Enviri Corp

ENVIRI II CORPORATION

FORM 10-Q

INDEX

Explanatory Note

As further described below, on June 1, 2026, the transactions contemplated by the Separation Agreement and the Merger Agreement were completed, and New Enviri is now a separate, publicly traded company that holds the Harsco Environmental and Rail segments. See “Glossary” for the definition of certain capitalized terms used in this Quarterly Report on Form 10-Q.

On November 20, 2025, Enviri, as defined below (also the "Parent"), entered into definitive agreements with Veolia Environnement S.A., a French société anonyme (“Veolia”), for the sale of Enviri’s Clean Earth segment and the distribution of Enviri’s Harsco Environmental and Rail segments, including (i) an Agreement and Plan of Merger, dated as of November 20, 2025 (the “Merger Agreement”), by and among Enviri, CE Holdings, Enviri LLC, Veolia and Liberty Merger Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Veolia (“Merger Sub”), and (ii) a Separation Agreement, dated as of November 20, 2025 (the “Separation Agreement”), by and among Enviri, CE Holdings, Veolia and New Enviri.

On June 1, 2026, the following series of transactions occurred:

•Pursuant to Section 251(g) of the Delaware General Corporation Law, Enviri merged with and into Enviri LLC, with Enviri LLC being the surviving entity of such merger, and each outstanding share of common stock, par value $1.25 per share, of Enviri (“Enviri Common Stock”) was exchanged for one share of common stock, par value $1.25 per share, of CE Holdings (“CE Holdings Common Stock”) (the “Holding Company Merger”);

•CE Holdings and its subsidiaries, including Enviri LLC and New Enviri, effected a reorganization (the “Reorganization”), resulting in (i) CE Holdings holding the Clean Earth segment and owning all of the outstanding shares of common stock, par value $0.00001 per share, of New Enviri (“New Enviri Common Stock”), (ii) New Enviri owning all of the equity interests of Enviri LLC, and (iii) Enviri LLC holding the Harsco Environmental and Rail segments; and

•CE Holdings distributed all of the outstanding shares of New Enviri Common Stock to the stockholders of CE Holdings (the former stockholders of Enviri), on a pro rata basis (the “Distribution”) and, together with the Reorganization, the “Spin-Off”), at a ratio of one share of New Enviri Common Stock for every three shares of CE Holdings Common Stock held by them immediately after the effective time of the Holding Company Merger.

Immediately following the Spin-Off, Merger Sub merged with and into CE Holdings, with CE Holdings surviving as an indirect wholly owned subsidiary of Veolia (the “Merger”).

Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to “New Enviri,” the “Company,” “we,” “us” or “our” mean Enviri II Corporation, renamed Enviri Corporation on June 2, 2026, a Delaware corporation, and its direct and indirect subsidiaries after giving effect to the Spin-Off.

Basis of Presentation

New Enviri is the registrant and the financial reporting entity following the completion of the Transactions, as defined below. Enviri, which was merged into Enviri LLC, with Enviri LLC surviving, no longer exists as a separate company following the completion of the Transactions.

Notwithstanding the legal form of the Spin-Off described above, the Spin-Off is being treated as a reverse spin-off for accounting and financial reporting purposes in accordance with ASC 505-60, Spinoffs and Reverse Spinoffs. This treatment is primarily a result of the size of New Enviri, the legal spinee, relative to CE Holdings, the legal spinnor, and because Merger Sub merged with and into CE Holdings immediately following the Distribution, no members of corporate senior management of Enviri were retained by CE Holdings following the Distribution and the Merger occurred immediately after the Spin-Off. As a result, New Enviri is considered the accounting spinnor of CE Holdings.

We have also determined that Enviri represents the accounting predecessor to New Enviri and New Enviri represents the accounting successor to Enviri. Therefore, this Quarterly Report on Form 10-Q includes certain historical consolidated financial and other data for Enviri and certain supplemental historical combined financial and other data for New Enviri, a business of Enviri Corporation. Financial statements of New Enviri have not been included in this Quarterly Report on Form 10-Q as it was a wholly owned subsidiary of Enviri prior to the Spin-Off. Consequently, stand-alone financial statements have not historically been prepared for New Enviri.

For periods following the period covered by this report (March 31, 2026), the historical financial statements of New Enviri, with respect to periods prior to June 1, 2026, will be represented by the historical financial statements of Enviri and the Clean Earth Business will be reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations.

Enviri’s historical results are not representative of the results that New Enviri would have achieved as a separate, publicly traded company nor indicative of the results expected for any future period. In addition, the supplemental unaudited condensed combined financial statements are being provided for illustrative purposes only, are not indicative of New Enviri’s future performance and do not reflect what New Enviri’s results would have been had New Enviri operated as a separate, publicly traded company during the periods presented.

Enviri Information

On May 11, 2026, Enviri filed a Quarterly Report on Form 10-Q for the period covered by this report (March 31, 2026). Except as otherwise indicated or unless the context otherwise requires, the information included in this Quarterly Report on Form 10-Q about Enviri, including in the Enviri unaudited condensed consolidated financial statements and the Enviri Management’s Discussion and Analysis of Financial Condition and Results of Operations, is provided as of May 11, 2026. As a result, such information presents historical information about Enviri prior to the completion of the Transactions and includes the Clean Earth Business that is not part of New Enviri.

New Enviri Information

Although this Quarterly Report on Form 10-Q covers the period prior to the completion of the Transactions (March 31, 2026), except as otherwise indicated or unless the context otherwise requires, the information included in this Quarterly Report on Form 10-Q about New Enviri assumes the completion of the Transactions.

Glossary of Defined Terms

Several terms are used in this Quarterly Report on Form 10-Q, which are further defined below: