in October 2027. The maximum purchase commitment by PNC was $160.0 million, as amended in February 2025.

The total outstanding balance of trade receivables that have been sold and derecognized by the SPE was $160.0 million as of March 31, 2026 and December 31, 2025, respectively. The SPE owned $57.9 million and $47.5 million of trade receivables as of March 31, 2026 and December 31, 2025, respectively, which are included in the caption Other receivables, on the unaudited Condensed Combined Balance Sheets.

No proceeds were received from the AR Facility during the three months ended March 31, 2026. New Enviri received proceeds of $10.0 million during the three months ended March 31, 2025.

Historically, the Clean Earth segment of Enviri participated in the AR Facility and transferred Clean Earth trade receivables to the SPE. This arrangement was captured using various intercompany transactions. As Clean Earth is not a segment within New Enviri, a related party relationship exists between the businesses. Related party notes payables at March 31, 2026 and December 31, 2025 were approximately $189.0 million and $182.1 million, respectively. See Note 17, Relationship with Parent and Related Entities footnote for additional information.

Factoring Arrangements

New Enviri maintains factoring arrangements with a financial institution to sell certain accounts receivable that are also accounted for as a sale of financial assets. The following table reflects balances for net amounts sold and program capacities for the arrangements:

(In millions)						March 31 2026						December 31 2025
Net amounts sold under factoring arrangements						$	20.0					$	16.4
Program capacities						20.6						21.1

Inventories consist of the following:

(In thousands)						March 31 2026						December 31 2025
Finished goods						$	8,151					$	10,483
Work-in-process						14,809						13,679
Raw materials and purchased parts						101,549						107,056
Stores and supplies						39,996						40,500
Total inventories						$	164,505					$	171,718

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PP&E consist of the following:

(In thousands)						March 31 2026						December 31 2025
Land and improvements						$	24,318					$	24,541
Buildings and improvements						162,267						162,000
Machinery and equipment						1,481,197						1,493,339
Uncompleted construction						25,939						25,521
Gross property, plant and equipment						1,693,721						1,705,401
Less: Accumulated depreciation						(1,282,870)						(1,281,302)
Property, plant and equipment, net						$	410,851					$	424,099

The components of lease expense were as follows:

						Three Months Ended
						March 31
(In thousands)						2026						2025
Finance leases:
Depreciation expense						$	1,653					$	1,352
Interest on lease liabilities						377						334
Operating leases						3,202						3,056
Variable and short-term lease expense						8,693						7,460
Sublease income						(2)						(2)
Total lease expense						$	13,923					$	12,200

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

During the three months ended March 31, 2026, New Enviri determined that there were no events or indicators present that would indicate that it was more-likely-than-not that its reporting units' fair values were less than their carrying amounts, which would require a further interim impairment analysis. However, unfavorable economic conditions, including tariffs and continued cost inflation, could impact the New Enviri's future projected cash flows and discount rates used to estimate fair value, which could result in an impairment charge to any of the New Enviri's reporting units in a future period.

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Long-term debt consists of the following:

(In thousands)						March 31 2026						December 31 2025
Senior Secured Credit Facilities:
Term Loan						$	476,250					$	477,500
Revolving Credit Facility						557,000						526,000
5.75% Senior Notes						475,000						475,000
Other financing payable (including finance leases) in varying amounts						24,607						26,763
Total debt obligations						1,532,857						1,505,263
Less: deferred financing costs						(9,839)						(10,818)
Total debt obligations, net of deferred financing costs						1,523,018						1,494,445
Less: current maturities of long-term debt						(14,011)						(14,373)
Long-term debt						$	1,509,007					$	1,480,072

In February 2026, the Company amended its Senior Secured Credit Facilities to extend the maturity date of its $50.0 million non-extended revolving credit facility from March 10, 2026 to the earlier of (i) July 1, 2026 and (ii) the date on which the Company's Clean Earth segment is sold to Veolia in connection with the Company's Agreement and Plan of Merger, dated November 20, 2025, by and among the Company, CLEH, Inc., Enviri LLC, Veolia and Liberty Merger Sub Inc.

In November 2025, the Company entered into an amendment to the Credit Agreement to, among other things, modify certain levels of its total Net Debt to Consolidated Adjusted EBITDA ratio covenant and permit a distribution of the Company’s Clean Earth business, together with certain related transactions, including repayments of certain of the Company's existing indebtedness. The Company obtained the amendment because its forward-looking projections indicated that it may not meet the minimum level required by the net leverage coverage ratio and to allow for the strategic alternatives it is currently evaluating. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.50x for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, 5.00x for the quarter ended December 31, 2026 and 4.50x for the quarter ended March 31, 2027. After giving effect to the distribution of the Company’s Clean Earth business, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant will be set at 3.00x. New Enviri expects that it will maintain compliance with the amended covenants based on current forecasts. New Enviri capitalized $1.8 million of fees incurred related to the amendment.

In February 2025, the Company entered into an amendment to the Credit Agreement to reset the levels of its covenants, among other changes. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.00x for the quarter ended September 30, 2025, and then decreases every six months by 0.25x until reaching 4.00x for the quarter ended June 30, 2027 and thereafter. These covenants were amended as noted in the preceding paragraph. The interest coverage ratio was set to a minimum of 2.50x for each quarter ended after December 31, 2024.

The Credit Agreement imposes certain restrictions including, but not limited to, restrictions as to types and amounts of debt of liens that may be incurred by New Enviri; limitations on increases in dividend payments; limitations on repurchases of New Enviri's stock and limitations on certain acquisitions by New Enviri.

With respect to the Senior Secured Credit Facilities, the obligations of New Enviri are guaranteed by substantially all of New Enviri’s current and future wholly-owned domestic subsidiaries (“Guarantors”). All obligations under the Senior Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of New Enviri’s assets and the assets of the Guarantors.

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The Credit Agreement requires certain mandatory prepayments of the Term Loan, subject to certain exceptions, based on net cash proceeds of certain sales or distributions of assets, as well as certain casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions; net cash proceeds of any issuance of debt, excluding permitted debt issuances; and a percentage of excess cash flow, as defined by the Credit Agreement, during a fiscal year.

