Enviri Corp
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
NVRI$23.85+2.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0002104052-26-000128
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0002104052-26-000143
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 130 previous paragraphs and 134 current paragraphs.
86 unchanged; 39 reworded; 9 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
On August 10, 2026, the Company entered into a definitive agreement with GBM to sell all project-related assets related to the Deutsche Bahn contract, including inventory and intellectual property, to GBM for up to €37.5 million, or $42.5 million at September 30, 2026, payable over three installments. During the three months ended September 30, 2026, the Company recognized a gain of €7.0 million, or $7.9 million, in Other expense (income), net in the Company's Consolidated Statements of Operations related to the receipt of the first installment, which is non-refundable. The remaining consideration of €30.5 million, or $34.6 million at September 30, 2026, is payable upon satisfaction of certain conditions and remains subject to adjustment under the agreement with GBM and will be recognized once these conditions are met, which is currently expected in the fourth quarter of 2026 for the second installment and in the first half of 2027 for the third installment.
Current report
•An increase in sales from ecoproducts due to higher demand during the three and nine months ended September 30, 2026 resulted in an increase in operating income of $2.6 million and $3.6 million, respectively, when compared to the same periods in the prior year.
Current report
•The three months ended September 30, 2026 included the favorable adjustment of $11.5 million related to the agreement with Deutsche Bahn executed in October 2026 and the release of the performance bond obligation, as discussed further above in Executive Overview.
Current report
•The three and nine months ended September 30, 2026 included the gain of $7.9 million from GBM for the sale of all project-related assets related to the Deutsche Bahn contract, as discussed further above in Executive Overview.
Current report
•A favorable impact to operating income of $4.6 million and $5.1 million for the three and nine months ended September 30, 2026, respectively, when compared to the same periods in the prior year, resulting principally from lower cost inflation for inventories valued on a last-in, first-out basis.
Current report
SG&A for the three months ended September 30, 2026 increased by $4.0 million, or 7.8%, when compared to the three months ended September 30, 2025. SG&A for the nine months ended September 30, 2026 was relatively consistent with the nine months ended September 30, 2025, decreasing by $0.4 million, or 0.2%. The increase during the three months ended September 30, 2026 was principally due to higher professional fees of $2.3 million, primarily as a result of Corporate costs incurred to support and execute certain of the Company's long-term strategies, as well as higher net compensation costs of $1.7 million, mainly by HE and Rail from bonus expense.
Current report
SG&A during the nine months ended September 30, 2026 included decreases that primarily included $2.4 million in reduced net compensation costs, contributed mainly by Corporate, $1.4 million in lower travel-related expenses in HE, Rail and Corporate and $1.0 million in decreased professional fees, mainly as a result of Corporate costs incurred in 2025 to support and execute certain of the Company's long-term strategies. These SG&A decreases were partially offset by an unfavorable change in the provision for expected credit losses of $3.2 million, primarily due to the HE recovery of a previously reserved trade accounts receivable during the nine months ended September 30, 2025. In addition, SG&A was negatively impacted by the effect of foreign currency, primarily in HE and Rail, by $2.2 million during the nine months ended September 30, 2026.
Current report
Other Expense (Income), Net
Current report
(a) Includes the $7.9 million gain from the GBM transaction during the three months ended September 30, 2026.
Removed paragraphs (5)
Previous report
On August 10, 2026, the Company entered into a definitive agreement with Gleisbaumechanik Brandenburg GmbH ("GBM"), a manufacturing partner on the Deutsche Bahn contract, to sell all assets related to the contract, including inventory and intellectual property, to GBM. Future consideration, if any, received from GBM for the asset sale would be recorded as income by the Company in the period the consideration is realized.
Previous report
•An increase in sales from after-market parts due to higher demand during the three months ended June 30, 2026 from the three months ended June 30, 2025 increased operating by $1.7 million.
Previous report
•A decrease of $3.3 million in operating income due to lower volumes from railway contracting services during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Previous report
SG&A for the three and six months ended June 30, 2026 decreased by $4.7 million, or 8.8%, and $4.4 million, or 4.2%, from the three and six months ended June 30, 2025. The decrease was mainly driven by lower compensation costs of $4.6 million and $3.9 million for the three and six months ended months ended June 30, 2026, when compared to the same periods in 2025, primarily in Corporate due to lower stock-based compensation expense due to the timing of vesting of certain grants and the issuance of new grants. In addition, there was a decrease in professional fees of $1.0 million and $3.2 million during the three and six months ended June 30, 2026, when compared to the same periods in 2025, primarily as a result of Corporate costs incurred in 2025 to support and execute certain of the Company's long-term strategies. Partially offsetting these increases was an unfavorable change in the provision for expected credit losses of $2.2 million for both the three and six months ended June 30, 2026, due to the HE recovery of a previously reserved trade accounts receivable during the three months ended June 30, 2025.
