Enviri (NVRI) Proxy Filing summary

Executive summary

• Announced proposed sale of Clean Earth business to Veolia Environnement S.A., with transaction expected to close mid-year 2026.

• 2025 marked as a transformative year, with record performance in Clean Earth and Harsco Environmental achieving its highest quarterly earnings.

• Harsco Rail focused on right-sizing to market conditions and managing exposure.

• Revenues for 2025 were modestly lower year-over-year, with Clean Earth growth offset by declines in other segments.

• Adjusted EBITDA for 2025 declined 14% YoY, with adjusted diluted loss per share of $0.60, excluding $91M in unusual items.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed sale of Clean Earth and the contemplated spin-off of New Enviri.

• Proxy materials and registration statements will be filed and mailed to shareholders for voting decisions.

Board of directors and corporate governance

• Directors and executive officers may be deemed participants in the proxy solicitation for the proposed transaction.

• Information on director and executive officer interests, compensation, and share ownership will be included in the proxy statement.