Facility Fees and Debt-Related Income (Expense)

The components of the Condensed Combined Statements of Operations caption Facility fees and debt-related income (expense) were as follows:

						Three Months Ended
						March 31
(In thousands)						2026						2025
Unused debt commitment and amendment fees						$	(75)					$	(188)
Securitization and factoring fees						(2,219)						(2,424)
Facility fees and debt-related income (expense)						$	(2,294)					$	(2,612)

						Three Months Ended
						March 31
Defined Benefit Pension Plans Net Periodic Pension Cost (Benefit)						U.S. Plans												International Plans
(In thousands)						2026						2025						2026						2025
Service costs						$	—					$	—					$	260					$	303
Interest costs						2,031						2,313						7,372						7,387
Expected return on plan assets						(2,287)						(2,562)						(7,804)						(6,499)
Recognized prior service costs						—						—						108						113
Recognized actuarial losses						751						785						3,754						3,698
Defined benefit pension plans net periodic pension cost (benefit)						$	495					$	536					$	3,690					$	5,002

Cash contributions to U.S. and international defined benefit pension plans totaled $0.4 million and $0.2 million for the three months ended March 31, 2026, respectively. New Enviri's estimate of expected cash contributions to be paid during the remainder of 2026 for the U.S. and international defined benefit pension plans is $1.2 million and $0.7 million, respectively.

Income tax expense from continuing operations for each of the three months ended March 31, 2026 and March 31, 2025 was $5.4 million and $3.3 million, respectively. Income tax expense for the three months ended March 31, 2026 increased compared to income tax expense for the three months ended March 31, 2025 primarily due to change in mix of income.

The reserve for uncertain tax positions on March 31, 2026 and December 31, 2025 was $2.4 million and $3.1 million, respectively, including interest and penalties. Within the next twelve months, it is reasonably possible that $0.4 million in unrecognized income tax benefits will be recognized upon settlement of tax examinations and the expiration of various statutes of limitations.

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Environmental        

New Enviri is involved in a number of environmental remediation investigations and cleanups and, along with other companies, has been identified as a potentially responsible party ("PRP") for certain byproduct disposal sites. While each of these matters is subject to various uncertainties, it is probable that New Enviri will agree to make payments toward funding certain of these activities, and it is possible that some of these matters will be decided unfavorably to New Enviri. New Enviri has evaluated its potential liability and its financial exposure is dependent upon such factors as the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the allocation of cost among potentially responsible parties, the years of remedial activity required and the remediation methods selected. 

New Enviri evaluates its liability for future environmental remediation costs on a quarterly basis. Although actual costs to be incurred at identified sites in future periods may vary from the estimates, given inherent uncertainties in evaluating environmental exposures, New Enviri does not expect that any costs that are reasonably possible to be incurred by New Enviri in connection with environmental matters in excess of the amounts accrued would have a material effect on New Enviri's financial condition, results of operations or cash flows.

The following table summarizes information related to the location and undiscounted amount of New Enviri's environmental liabilities:

(In thousands)						March 31 2026						December 31 2025
Current portion of environmental liabilities (a)						$	8,637					$	9,020
Long-term environmental liabilities						19,105						19,105
Total environmental liabilities						$	27,742					$	28,125

(a)    The current portion of environmental liabilities is included in the caption Other current liabilities on the Condensed Combined Balance Sheets.

Legal Proceedings

In the ordinary course of business, New Enviri is a defendant or party to various claims and lawsuits, including those discussed below. Unless stated otherwise below, New Enviri has not determined a loss to be probable or estimable for the legal proceedings.

On January 27, 2020, the EPA issued a Notice of Potential Liability to the Company along with several other companies, concerning the Newtown Creek Superfund Site located in Kings and Queens Counties in New York, which alleges certain facilities formerly owned or operated by subsidiaries of the Company may have resulted in the discharge of hazardous substances into Newtown Creek or its Dutch Kills tributary. The site has been subject to CERCLA response activities since approximately 2011. The EPA expects to issue a Record of Decision for the sitewide cleanup plan no sooner than 2028 and announced, in July 2021, that it would defer its decision on a potential early action response for the lower two miles of the Creek until the site-wide studies are completed. On August 28, 2024, the EPA released a proposed plan for clean up of the East Branch portion of Newtown Creek. On January 17, 2025, the EPA released its decision approving this early action remedy for the East Branch. The Company is one of 30 PRPs that have received notices, though it is believed other PRPs may exist. New Enviri vigorously contests the allegations of this notice and currently does not believe that this matter will have a material effect on New Enviri’s financial position or results from operations.

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New Enviri has had ongoing meetings with the SCE over processing salt cakes, a processing byproduct, stored at the Al Hafeerah site. New Enviri’s Bahrain operations that produced the salt cakes have ceased operations. An Environmental Impact Assessment and Technical Feasibility Study for facilities to process the salt cakes was approved by the SCE during the first quarter of 2018. Commissioning of the facilities was completed during the third quarter of 2021 and the processing of the salt cakes has commenced, with the expectation that New Enviri would be able to sell the products that resulted from the processing in an amount that would cover the processing costs. During the fourth quarter of 2024, New Enviri concluded that, despite significant commercial efforts and ongoing discussions with the SCE, it could not sufficiently recover the processing costs from these sales as it had previously estimated and, as such, recorded an additional provision of $27.2 million. During the fourth quarter of 2025, New Enviri recorded an additional provision of $5.0 million based on the current expected recovery of the processing costs, including the agreement to sell a significant quantity of processed material to a regional buyer. New Enviri is currently exploring other options to resolve this matter in a cost-effective manner, including engaging certain entities to remove the remaining salt cakes from Bahrain, subject to a suitability analysis. New Enviri's current reserve of $27.0 million at March 31, 2026 represents New Enviri's best estimate of the net costs to fully resolve this matter. New Enviri will continue to evaluate this reserve and any future change in estimated costs which could be material to New Enviri’s results of operations in any single period.

On July 27, 2018, Brazil’s Federal and Rio de Janeiro State Public Prosecution Offices (the "MPF" and "MPE", respectively) filed a Civil Public Action against CSN, one of New Enviri's customers, New Enviri’s Brazilian subsidiary, the Municipality of Volta Redonda, Brazil, and the Instituto Estadual do Ambiente, the state of Rio de Janeiro's environmental protection agency, seeking the implementation of various measures to limit and reduce the accumulation of customer-owned slag at the site in Brazil. On August 6, 2018, the 3rd Federal Court in Volta Redonda (the "Volta Redonda Court") granted the MPF and MPE an injunction against the defendants requiring, among other things, CSN and New Enviri’s Brazilian subsidiary to limit the volume of slag sent to the site. Because the customer owns the site and the slag located on the site, New Enviri believes that complying with this injunction is the steel producer’s responsibility. Nevertheless, the Volta Redonda Court issued two orders fining New Enviri and CSN for what it viewed as violations of the injunction. New Enviri appealed the fines and the underlying injunction and, beginning on March 25, 2022, the Volta Redonda Court entered a series of orders suspending the litigation proceedings and staying any additional fines and interest accruals while the parties discuss a possible resolution to the matter. The aggregate amount of fines levied against New Enviri, exclusive of interest, is approximately 32 million Brazilian reais (or approximately $6 million as of March 31, 2026). On October 5, 2024, the 3rd Volta Redonda Court determined that, as of August 1, 2024, New Enviri was not responsible for complying with the injunction because New Enviri no longer operates at the site. In May 2025, the authorities issued a settlement proposal in which CSN would perform remediation at the site and pay approximately 264 million Brazilian reais (or approximately $50 million as of March 31, 2026) and New Enviri would pay approximately 66 million Brazilian reais (or approximately $13 million as of March 31, 2026) for alleged environmental damage. New Enviri disputes that environmental damage was caused by the accumulation of slag and, as such, does not agree with the proposed payment. New Enviri and the other parties continue to discuss a potential resolution related to the portion of the authorities' claims that allegedly occurred prior to August 1, 2024. On September 30, 2025, the public prosecutors pursuing the Civil Public Action initiated a criminal proceeding before the 2nd Federal Court in Volta Redonda (the "2nd Volta Redonda Court") against CSN and New Enviri and is seeking 431 million Brazilian reais (or approximately $82 million as of March 31, 2026) from the two companies. A majority of the amount sought in this proceeding is identical to, and overlaps with, the damages sought in the Civil Public Action. The 2nd Volta Redonda Court has accepted the complaint from the public prosecutors, and both CSN and New Enviri submitted their respective defenses in January 2026. New Enviri denies that any environmental damage occurred and will defend itself vigorously. Because of multiple defenses available, including that the slag is inert and not harmful to the environment, and that the slag deposits do not belong to it, New Enviri does not believe that a loss relating to this matter is probable.

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In October 2021, New Enviri received a subpoena and two indictments before the Amsterdam District Court in the Netherlands concerning New Enviri's operations at a customer site in Ijmuiden, Netherlands. The Amsterdam Public Prosecutor’s Office ("APPO") issued two indictments against New Enviri, alleging violations in connection with dust releases and/or events alleged to have occurred in 2018 through May 2020 at the site. The action cited provisions which permit fines for the alleged infractions and sought €0.1 million in fines with a smaller amount held in abeyance. On February 2, 2022, the APPO announced that it would further investigate residents’ claims related to this matter. On February 25, 2022, the Amsterdam District Court ruled that New Enviri was liable for only one alleged violation and that this alleged violation was unintentional. The court issued a fine of €5.0 thousand, to be held in abeyance. Both New Enviri and the APPO appealed this ruling. An appellate hearing was held on July 5, 2024, with the APPO seeking €0.3 million in fines. On July 19, 2024, the Court of Appeals ruled that New Enviri was liable for two alleged intentional violations and issued a fine of €25 thousand. Both New Enviri and the APPO have appealed this ruling. On April 23, 2025, the APPO withdrew its appeal of the Court of Appeal's ruling from July 19, 2024 and New Enviri withdrew its reciprocal appeal on May 8, 2025. As such, the Court of Appeal's July 19, 2024 ruling has become final and binding. New Enviri is vigorously contesting all allegations against it and is also working with its customer to ensure the control of emissions. New Enviri has contractual indemnity rights from its customer that it believes will substantially cover any fines or penalties. Due to multiple defenses available to New Enviri, including that the majority of the alleged issues relate to the customer's operations, New Enviri does not believe a loss is probable or potentially material.

Brazilian Tax Dispute

On December 30, 2020, New Enviri received an assessment from the municipal authority in Ipatinga, Brazil, alleging $2.0 million in unpaid service taxes from the period 2015 to 2020. This dispute is currently in the collection action phase of the legal process and the amount assessed includes interest charges that may increase at statutorily determined amounts per month and are assessed on the aggregate amount of the principal and penalties. In addition, while in the collection action phase, the losing party could be subject to a charge to cover statutorily mandated legal fees, which are generally calculated as a percentage of the total assessed amounts due, inclusive of penalty and interest. After calculating the interest and penalties accrued, New Enviri estimates that the current overall potential liability for this case is approximately $7.6 million as of March 31, 2026. On July 21, 2023, New Enviri filed the last administrative appeal against the decision that maintained the assessment and a final administrative decision is still pending. Due to the multiple defenses that are available, New Enviri does not believe a loss is probable and, as a result, no loss provision has been recorded in New Enviri's Condensed Combined Financial Statements and New Enviri does not expect that any costs that are reasonably possible to be incurred by New Enviri in connection with this tax dispute would have a material adverse effect on New Enviri's financial condition, results of operations or cash flows.

New Enviri intends to continue its practice of vigorously defending itself against this tax claim under various alternatives, including judicial appeal. New Enviri will continue to evaluate its potential liability with regard to this claim on a quarterly basis; however, it is not possible to predict the ultimate outcome.

Brazilian Labor Disputes

New Enviri is subject to ongoing collective bargaining and individual labor claims in Brazil in HE which allege, among other things, New Enviri’s failure to pay required amounts for overtime and vacation at certain sites. New Enviri is vigorously defending itself against these claims; however, litigation is inherently unpredictable, particularly in foreign jurisdictions. While New Enviri does not currently expect that the ultimate resolution of these claims will have a material adverse effect on New Enviri’s combined financial condition, results of operations or cash flows, it is not possible to predict the ultimate outcome of these labor-related disputes.