Previous report
Other (Income) Expenses, Net
Reworded paragraphs (39)
Previous wording
CE Holdings, which holds Clean Earth, and the Company entered into a Transition Services Agreement on June 1, 2026, pursuant to which the Company provides certain services to CE Holdings on an interim, transitional basis. The services provided will include finance, legal, human resources, information technology, facilities and other general and administrative functions. The Transition Services Agreement specifies the fees payable for these services. The Transition Services Agreement will terminate on the expiration of the term of the last service provided under it, which is up to twelve months following the closing of the Merger.
Current wording
CE Holdings, which holds Clean Earth, and the Company entered into a Transition Services Agreement on June 1, 2026 (the "Transition Services Agreement"), pursuant to which the Company provides certain services to CE Holdings on an interim, transitional basis. The services provided include finance, legal, human resources, information technology, facilities and other general and administrative functions. The Transition Services Agreement specifies the fees payable for these services. The Transition Services Agreement will terminate on the expiration of the term of the last service provided under it, which is up to twelve months following the closing of the Merger.
Previous wording
Notwithstanding the legal form of the Spin-Off described elsewhere in this Quarterly Report on Form 10-Q, the Company is treated as the “accounting spinnor” of CE Holdings and is the “accounting successor” to Legacy Enviri for accounting and financial reporting purposes. Therefore, the historical financial statements of the Company, with respect to periods prior to June 1, 2026, have been represented by the historical financial statements of Legacy Enviri and the results of Clean Earth are reported as discontinued operations, in accordance with Accounting Standards Codification ("ASC") 205-20, Discontinued Operations. As such, the Company's Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 have been recast to reflect the after tax operating results of CE. In addition, certain costs related to the Transactions, interest expense related to the portion of the Company's total debt that was required to be repaid on June 1, 2026 and fees related to the Company's AR Facility that was required to be terminated at the closing of the Transactions, are also reflected in Income (loss) from discontinued operations, net of tax. CE's assets and liabilities have been reclassified as held-for-sale in the Company's Consolidated Balance Sheets as of December 31, 2025, which were previously classified as held-for-use.
Current wording
Notwithstanding the legal form of the Spin-Off described elsewhere in this Quarterly Report on Form 10-Q, the Company is treated as the “accounting spinnor” of CE Holdings and is the “accounting successor” to Legacy Enviri for accounting and financial reporting purposes. Therefore, the historical financial statements of the Company, with respect to periods prior to June 1, 2026, have been represented by the historical financial statements of Legacy Enviri and the results of Clean Earth are reported as discontinued operations, in accordance with Accounting Standards Codification ("ASC") 205-20, Discontinued Operations. As such, the Company's Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 have been recast to reflect the after tax operating results of CE. In addition, certain costs related to the Transactions, interest expense related to the portion of the Company's total debt that was required to be repaid on June 1, 2026 and fees related to the Company's AR Facility that was required to be terminated at the closing of the Transactions, are also reflected in Income (loss) from discontinued operations, net of tax. CE's assets and liabilities have been reclassified as held-for-sale in the Company's Consolidated Balance Sheets as of December 31, 2025, which were previously classified as held-for-use.
Previous wording
The Company's operations from continuing operations consist of two reportable segments: Harsco Environmental and Harsco Rail. HE operates primarily under long-term contracts, providing critical environmental services and material processing to the global steel and metals industries, including zero waste solutions for manufacturing byproducts within the metals industry. Rail is a provider of highly engineered maintenance equipment, after-market parts and safety and diagnostic systems and contracting solutions, which support railroad and transit customers worldwide.
Current wording
The Company's continuing operations consist of two reportable segments: Harsco Environmental and Harsco Rail. HE operates primarily under long-term contracts, providing critical environmental services and material processing to the global steel and metals industries, including zero waste solutions for manufacturing byproducts within the metals industry. Rail is a provider of highly engineered maintenance equipment, after-market parts and safety and diagnostic systems and contracting solutions, which support railroad and transit customers worldwide.
Previous wording
Rail had been manufacturing engineered-to-order ("ETO") equipment under significant long-term fixed-price contracts with SBB, Network Rail and Deutsche Bahn. In June 2026, the Company informed Network Rail that it had ceased all activities relating to its ETO contract to build stoneblower rail maintenance vehicles, and the associated manufacturing facilities have been closed. Also, in June 2026, the Company ceased all activities relating to its ETO contract to deliver utility track vehicles with Deutsche Bahn. As a result of these actions, the Company recorded a loss of $207.4 million during the quarter ended June 30, 2026, which includes the non-cash impairment charges of $40.5 million related to net contract assets, $21.5 million of inventory and $12.9 million of prepaid balances specific to the projects, as well as an estimated incremental liability of approximately $133 million to address future obligations related to these contracts. Of this loss, $136.5 million was recorded as a reduction to Product revenues and $70.9 million to Costs of products sold in the Condensed Consolidated Statements of Operations.