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Orion Metals Mining Pty. Ltd.

On July 11, 2018, New Enviri entered into an agreement with Orion Metals Mining Pty Ltd. (“Orion”) to provide slag processing services at Orion’s Highveld facility in South Africa. On October 3, 2018, New Enviri received a demand letter from Orion, asserting that New Enviri had failed to maintain minimum monthly processing requirements in breach of said agreement. The parties entered arbitration, with Orion filing a Statement of Claim on February 15, 2019, asserting approximately $28.5 million in damages for alleged claims for misrepresentation, rescission, and breach of contract. On September 4, 2019, New Enviri counterclaimed, asserting approximately $3.4 million against Orion and its sureties for damages arising from Orion’s unlawful repudiation of the agreement. The matter thereafter became dormant, with Orion taking no action to prosecute its claims for nearly five years. In March 2025, Orion sought to revive the proceedings and its claims. On August 22, 2025, New Enviri brought a dismissal application seeking an award that Orion’s claims be dismissed for inordinate and inexcusable delay, which Orion has opposed. New Enviri vigorously contests all allegations against it. Due to the multiple defenses and counterclaims available, New Enviri does not believe a loss is probable or estimable at this time.

Asbestos Actions

New Enviri is named as one of many defendants in legal actions in the U.S. alleging personal injury from exposure to airborne asbestos over the past several decades. In their suits, the plaintiffs have named as defendants, among others, many manufacturers, distributors and installers of numerous types of equipment or products that allegedly contained asbestos.

As of March 31, 2026, there were approximately 17,000 pending asbestos personal injury actions filed against New Enviri. The vast majority of these actions were filed in the New York Supreme Court (New York County), of which the majority of such actions were on the Deferred/Inactive Docket created by the New York Supreme Court in December 2002 for all pending and future asbestos actions filed by persons who cannot demonstrate that they have a malignant condition or discernible physical impairment. A relatively small portion of cases are on the Active or In Extremis docket in New York County or on active dockets in other jurisdictions. The complaints in most of those actions generally follow a form that contains a standard demand of significant damages, regardless of the individual plaintiff's alleged medical condition, and without identifying any New Enviri product.

New Enviri will continue to vigorously defend against such claims and is confident that it will be successful in doing so. New Enviri has never been a producer, manufacturer or processor of asbestos fibers. Any asbestos-containing part of a New Enviri product used in the past was purchased from a supplier and the asbestos encapsulated in other materials such that airborne exposure, if it occurred, was not harmful and is not associated with the types of injuries alleged in the pending actions.

New Enviri has liability insurance coverage under various primary and excess policies that New Enviri believes will be available, if necessary, to substantially cover any liability that might ultimately be incurred in the asbestos actions referred to above. The costs and expenses of the asbestos actions are being paid by New Enviri's insurers.

In view of the persistence of asbestos litigation in the U.S., New Enviri expects to continue to receive additional claims in the future. New Enviri intends to continue its practice of vigorously defending these claims and cases. As of March 31, 2026, New Enviri has successfully dismissed approximately 28,500 cases by stipulation or summary judgment prior to trial.

It is not possible to predict the ultimate outcome of asbestos-related actions in the U.S. due to the unpredictable nature of this litigation, and no loss provision has been recorded in New Enviri's Condensed Combined Financial Statements because a loss contingency is not deemed probable or estimable. Despite this uncertainty, and although results of operations and cash flows for a given period could be adversely affected by asbestos-related actions, New Enviri does not expect that any costs that are reasonably possible to be incurred by New Enviri in connection with asbestos litigation would have a material adverse effect on New Enviri's financial condition, results of operations or cash flows.

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Other

New Enviri is subject to various other claims and legal proceedings covering a wide range of matters that arose in the ordinary course of business. In the opinion of management, all such matters are adequately covered by insurance or by established reserves, and, if not so covered, are without merit or are of such kind, or involve such amounts, as would not have a material adverse effect on the financial position, results of operations or cash flows of New Enviri.

Insurance liabilities are recorded when it is probable that a liability has been incurred for a particular event and the amount of loss associated with the event can be reasonably estimated. Insurance reserves have been estimated based primarily upon actuarial calculations and reflect the undiscounted estimated liabilities for ultimate losses, including claims incurred but not reported. Inherent in these estimates are assumptions that are based on New Enviri's history of claims and losses, a detailed analysis of existing claims with respect to potential value, and current legal and legislative trends. If actual claims differ from those projected by management, changes (either increases or decreases) to insurance reserves may be required and would be recorded through income in the period the change was determined. When a recognized liability has been determined to be covered by third-party insurance, New Enviri records an insurance claim receivable to reflect the covered liability. Insurance claim receivables are included in Other receivables on New Enviri's Condensed Combined Balance Sheets. See Note 3, Summary of Significant Accounting Policies in New Enviri’s audited combined financial statements for the year ended December 31, 2025, that was filed in Enviri II's Registration Statement on Form 10, as filed with the SEC on March 20, 2026, and declared effective on May 11, 2026, under Accrued Insurance and Loss Reserves, for additional information.

Derivative Instruments and Hedging Activities

New Enviri uses derivative instruments, including foreign currency exchange forward contracts and interest rate swaps to manage certain foreign currency and interest rate exposures. Derivative instruments are viewed as risk management tools by New Enviri and are not used for trading or speculative purposes. All derivative instruments are recorded on New Enviri's Condensed Combined Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether New Enviri has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged forecasted transactions in a cash flow hedge. New Enviri may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or New Enviri elects not to apply hedge accounting.

New Enviri primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, New Enviri utilizes valuation techniques that maximize the use of observable inputs, such as forward rates, interest rates, New Enviri’s credit risk and counterparties’ credit risks, and which minimize the use of unobservable inputs. New Enviri is able to classify fair value balances based on the ability to observe those inputs. Foreign currency exchange forward contracts and interest rate swaps are based upon pricing models using market-based inputs (Level 2). Model inputs can be verified and valuation techniques do not involve significant management judgment.