Current wording
Rail had been manufacturing engineered-to-order ("ETO") equipment under significant long-term fixed-price contracts with SBB, Network Rail and Deutsche Bahn. In June 2026, the Company informed Network Rail that it had ceased all activities relating to its ETO contract to build stoneblower rail maintenance vehicles, and the associated manufacturing facilities have been closed. Also, in June 2026, the Company ceased all activities relating to its ETO contract to deliver utility track vehicles with Deutsche Bahn. As a result of these actions, the Company recorded a loss of $207.4 million during the three months ended June 30, 2026, which includes non-cash impairment charges of $40.5 million related to net contract assets, $21.5 million of inventory and $12.9 million of prepaid balances specific to the projects, as well as an estimated incremental liability of approximately $133 million to address future obligations related to these contracts. In October 2026, the Company executed an agreement with Deutsche Bahn to end this contract. As a result, the Company returned approximately $73 million of advance payments previously received, which had been accrued, and was released from all obligations under the contract, including the related performance bonds. In connection with the release from the performance bond obligation, the Company recorded a favorable adjustment of $11.5 million to Cost of products sold - Rail contract exit-related adjustments during the three months ended September 30, 2026. Of the cumulative net loss recorded, $136.5 million was recorded during the nine months ended September 30, 2026 as a reduction to Product revenues - Rail contract exit-related adjustments and $(11.5) million and $59.4 million were recorded during the three and nine months ended September 30, 2026, respectively, to Cost of products sold - Rail contract exit-related adjustments in the Condensed Consolidated Statements of Operations.
Previous wording
Through the proceeds from the CE Holdings Note set aside in the Company's initial balance sheet subsequent to the closing of the Transactions, the Company has sufficient cash available to settle any cash payments required to exit these contracts.
Current wording
Through the proceeds from the CE Holdings Note set aside in the Company's initial balance sheet subsequent to the closing of the Transactions, the Company has sufficient cash available to settle any future cash payments required as a result of exiting these contracts.
Previous wording
The Company's Total revenues and Operating income (loss) from continuing operations were impacted by the following significant items during the three and six months ended June 30, 2026 and 2025:
Current wording
The Company's Total revenues and Operating income (loss) from continuing operations were impacted by the following significant items during the three and nine months ended September 30, 2026 and 2025:
Previous wording
The following factors contributed to the changes in operating income (loss) during the three and six months ended June 30, 2026:
Current wording
The following factors contributed to the changes in operating income (loss) during the three and nine months ended September 30, 2026:
Previous wording
•Higher revenues from environmental service contracts during the three and six months ended June 30, 2026, when compared with the three and six months ended June 30, 2025, from overall service levels at certain sites, partially offset by an unfavorable service mix and higher costs at certain sites, including higher fuel costs.
Current wording
•Higher revenues from environmental service contracts during the three and nine months ended September 30, 2026, when compared with the three and nine months ended September 30, 2025, from overall service levels at certain sites, net of the impact from new and lost contracts and partially offset by an unfavorable service mix and higher costs at certain sites, including higher fuel costs.
Previous wording
•The three months ended June 30, 2025 included a property, plant and impairment ("PP&E") charge of $7.4 million related to a site exit in Europe, which did not reoccur during the three months ended June 30, 2026.
Current wording
•The nine months ended September 30, 2025 included a property, plant and equipment impairment ("PP&E") charge of $7.4 million related to a site exit in Europe, which did not reoccur during the nine months ended September 30, 2026.
Previous wording
•The three months and six months ended June 30, 2026 included higher net gains from the sale of assets of $2.5 million and $1.9 million, respectively, when compared to the three and six months ended June 30, 2025.
Current wording
•The nine months ended September 30, 2026 included higher net gains from the sale of assets of $2.1 million when compared to the nine months ended September 30, 2025.
Previous wording
•Selling, general and administrative expenses ("SG&A") were negatively impacted by changes to the Company's provision for expected credit losses by $2.2 million and $2.3 million during the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025, primarily due to the recovery of a previously reserved trade accounts receivable during the three months ended June 30, 2025 that did not repeat in 2026.
Current wording
•An increase in selling, general and administrative expenses ("SG&A") negatively impacted operating income by $2.7 million and $4.2 million during the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, primarily due to higher compensation costs of $1.9 million for both periods and an increase in the change in the Company's provision for expected credit losses of $0.9 million and $3.2 million, respectively, which was principally driven by the recovery of a previously reserved trade accounts receivable during the nine months ended September 30, 2025 that did not repeat in 2026.
Previous wording
•The three months ended June 30, 2026 included $2.3 million of additional expense related to employer payroll taxes arising from the accelerated vesting of the Company's long-term incentive plan equity awards ("LTIP") for certain employees as a result of the closing of the Transactions on June 1, 2026, which did not occur during the three months ended June 30, 2025.
Current wording
•The nine months ended September 30, 2026 included $2.4 million of additional expense related to employer payroll taxes arising from the accelerated vesting of the Company's long-term incentive plan equity awards ("LTIP") for certain employees as a result of the closing of the Transactions on June 1, 2026, which did not occur during the nine months ended September 30, 2025.
Previous wording
(a) Due to the Company's decision to exit its long-term contracts with Network Rail and Deutsche Bahn during the three and six months ended June 30, 2026 for the manufacturing of certain equipment, as referenced above in Executive Overview.