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The fair value of outstanding derivative contracts recorded as assets and liabilities on New Enviri's Condensed Combined Balance Sheets was as follows:

(In thousands)						Balance Sheet Location						Fair Value of Derivatives Designated as Hedging Instruments						Fair Value of Derivatives Not Designated as Hedging Instruments						Total Fair Value
March 31, 2026
Asset derivatives (Level 2):
Foreign currency exchange forward contracts						Other current assets						$	168					$	5,182					$	5,350
Interest rate swaps						Other current assets						1,661						—						1,661
Interest rate swaps						Other assets						1,162						—						1,162
Total												$	2,991					$	5,182					$	8,173
Liability derivatives (Level 2):
Foreign currency exchange forward contracts						Derivative liabilities						$	495					$	13,627					$	14,122
Total												$	495					$	13,627					$	14,122
December 31, 2025
Asset derivatives (Level 2):
Foreign currency exchange forward contracts						Other current assets						$	36					$	1,340					$	1,376
Interest rate swaps						Other current assets						887						—						887
Interest rate swaps						Other assets						313						—						313
Total												$	1,236					$	1,340					$	2,576
Liability derivatives (Level 2):
Foreign currency exchange forward contracts						Derivative liabilities						$	861					$	19,978					$	20,839
Total												$	861					$	19,978					$	20,839

All of New Enviri's derivatives are recorded on the Condensed Combined Balance Sheets at gross amounts and do not offset. All of New Enviri's interest rate swaps and certain foreign currency exchange forward contracts are transacted under ISDA documentation. Each ISDA master agreement permits the net settlement of amounts owed in the event of default. New Enviri's derivative assets and liabilities are subject to enforceable master netting arrangements, which if offset, would have resulted in a net asset of $1.2 million at March 31, 2026 and a $0.3 million net liability at December 31, 2025.

The effect of derivative instruments on New Enviri's Condensed Combined Statements of Comprehensive Income (Loss) was as follows:

Derivatives Designated as Hedging Instruments

						Gain (Loss) Recognized in OCI on Derivatives												Loss (Gain) Reclassified from AOCI into Income - Effective Portion
						Three Months Ended												Three Months Ended
						March 31												March 31
(In thousands)						2026						2025						2026						2025
Foreign currency exchange forward contracts						$	491					$	(871)					$	(422)					$	192
Interest rate swaps						2,072						(2,784)						(449)						(117)
						$	2,563					$	(3,655)					$	(871)					$	75

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The locations and amounts of gain (loss) recognized on New Enviri's Condensed Combined Statements of Operations was as follows:

						Three Months Ended
						March 31
						2026												2025
(In thousands)						Product Revenues						Interest Expense						Product Revenues						Interest Expense
Total amounts in the Condensed Combined Statement of Operations in which the effects of derivatives designated as hedging instruments are recorded						$	65,778					$	(26,687)					$	71,444					$	(25,486)
Interest rate swaps:
Gain (loss) reclassified from AOCI into income						—						449						—						117
Foreign exchange contracts:
Gain (loss) reclassified from AOCI into income						422						—						(192)						—

Derivatives Not Designated as Hedging Instruments

						Location of Gain (Loss) Recognized in Income on Derivatives (a)						Amount of Gain (Loss) Recognized in Income on Derivatives (a)
												Three Months Ended
												March 31
(In thousands)												2026						2025
Foreign currency exchange forward contracts						Cost of services and products sold						$	11,486					$	(15,156)

(a)      These gains (losses) offset other amounts recognized in cost of services and products sold principally as a result of intercompany or third party foreign currency exposures.

Foreign Currency Exchange Forward Contracts

New Enviri conducts business in multiple currencies and, accordingly, is subject to the inherent risks associated with foreign exchange rate movements. Foreign currency-denominated assets and liabilities are translated into U.S. dollars at the exchange rates existing at the respective combined balance sheet dates, and income and expense items are translated at the average exchange rates during the respective periods. 

New Enviri uses derivative instruments to hedge cash flows related to foreign currency fluctuations. Foreign currency exchange forward contracts outstanding are part of a worldwide program to minimize foreign currency exchange operating income and balance sheet exposure by offsetting foreign currency exposures of certain future payments between New Enviri and various subsidiaries, suppliers or customers. The unsecured contracts are with major financial institutions. New Enviri may be exposed to credit loss in the event of non-performance by the contract counterparties. New Enviri evaluates the creditworthiness of the counterparties and does not expect default by them. Foreign currency exchange forward contracts are used to hedge commitments, such as foreign currency debt, firm purchase commitments and foreign currency cash flows for certain export sales transactions.

Changes in the fair value of derivatives used to hedge foreign currency denominated balance sheet items are reported directly in earnings, along with offsetting transaction gains and losses on the items being hedged. Derivatives used to hedge forecasted cash flows associated with foreign currency commitments may be accounted for as cash flow hedges, as deemed appropriate, if the criteria for hedge accounting are met. Gains and losses on derivatives designated as cash flow hedges are deferred in AOCI, a separate component of equity, and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. The ineffective portion of all hedges, if any, is recognized currently in earnings.

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The recognized gains and losses offset amounts recognized in cost of services and products sold principally as a result of intercompany or third-party foreign currency exposures. At March 31, 2026 and December 31, 2025, the notional amounts of foreign currency exchange forward contracts were $614.3 million and $639.0 million, respectively. These contracts are primarily denominated in British Pound Sterling and Euros and mature through October 2027.

In addition to foreign currency exchange forward contracts, New Enviri designates certain loans as hedges of net investments in international subsidiaries. New Enviri recorded a pre-tax net gain of $0.1 million for the three months ended March 31, 2026 and a pre-tax net loss of $0.6 million for the three months ended March 31, 2025 in OCI.

Interest Rate Swaps

New Enviri uses interest rate swaps in conjunction with certain variable rate debt issuances in order to secure a fixed interest rate. Changes in the fair value attributed to the effect of the swaps’ interest spread and changes in the credit worthiness of the counter-parties are recorded in OCI.