Current wording
(a) Due to the Company's decision to exit its long-term contracts with Network Rail and Deutsche Bahn during the nine months ended September 30, 2026 for the manufacturing of certain equipment, as referenced above in Executive Overview.
Previous wording
(b) Due to an amendment to the Deutsche Bahn contract during the six months ended June 30, 2025, as referenced in Note 18, Revenues in Item I. Financial Statements.
Current wording
(b) Due to an amendment to the Deutsche Bahn contract during the nine months ended September 30, 2025, as referenced in Note 18, Revenues in Item I. Financial Statements.
Previous wording
The following factors contributed to the changes in operating income (loss) during the three and six months ended June 30, 2026:
Current wording
The following factors contributed to the changes in operating income (loss) during the three and nine months ended September 30, 2026:
Previous wording
•The three and six months ended June 30, 2025 included a loss related to the net change in forward estimated loss provisions of $15.9 million and $5.4 million, respectively, related to the Company's Network Rail, Deutsche Bahn and SBB contracts, which did not reoccur during the three and six months ended June 30, 2026. See Note 18, Revenues in Part I. Financial Statements for further discussions.
Current wording
•The three and nine months ended September 30, 2025 included a loss related to the net change in forward estimated loss provisions of $1.6 million and $7.0 million, respectively, related to the Company's Network Rail, Deutsche Bahn and SBB contracts, which did not reoccur during the three and nine months ended September 30, 2026.
Previous wording
•A total net loss of $207.4 million recognized during the three months ended June 30, 2026 related to the Company's decision to exit its contracts with Network Rail and Deutsche Bahn, which includes the impairment of net contract assets, inventory and prepaid balances specific to the projects, as well as an estimated incremental liability to address future obligations related to these contracts.
Current wording
•A total net loss of $195.9 million recognized during the nine months ended September 30, 2026 related to the Company's decision to exit its contracts with Network Rail and Deutsche Bahn, which includes the impairment of net contract assets, inventory and prepaid balances specific to the projects, as well as an estimated incremental liability to address future obligations related to these contracts.
Previous wording
•An increase in costs from employee termination benefits and other related costs pertaining to restructuring activities of $7.4 million and $7.8 million during the three and six months ended June 30, 2026, when compared to the three and six months ended June 30, 2025, principally as a result of the Company's decision to exit the Network Rail and Deutsche Bahn contracts, as discussed above, as well as to streamline operations.
Current wording
•An increase in costs from employee termination benefits and other related costs pertaining to restructuring activities of $6.2 million during the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025, principally as a result of the Company's decision to exit the Network Rail and Deutsche Bahn contracts, as discussed above, as well as to streamline operations.
Previous wording
Operating income (loss) from continuing operations was negatively impacted by costs of $26.2 million and $27.6 million during the three and six months ended June 30, 2026, respectively, related to the Transactions that closed on June 1, 2026. These amounts include employee termination benefit costs, including change-in-control payments to former management and retention payments, of $14.3 million for both the three and six months ended June 30, 2026, incremental stock-based compensation related to the accelerated vesting on LTIP's issued to certain employees and related costs of $10.2 million for both the three and six months ended June 30, 2026 and other transaction costs of $1.3 million and $2.7 million for the three and six months ended June 30, 2026, respectively. These unfavorable impacts were partially offset by decreases in SG&A for $5.9 million and $7.0 million for the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. SG&A decreased in the three and six months ended June 30, 2026 primarily due to lower compensation costs from the prior year, including stock-based compensation expense.
Current wording
Operating income (loss) from continuing operations was negatively impacted by costs of $3.4 million and $30.9 million during the three and nine months ended September 30, 2026, respectively, related to the Transactions that closed on June 1, 2026. These amounts include employee termination benefit costs, including change-in-control payments to former management and retention costs, of $3.0 million and $17.3 million for the three and nine months ended September 30, 2026, respectively, incremental stock-based compensation related to the accelerated vesting of LTIP's issued to certain employees and related costs of $10.2 million for the nine months ended September 30, 2026 and other transaction costs of $0.4 million and $3.2 million for the three and nine months ended September 30, 2026, respectively. These unfavorable impacts were partially offset by decreases in SG&A of $7.3 million for the nine months ended September 30, 2026, when compared to the same period in 2025. SG&A decreased in the nine months ended September 30, 2026 primarily due to lower net compensation costs from the prior year, including stock-based compensation expense.
Previous wording
Revenues for the three and six months ended June 30, 2026 decreased by $128.6 million, or 40.7%, and $117.6 million, or 18.7%, from the three and six months ended June 30, 2025. Foreign currency translation increased revenues by $1.9 million and $18.5 million during the three and six months ended June 30, 2026, respectively, compared with the same periods in the prior year. Refer to the discussion of segment results above for information pertaining to factors impacting revenues.
Current wording
Revenues for the three months ended September 30, 2026 were relatively consistent with the three months ended September 30, 2025, increasing by $0.3 million, or 0.1%, from the three months ended September 30, 2025. Revenues for the nine months ended September 30, 2026 decreased by $117.4 million, or 12.3%, from the nine months ended September 30, 2025. Foreign currency translation decreased revenues by $0.5 million and increased revenues by $18.0 million during the three and nine months ended September 30, 2026, respectively, compared with the same periods in the prior year. Refer to the discussion of segment results above for information pertaining to factors impacting revenues.