The Company has entered into a series of interest rate swaps that have been effective since December 2025 and are scheduled to mature in March 2028. These forward swaps have the effect of converting $300.0 million under the Term Loan from a floating interest rate to a fixed interest rate and are classified as cash flow hedges. These swaps provide fixed interest rates that range from 3.06% to 3.12% and replace the adjusted SOFR rate in the interest calculation.

Fair Value of Other Financial Instruments

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The tables below include information about New Enviri's revenues and operating income (loss) by reportable segment, along with significant segment expenses and other segment information, followed by a reconciliation of operating income (loss) by reporting segment to New Enviri's combined Income (loss) from continuing operations before income taxes and equity in income, for the periods presented:

						Three Months Ended March 31, 2026
(in thousands)						Harsco Environmental						Harsco Rail						Total Reportable Segments						Corporate						Total
Segment Profit and Loss:
Total revenues						$	256,717					$	67,331					$	324,048					$	—					$	324,048
Less:
Cost of services and products sold						218,007						57,972						275,979						—						275,979
Selling, general and administrative expenses (c)						31,968						13,019						44,987						(396)						44,591
Other segment activities (a)						738						798						1,536						11,075						12,611
Operating income (loss) from continuing operations						6,004						(4,458)						1,546						(10,679)						$	(9,133)
Plus:
Interest income																														458
Interest expense																														(26,687)
Facility fees and debt-related income (expense)																														(2,294)
Defined benefit pension income (expense)																														(3,937)
Income (loss) from continuing operations before income taxes and equity in income																														$	(41,593)
Other Segment Information:
Depreciation						27,896						1,196						29,092						233						$	29,325
Amortization (b)						572						285						857						1,049						$	1,906
Capital expenditures						17,407						1,768						19,175						129						$	19,304

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						Three Months Ended March 31, 2025
(in thousands)						Harsco Environmental						Harsco Rail						Total Reportable Segments						Corporate						Total
Segment Profit and Loss:
Total revenues						$	243,106					$	69,947					$	313,053					$	—					$	313,053
Less:
Cost of services and products sold						202,017						49,417						251,434						—						251,434
Selling, general and administrative expenses (c)						30,598						12,736						43,334						(146)						43,188
Other segment activities (a)						4,388						1,810						6,198						(1,698)						4,500
Operating income (loss) from continuing operations						6,103						5,984						12,087						1,844						$	13,931
Plus:
Interest income																														454
Interest expense																														(25,486)
Facility fees and debt-related income (expense)																														(2,612)
Defined benefit pension income (expense)																														(5,193)
Income (loss) from continuing operations before income taxes and equity in income																														$	(18,906)
Other Segment Information:
Depreciation						25,509						1,032						26,541						281						$	26,822
Amortization (b)						540						67						607						951						$	1,558
Capital expenditures						14,094						780						14,874						98						$	14,972

(a) Other segment activities include amounts reflected in the captions Research and development costs, Other income (expenses), net, and certain activities reported in Cost of services and products sold on New Enviri's Condensed Combined Statements of Operations.

(b) Amortization expense in Corporate relates to the amortization of deferred financing costs.

(c) Selling, general and administrative expenses by segment differ from amounts reflected in the historical Enviri combined financial statements due to the full allocation of corporate costs in the Combined Financial Statements. See Note 17, Relationship with Parent and Related Entities for additional information.

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New Enviri recognizes revenues to depict the transfer of promised services and products to customers in an amount that reflects the consideration New Enviri expects to receive in exchange for those services and products. There are no significant inter-segment sales.

A summary of New Enviri's revenues by primary geographical markets as well as by key product and service groups is as follows:

						Three Months Ended
						March 31, 2026
(In thousands)						Harsco Environmental						Harsco Rail						Combined Totals
Primary Geographical Markets (a):
North America						$	59,098					$	39,618					$	98,716
Western Europe						96,439						21,886						118,325
Latin America (b)						40,553						1,622						42,175
Asia-Pacific						30,357						4,160						34,517
Middle East and Africa						25,488						45						25,533
Eastern Europe						4,782						—						4,782
Total Revenues						$	256,717					$	67,331					$	324,048
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing and related logistical services						$	240,425					$	—					$	240,425
Ecoproducts						12,213						—						12,213
Environmental systems for aluminum dross and scrap processing						4,079						—						4,079
Railway track maintenance equipment						—						20,703						20,703
After-market parts and services; safety and diagnostic technology						—						28,955						28,955
Railway contracting services						—						17,673						17,673
Total Revenues						$	256,717					$	67,331					$	324,048

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						Three Months Ended
						March 31, 2025
(In thousands)						Harsco Environmental						Harsco Rail						Combined Totals
Primary Geographical Markets (a):
North America						$	55,226					$	36,976					$	92,202
Western Europe						97,644						27,224						124,868
Latin America (b)						32,124						1,800						33,924
Asia-Pacific						28,564						3,947						32,511
Middle East and Africa						25,349						—						25,349
Eastern Europe						4,199						—						4,199
Total Revenues						$	243,106					$	69,947					$	313,053
Key Product and Service Groups:
Environmental services related to resource recovery for metals manufacturing and related logistical services						$	227,205					$	—					$	227,205
Ecoproducts						10,692						—						10,692
Environmental systems for aluminum dross and scrap processing						5,209						—						5,209
Railway track maintenance equipment						—						33,068						33,068
After-market parts and services; safety and diagnostic technology						—						22,915						22,915
Railway contracting services						—						13,964						13,964
Total Revenues						$	243,106					$	69,947					$	313,053

(a)Revenues are attributed to individual countries based on the location of the facility generating the revenue.

(b) Includes Mexico.

New Enviri may receive payments in advance of earning revenue (advances on contracts), which are included in Other current liabilities and Other liabilities on the Condensed Combined Balance Sheets. New Enviri may recognize revenue in advance of being able to contractually invoice the customer (contract assets), which is included in Other current assets on the Condensed Combined Balance Sheets. Contract assets are transferred to Trade accounts receivable, net, when the right to payment becomes unconditional. Contract assets and advances on contracts are reported as a net position, on a contract-by-contract basis, at the end of each reporting period. These instances are primarily related to Rail.