Previous wording
Cost of services and products sold for the three and six months ended June 30, 2026 increased by $62.3 million, or 22%, and $86.6 million, or 16.2%, from the three and six months ended June 30, 2025, respectively. The changes in cost of services and products sold were attributable to the following significant items:
Current wording
Cost of services and products sold for the three months ended September 30, 2026 decreased by $26.2 million, or 9.5%, when compared to the three months ended September 30, 2025. Cost of services and products sold for the nine months ended September 30, 2026 increased by $60.4 million, or 7.5%, from the nine months ended September 30, 2025. The changes in cost of services and products sold were attributable to the following significant items:
Previous wording
(a) Excludes the adjustments to revenue related to the Company's decision to exit its Network Rail and Deutsche contracts.
Current wording
(a) Excludes the adjustments to revenue related to the Company's decision to exit its Network Rail and Deutsche Bahn contracts.
Previous wording
(c) Includes Network Rail, Deutsche Bahn and SBB contracts during the three and six months ended June 30, 2025.
Current wording
(c) Includes Network Rail, Deutsche Bahn and SBB contracts during the three and nine months ended September 30, 2025.
Previous wording
(a) Includes costs related to the Transactions. For the three and six months ended, this included employee termination benefit costs, including change-in-control payments to former management and retention payments of $14.3 million for both periods, accelerated stock-based compensation expense, including employer payroll taxes of $12.5 million for both periods and certain transaction costs of $1.3 million and $2.7 million, respectively.
Current wording
(b) Includes costs related to the Transactions. For the three and nine months ended September 30, 2026, this included employee termination benefit costs, including change-in-control payments to former management and retention payments of $3.0 million and $17.3 million, respectively, and certain transaction costs of $0.5 million and $3.2 million, respectively. The nine months ended September 30, 2026 also included accelerated stock-based compensation expense, including employer payroll taxes of $12.6 million.
Previous wording
Interest expense during the three and six months ended June 30, 2026 decreased by $0.5 million and $0.7 million, compared with the three and six months ended June 30, 2025. This decrease is mainly driven by lower interest rates charged on the Senior Secured Credit Facilities during the three and six months ended June 30, 2026, when compared to the three and six months ended June 30, 2025.
Current wording
Interest expense during the three and nine months ended September 30, 2026 decreased by $1.1 million and $1.8 million, compared with the three and nine months ended September 30, 2025. This decrease is mainly driven by the lower balance outstanding, as well as a reduction in interest rates charged on the Company's Term Loan during the three and nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 2025.
Previous wording
Defined benefit pension expense was $3.9 million and $7.9 million for the three and six months ended June 30, 2026, respectively, compared with $5.6 million and $10.8 million for the three and six months ended June 30, 2025, respectively. This expense decrease is primarily related to a higher expected rate of return on plan assets in the current year, compared to 2025.
Current wording
Defined benefit pension expense was $3.9 million and $11.8 million for the three and nine months ended September 30, 2026, respectively, compared with $5.5 million and $16.2 million for the three and nine months ended September 30, 2025, respectively. This expense decrease is primarily related to a higher expected rate of return on plan assets in the current year, compared to 2025.
Previous wording
Income tax expense from continuing operations for the three and six months ended June 30, 2026 was $40.5 million and $45.7 million, compared to $0.9 million and $4.3 million income tax benefit for the three and six months ended June 30, 2025. The change is primarily due to $34.0 million of tax expense related to the deferred tax asset write-off in the U.S. as a result of Clean Earth divestiture during the three and six months ended June 30, 2026, which did not occur during the three and six months ended June 30, 2025. Additionally, no tax benefit was recorded on the total net loss of $207.4 million recognized during the three and six months ended June 30, 2026 related to the Company's decision to exit its contracts with Network Rail and Deutsche Bahn, as well as on the costs of $28.3 million and $29.7 million during the three and six months ended June 30, 2026, respectively, related to the closing of the Transactions on June 1, 2026.
Current wording
Income tax expense from continuing operations for the three and nine months ended September 30, 2026 was $7.8 million and $53.5 million, respectively, compared to an income tax benefit of $0.8 million and $5.1 million for the three and nine months ended September 30, 2025, respectively. The change during the three months ended September 30, 2026 is primarily due to business improvement in both HE and Rail. The change during the nine months ended September 30, 2026 is primarily due to $34.0 million of tax expense related to the deferred tax asset write-off in the U.S. as a result of the Transactions, which did not occur during the nine months ended September 30, 2025, along with business improvement in both HE and Rail. Additionally, no tax benefit was recorded on the total net loss of $195.9 million recognized during the nine months ended September 30, 2026 related to the Company's decision to exit its contracts with Network Rail and Deutsche Bahn, as well as on the $33.3 million of Transaction-related costs incurred during the nine months ended September 30, 2026.