New Enviri had contract assets totaling $75.2 million and $69.1 million at March 31, 2026 and December 31, 2025, respectively. New Enviri had advances on contracts totaling $9.1 million and $8.2 million at March 31, 2026 and December 31, 2025, respectively. The increase in advances on contracts is due principally to an excess of new advances over the recognition of revenue on previously received advances on contracts during the period. During the three months ended March 31, 2026, New Enviri recognized $4.7 million of revenue related to amounts previously included in advances on contracts. During the three months ended March 31, 2025, New Enviri recognized revenues of $17.6 million related to amounts previously included in advances on contracts.

The table below represents the expected fulfillment year of New Enviri's fixed, unsatisfied performance obligations, where the expected contract duration exceeds one year, by segment, and excludes any variable fees, fixed fees subject to indexation and any performance obligations expected to be satisfied within one year:

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(In thousands)						Harsco Environmental						Harsco Rail
2027						$	15,784					$	42,885
2028						13,655						35,856
2029						10,127						13,354
2030						3,132						4,324
2031						3,132						3,508
Thereafter						3,132						9,063
Total remaining performance obligations						$	48,962					$	108,990

Rail is currently manufacturing highly-engineered equipment under large long-term fixed-price contracts with SBB, Network Rail, and Deutsche Bahn. As previously disclosed, New Enviri has recognized estimated forward loss provisions related to these contracts due to several factors, such as material and labor cost inflation, supply chain delays, the bankruptcy of key vendors, increased engineering efforts and challenges encountered with homologation and commissioning of equipment.

For the Network Rail contract, no adjustment was made to the forward loss provision for the three months ended March 31, 2026. During the three months ended March 31, 2025, New Enviri recorded an additional forward loss provision of $1.1 million primarily related to increased estimated engineering and manufacturing costs.

For the Deutsche Bahn contract, no adjustment was made to the forward loss provision during the three months ended March 31, 2026. During the three months ended March 31, 2025, New Enviri recorded a net favorable adjustment of $13.3 million that was the result of an amendment to the contract with Deutsche Bahn which included additional pricing, as well as an extension of the delivery schedule for the machines which resulted in a reduction of the previous estimate of penalties. The increased pricing and reduction of penalties were recorded as an increase to revenue. Partially offsetting this were higher estimated material, manufacturing and engineering costs.

For the SBB contract, no adjustment was made to the forward loss provision during the three months ended March 31, 2026. For the three months ended March 31, 2025, New Enviri recorded an additional loss provision of $1.1 million due to an increased estimate for engineering costs and a supplier claim.

The estimated forward loss provisions represent New Enviri's best estimate based on currently available information. It is possible that New Enviri's overall estimate of liquidated damages, penalties and costs to complete these contracts may change, which could result in an additional estimated forward loss provision at such time that could be material. New Enviri will continue to update its estimates to complete these contracts, which will include the effect of negotiations with the customers regarding measures to improve the overall economics of the contracts, to include price increases, change orders and extensions to delivery schedules. To that extent, New Enviri is currently in discussions with Network Rail and has sent Network Rail a letter communicating the need to bring the negotiations to closure and summarizing various options, including a substantial revision of the contract’s economic terms or finding a mutually acceptable exit to this contract. If New Enviri were to exit this contract and/or other contracts, it could result in a material unfavorable impact to New Enviri's results of operations and cash flows.

As of March 31, 2026, the contracts with Network Rail, Deutsche Bahn and SBB are 68%, 56% and 91% complete, respectively, based on costs incurred under the cost-to-cost method to measure progress.

New Enviri provides assurance type warranties primarily for product sales at Rail. These warranties are typically not priced or negotiated separately (there is no option to separately purchase the warranty) or the warranty does not provide customers with a service in addition to the assurance that the product complies with agreed-upon specifications. Accordingly, such warranties do not represent separate performance obligations.

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

						Three Months Ended
						March 31
(In thousands)						2026						2025
Employee termination benefit costs						$	670					$	2,438
Other costs for exit activities (a)						12,270						1,958
Asset impairments						—						583
Net gains on sale of assets						(218)						(768)
Other (income) expenses, net						$	12,722					$	4,211

(a) Includes costs related to the planned sale of Clean Earth

Historically, New Enviri has been managed and operated in the normal course of business consistent with other affiliates of Enviri. Accordingly, certain shared costs have been allocated to New Enviri and are reflected as expenses in the Condensed Combined Financial Statements. The expenses reflected on the Condensed Combined Financial Statements may not be indicative of the actual expenses that would have incurred during the periods presented if New Enviri historically operated as a separate, stand-alone company. In addition, the expenses reflected in the Condensed Combined Financial Statements may not be indicative of expenses that New Enviri could incur in the future.

All significant intercompany transactions between New Enviri and the Parent that have not been historically cash settled are deemed to be intercompany financing transactions and are treated as contributions from or distributions to the Parent. All intercompany accounts, profits and transactions among New Enviri’s combined entities have been eliminated.

Related Party Receivables and Notes Payables

The Related party notes payables of $189.0 million and $182.1 million as of March 31, 2026 and December 31, 2025, respectively, consist of balances entirely related to the AR Facility detailed in Note 4, Trade Accounts Receivables and Other Receivables. The Related party receivable account has no balance as of March 31, 2026 and December 31, 2025. As the counterparty of these related party transactions is under common control, there is a right of offset as treasury can move cash between entities to settle balances as needed to execute the cash management strategies of New Enviri.

Allocation of Corporate Costs

The Condensed Combined Financial Statements include corporate costs incurred by the Parent for services provided to or on behalf of New Enviri, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, shared services, executive expenses and corporate initiatives. These costs consist of allocated cost pools and direct costs.