Previous wording
Loss from continuing operations was $296.8 million and $320.0 million for the three and six months ended June 30, 2026, respectively, compared to $44.7 million and $50.0 million for the three and six months ended June 30, 2025, respectively. The primary drivers for these changes are noted above.
Current wording
Income (loss) from continuing operations was $6.4 million and $(313.6) million for the three and nine months ended September 30, 2026, respectively, compared to Loss from continuing operations of $21.2 million and $71.2 million for the three and nine months ended September 30, 2025, respectively. The primary drivers for these changes are noted above.
Previous wording
Loss from discontinued operations was $91.9 million and $108.2 million for the three and six months ended June 30, 2026, respectively, compared to income from discontinued operations of $2.2 million and $4.8 million for the three and six months ended June 30, 2025. The unfavorable change during the six months ended June 30, 2026 was primarily driven by costs incurred with the closing of the Transactions on June 1, 2026, which totaled $73.0 million and $84.0 million for the three and six months ended June 30, 2026. The year-over-year change was also impacted by lower operating results for CE and higher expense related to the accelerated stock-based compensation expense and retention payments for CE employees, partially offset by lower interest expense allocated to discontinued operations.
Current wording
Loss from discontinued operations was $1.4 million and $109.6 million for the three and nine months ended September 30, 2026, respectively, compared to income from discontinued operations of $0.2 million and $4.9 million for the three and nine months ended September 30, 2025. The unfavorable change during the nine months ended September 30, 2026 was primarily driven by the closing of the Transactions on June 1, 2026, which included costs totaling $85.0 million for the nine months ended September 30, 2026. The year-over-year change was also impacted by lower operating results for CE prior to the closing of the Transactions and higher expense related to the accelerated stock-based compensation expense and retention payments for CE employees, partially offset by lower interest expense allocated to discontinued operations.
Previous wording
Total other comprehensive income was $15.0 million and $19.7 million for the three and six months ended June 30, 2026, respectively, compared to total other comprehensive income of $9.0 million and $17.1 million for the three and six months ended June 30, 2025. For the three months ended June 30, 2026, the primary driver of this increase was the fluctuation of the U.S. dollar against certain currencies, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations, when compared to the fluctuation of the U.S. dollar against certain currencies during the three months ended June 30, 2025, as well as a favorable change in the valuation of the Company's interest rate swaps. For the six months ended June 30, 2026, the primary driver of the increase was the favorable change in the valuation of the Company's interest rate swaps, partially offset by the fluctuation of the U.S. dollar against certain currencies, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations, when compared to the fluctuation of the U.S. dollar against certain currencies during the six months ended June 30, 2025.
Current wording
Total other comprehensive income was $5.1 million and $24.9 million for the three and nine months ended September 30, 2026, respectively, compared to total other comprehensive income of $1.9 million and $19.0 million for the three and nine months ended September 30, 2025. For the three months ended September 30, 2026, the primary driver of this increase was the fluctuation of the U.S. dollar against certain currencies, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations, when compared to the fluctuation of the U.S. dollar against certain currencies during the three months ended September 30, 2025, as well as a favorable change in the valuation of the Company's interest rate swaps. For the nine months ended September 30, 2026, the primary driver of the increase was the favorable change in the valuation of the Company's interest rate swaps, partially offset by the fluctuation of the U.S. dollar against certain currencies, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations, when compared to the fluctuation of the U.S. dollar against certain currencies during the nine months ended September 30, 2025.
Previous wording
During the second quarter of 2026, there were significant impacts to the Company’s cash flows as a result of the Transactions. The Company received $1.7 billion of proceeds from the Transactions which were used to repay a significant portion of the Company’s debt, repurchase all of the receivables sold under the AR Facility and pay transaction-related costs. In addition, a portion of the proceeds were set aside to support the significant long-term contracts in Rail, including the exit of the Network Rail and Deutsche Bahn contracts. The Revolving Credit Facility’s capacity was reduced to $152.0 million to reflect the requirements of the ongoing business. The Company currently expects to have sufficient financial liquidity and borrowing capacity to support the strategies within each of its businesses. The Company also expects operational and business needs to be met by cash provided by operations, supplemented with borrowings from time-to-time, principally under the Senior Secured Credit Facilities, and by cash proceeds from asset sales. The Company expects the Senior Secured Credit Facilities to be fully available based on continued compliance with the related covenants based on its current outlook.
Current wording
During the nine months ended September 30, 2026, there were significant impacts to the Company’s cash flows as a result of the Transactions. The Company received $1.7 billion of proceeds from the Transactions which were used to repay a significant portion of the Company’s debt, repurchase all of the receivables sold under the AR Facility and pay transaction-related costs. In addition, a portion of the proceeds were set aside to support the significant long-term contracts in Rail, including the exit of the Network Rail and Deutsche Bahn contracts. The Revolving Credit Facility’s capacity was reduced to $152.0 million to reflect the requirements of the ongoing business. The Company currently expects to have sufficient financial liquidity and borrowing capacity to support the strategies within each of its businesses. The Company also expects operational and business needs to be met by cash provided by operations, supplemented with borrowings from time-to-time, principally under the Senior Secured Credit Facilities, and by cash proceeds from asset sales. The Company expects the Senior Secured Credit Facilities to be fully available based on continued compliance with the related covenants based on its current outlook.