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These costs have been attributed to New Enviri directly when identifiable, with the remainder allocated on the basis of revenues or headcount. Management of New Enviri considers these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, New Enviri. These allocations may not, however, reflect the expense New Enviri would have incurred as a separate, stand-alone company for the periods presented. Actual costs that may have been incurred if New Enviri had been a separate, stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

Total general corporate expenses incurred by Parent that are allocated to New Enviri in the Condensed Combined Statements of Operations for the three months ended March 31, 2026 and 2025 were as follows:

						Three Months Ended March 31
(In thousands)						2026						2025
Selling, general and administrative expenses						$	11,896					$	11,768
Total allocated costs						$	11,896					$	11,768

Stock-Based Compensation

Enviri maintains several stock-based incentive plans (collectively, the “Plans”) for the benefit of certain of its officers, directors, and employees, including the employees of New Enviri. The following disclosures below represent our portion of the Plans maintained by Enviri in which our employees participated. All awards granted under the Plans consist of Enviri common shares. Accordingly, the amounts presented are not necessarily indicative of future performance and do not necessarily reflect the results that New Enviri would have experienced as a separate, stand-alone company for the periods presented.

Stock-based compensation expense includes expense attributable to New Enviri based on awards and terms previously granted to New Enviri’s employees (“Direct Employees”) and an allocation of the Parent’s corporate and shared functional employee (“Shared Employees”) expenses. Total costs charged to New Enviri related to employee participation in the incentive plans were $1.2 million and $2.2 million during the three months ended March 31, 2026 and 2025, respectively. These charges are included within the Selling, general and administrative expenses and are presented in the following table:

						Three Months Ended March 31
(In thousands)						2026						2025
Amount Recorded for Direct Employees						$	328					$	819
Amount Allocated for Shared Employees						851						1,400
Total Stock-Based Compensation						$	1,179					$	2,219

Additionally, the Board of Directors approves the granting of PSUs to officers and certain key employees that may be earned based on the Company's total shareholder return over the three-year performance period. For 2025, a portion of the PSUs that were granted are to be settled in cash and are, therefore, accounted for as a liability with changes in value recorded through earnings at the end of each reporting period and is included in Other liabilities on New Enviri's Condensed Combined Balance Sheets. PSUs granted prior to 2025 did not have an option for cash payment. Total compensation expense related to cash-settled PSUs was $0.6 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

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AOCI is included on the Condensed Combined Statements of Changes in Parent Company Net Investment. The components of AOCI, net of the effect of income taxes, and activity for the three months ended March 31, 2026 and 2025 were as follows:

						Components of AOCI, Net of Tax
(In thousands)						Cumulative Foreign Exchange Translation Adjustments						Effective Portion of Derivatives Designated as Hedging Instruments						Cumulative Unrecognized Actuarial Losses on Pension Obligations						Unrealized Gain (Loss) on Marketable Securities						Total
Balance at December 31, 2025						$	(204,315)					$	329					$	(305,419)					$	25					$	(509,380)
OCI before reclassifications (a)(b)						(5,005)						2,576						5,494						—						3,065
Amounts reclassified from AOCI, net of tax												(871)						4,613						—						3,742
Total OCI						(5,005)						1,705						10,107						—						6,807
Less: OCI attributable to noncontrolling interests						(80)						—						—						—						(80)
OCI attributable to New Enviri						(5,085)						1,705						10,107						—						6,727
Balance at March 31, 2026						$	(209,400)					$	2,034					$	(295,312)					$	25					$	(502,653)

						Components of AOCI, Net of Tax
(In thousands)						Cumulative Foreign Exchange Translation Adjustments						Effective Portion of Derivatives Designated as Hedging Instruments						Cumulative Unrecognized Actuarial Losses on Pension Obligations						Unrealized Gain (Loss) on Marketable Securities						Total
Balance at December 31, 2024						$	(229,880)					$	5,084					$	(303,288)					$	22					$	(528,062)
OCI before reclassifications (a)(b)						13,155						(3,715)						(8,530)						(2)						908
Amounts reclassified from AOCI, net of tax						—						75						4,596						—						4,671
Total OCI						13,155						(3,640)						(3,934)						(2)						5,579
Less: OCI attributable to noncontrolling interests						(367)						—						—						—						(367)
OCI attributable to New Enviri						12,788						(3,640)						(3,934)						(2)						5,212
Balance at March 31, 2025						$	(217,092)					$	1,444					$	(307,222)					$	20					$	(522,850)
(a) Principally foreign currency fluctuation.
(b) Principally net change from periodic revaluations

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Amounts reclassified from AOCI were as follows:

(In thousands)						Three Months Ended												Location on the Condensed Combined Statements of Operations
						March 31
						2026						2025
Amortization of cash flow hedging instruments:
Foreign currency exchange forward contracts						$	(422)					$	192					Product revenues
Interest rate swaps						(449)						(117)						Interest expense
Total before income taxes						(871)						75
Income taxes						—						—
Total reclassification of cash flow hedging instruments						$	(871)					$	75
Amortization of defined benefit pension items(c):
Actuarial losses						$	4,505					$	4,483					Defined benefit pension income (expense)
Prior service costs						108						113						Defined benefit pension income (expense)
Total before income taxes						4,613						4,596
Income taxes						—						—
Total reclassification of defined benefit pension items						$	4,613					$	4,596
(c) These AOCI components are included in the computation of net periodic pension costs. See Note 10, Employee Benefit Plans, for additional details.

These Condensed Combined Financial Statements are derived from the condensed consolidated financial statements of Enviri, which issued its quarterly financial statements for the quarterly period ended March 31, 2026 on May 11, 2026. Accordingly, New Enviri has evaluated recognizable subsequent events through the date of May 11, 2026 and non-recognizable subsequent events through June 8, 2026, the date these Condensed Combined Financial Statements were available for issuance.

On June 1, 2026, through the Transactions, Enviri completed the sale of the Clean Earth segment to Veolia for approximately 3.0 billion, subject to customary adjustments. Of the aggregate consideration, 1.3 billion was paid directly to the stockholders of CE Holdings, the former stockholders of Enviri, and the remaining 1.7 billion was paid directly to Enviri LLC, as successor by merger to the Company, pursuant to an intercompany note issued by CE Holdings to Enviri LLC in connection with the Reorganization. The 1.7 billion was primarily used to pay off the entirety of the outstanding balances on the Revolving Credit Facility and a portion of the Term Loan, redeem the Senior Notes in full, repay the AR Facility in connection with its termination, pay transaction expenses and retain cash to support Rail's large European engineered-to-order rail contracts.

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ATTACHMENTS / EXHIBITS

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XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

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