Previous wording
Net cash (used) provided by operating activities — Net cash used by operating activities for the six months ended June 30, 2026 was $275.4 million, a decrease in cash flows of $304.0 million from the six months ended June 30, 2025, due to lower cash net income and a net unfavorable change in working capital. The unfavorable change in cash net income is due principally to costs related to the Transactions, as well as the loss related to the exits of the Network Rail and Deutsche Bahn contracts. The unfavorable working capital changes during the six months ended June 30, 2026 were principally attributable to the $160.0 million repurchase of receivables under the Company's AR Facility and the timing of payments for accounts payable, including the payment of accrued costs for the Transactions. These unfavorable working capital changes were partially offset by decreases to working capital, which were primarily the result of the Company's decision to exit certain contracts in Rail and included the estimated incremental liability to address future obligations related to these contracts.
Current wording
Net cash (used) provided by operating activities — Net cash used by operating activities for the nine months ended September 30, 2026 was $282.3 million, a decrease in cash flows of $345.3 million from the nine months ended September 30, 2025, due to lower cash net income and a net unfavorable change in working capital. The unfavorable change in cash net income is due principally to costs related to the Transactions, as well as the loss related to the exits of the Network Rail and Deutsche Bahn contracts. The unfavorable working capital changes during the nine months ended September 30, 2026 were principally attributable to the $160.0 million repurchase of receivables under the Company's AR Facility, the timing of accounts receivable, primarily in HE, and the timing of payments for accounts payable, including the payment of accrued costs for the Transactions. These unfavorable working capital changes were partially offset by decreases to working capital, which were primarily the result of the Company's decision to exit certain contracts in Rail and included the estimated incremental liability to address future obligations related to these contracts.
Previous wording
Net cash (used) provided by investing activities — Net cash provided by investing activities during the six months ended June 30, 2026 was $1.6 billion, compared to net cash used by investing activities of $61.2 million during the six months ended June 30, 2025. The increase was driven primarily by the proceeds from the $1.7 billion CE Holdings Note received upon the closing of the Transactions during the six months ended June 30, 2026. Net cash was also favorably impacted by a $5.1 million net favorable change of net proceeds received from the settlement of foreign currency forward exchange contracts, and $3.3 million in higher cash received from the sale of assets, primarily by HE, during the six months ended June 30, 2026. These net inflows were partially offset by a $25.0 million deposit paid in order to secure commercial commitments for certain Rail contracts paid during the six months ended June 30, 2026, which did not occur in 2025, and a $7.7 million increase in payments for capital expenditures during the six months ended June 30, 2026, when compared to the six months ended June 30, 2025, primarily by CE and HE. The net cash provided by investing activities was principally used to repay the Company's total debt, as further discussed below, as well as to fund net cash used by operating activities, such as the repurchase of receivables under the AR Facility.
Current wording
Net cash (used) provided by investing activities — Net cash provided by investing activities during the nine months ended September 30, 2026 was $1.6 billion, compared to net cash used by investing activities of $91.0 million during the nine months ended September 30, 2025. The increase was driven primarily by the proceeds from the $1.7 billion CE Holdings Note received upon the closing of the Transactions during the nine months ended September 30, 2026. Net cash was also favorably impacted by a $5.7 million net favorable change of net proceeds received from the settlement of foreign currency forward exchange contracts and $5.7 million in higher cash received from the sale of assets, primarily by HE. These net inflows were partially offset by a $25.0 million deposit paid in order to secure commercial commitments for certain Rail contracts paid during the nine months ended September 30, 2026, which did not occur in 2025. The net cash provided by investing activities was principally used to repay the Company's total debt, as further discussed below, as well as to fund net cash used by operating activities, such as the repurchase of receivables under the AR Facility.
Previous wording
Net cash (used) provided by financing activities — Net cash used during the six months ended June 30, 2026 was $1.2 billion, compared with net cash provided of $54.1 million in the six months ended June 30, 2025, which was primarily due to higher net repayments of the Company's total debt of $1.2 billion during the six months ended June 30, 2026, as well as an increase in employee tax payments for stock based compensation of $36.6 million during the six months ended June 30, 2026, as a significant portion of the increase was due to the Transactions. A payment for the settlement of certain stock appreciation rights of $16.5 million was also paid during the six months ended June 30, 2026, as a result of the Transactions.
Current wording
Net cash (used) provided by financing activities — Net cash used during the nine months ended September 30, 2026 was $1.2 billion, compared with net cash provided of $66.5 million in the nine months ended September 30, 2025, which was primarily due to higher net repayments of the Company's total debt of $1.2 billion during the nine months ended September 30, 2026, as well as an increase in employee tax payments for stock based compensation of $38.5 million, in which the increase was principally due to the Transactions, during the nine months ended September 30, 2026. A payment for the settlement of certain stock appreciation rights of $16.5 million was also made during the nine months ended September 30, 2026, as a result of the Transactions.
Previous wording
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. As a result of this amendment and the distribution of Legacy Enviri's Clean Earth business, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 3.00x for the quarter ended June 30, 2026 and for each quarter thereafter. The Company expects that it will maintain compliance with the amended covenants based on current forecasts.
Current wording
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. As a result of this amendment and the distribution of Legacy Enviri's Clean Earth business, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 3.00x for the quarter ended June 30, 2026 and for each quarter thereafter, inclusive of the quarter ended September 30, 2026. The Company expects that it will maintain compliance with the amended covenants based on current forecasts.
Previous wording
At June 30, 2026, as calculated pursuant to the Credit Agreement, the Company was in compliance with these covenants, as the total net debt to Consolidated Adjusted EBITDA ratio was 1.94x, compared to the permitted maximum ratio of 3.00x, and total Interest Coverage Ratio was 4.60x, compared to the permitted minimum ratio of 2.50x. Based on balances and covenants in effect at June 30, 2026, the Company could increase net debt by $160.5 million and remain in compliance with these debt covenants. Alternatively, Consolidated Adjusted EBITDA could decrease by $53.5 million or interest expense could increase by $27.6 million and the Company would remain in compliance with these covenants at June 30, 2026.
Current wording
At September 30, 2026, as calculated pursuant to the Credit Agreement, the Company was in compliance with these covenants, as the Total Net Debt to Consolidated Adjusted EBITDA ratio was 1.93x, compared to the permitted maximum ratio of 3.00x, and total Interest Coverage Ratio was 4.79x, compared to the permitted minimum ratio of 2.50x. Based on balances and covenants in effect at September 30, 2026, the Company could increase Net Debt by $163.0 million and remain in compliance with these debt covenants. Alternatively, Consolidated Adjusted EBITDA could decrease by $54.3 million or interest expense could increase by $29.1 million and the Company would remain in compliance with these covenants at September 30, 2026.
Previous wording
During the six months ended June 30, 2025, the Company received $10.0 million in proceeds from the AR Facility. No proceeds were received from the AR Facility during the six months ended June 30, 2026.
Current wording
During the nine months ended September 30, 2025, the Company received $10.0 million in proceeds from the AR Facility. No proceeds were received from the AR Facility during the nine months ended September 30, 2026.
Previous wording
At June 30, 2026, the Company's consolidated cash and cash equivalents included $108.9 million held by non-U.S. subsidiaries and approximately 4.3% of the Company's consolidated cash and cash equivalents had regulatory restrictions that would preclude the transfer of funds with and among subsidiaries. Non-U.S. subsidiaries also held $40.1 million of cash and cash equivalents in consolidated strategic ventures. The strategic venture agreements may require strategic venture partner approval to transfer funds with and among subsidiaries. While the Company's remaining non-U.S. cash and cash equivalents can be transferred with and among subsidiaries, the majority of these non-U.S. cash balances will be used to support the ongoing working capital needs and continued growth of the Company's non-U.S. operations.
Current wording
At September 30, 2026, the Company's consolidated cash and cash equivalents included $113.0 million held by non-U.S. subsidiaries and approximately 5.1% of the Company's consolidated cash and cash equivalents had regulatory restrictions that would preclude the transfer of funds with and among subsidiaries. Non-U.S. subsidiaries also held $43.4 million of cash and cash equivalents in consolidated strategic ventures. The strategic venture agreements may require strategic venture partner approval to transfer funds with and among subsidiaries. While the Company's remaining non-U.S. cash and cash equivalents can be transferred with and among subsidiaries, the majority of these non-U.S. cash balances will be used to support the ongoing working capital needs and continued growth of the Company's non-U.S. operations.
Previous wording
During the year ended December 31, 2025, in connection with the Company's contracts with certain customers, the Company's contingent commercial commitments were updated, in which the terms of the updated agreement with the issuing bank required cash collateral totaling $20.7 million to be maintained until the contingent commercial commitments are released. During the six months ended June 30, 2026, $6.2 million of this cash collateral was released back to the Company. In addition, as a result of the Transactions, the Company was required to provide an additional $34.4 million of cash collateral to the issuing bank for the contingent commercial commitments during the six months ended June 30, 2026. These balances are classified as Restricted Cash on the Company's Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025.
Current wording
During the year ended December 31, 2025, in connection with the Company's contracts with certain customers, the Company's contingent commercial commitments were updated, in which the terms of the updated agreement with the issuing bank required cash collateral totaling $20.7 million to be maintained until the contingent commercial commitments are released. During the nine months ended September 30, 2026, $6.2 million of this cash collateral was released back to the Company. In addition, as a result of the Transactions, the Company was required to provide an additional $34.4 million of cash collateral to the issuing bank for the contingent commercial commitments during the nine months ended September 30, 2026. These balances are classified as Restricted Cash on the Company's Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025. As part of the agreement with Deutsche Bahn executed in October 2026 to end the ETO contract for the track utility vehicles, $48.9 million of restricted cash will no longer be restricted.