The stock is likely to face downward pressure due to declining core earnings and weak guidance for the remaining business. Traders should monitor the progress of the Clean Earth sale and spin-off, as the transaction's success is critical to unlocking value. The continued deterioration in the Harsco Rail segment is a significant risk factor.
Price Chart
Executive Summary
Enviri Corp (NVRI) filed a DEFA14A proxy statement related to the proposed $3 billion sale of its Clean Earth business to Veolia Environnement S.A. and the spin-off of Harsco Environmental and Harsco Rail into a new standalone company (New Enviri). The filing accompanies fourth quarter and full year 2025 results, which show declining headline financials: full-year revenue down to $2.24 billion from $2.34 billion, GAAP loss from continuing operations widened to $160 million from $120 million, and Adjusted EBITDA fell to $275 million from $318 million. The company guides for New Enviri's 2026 Adjusted EBITDA to be modestly below 2025 levels, primarily due to continued weakness in the Harsco Rail segment.
Key Facts
- Filing is a DEFA14A proxy statement for the proposed $3 billion sale of Clean Earth to Veolia and the spin-off of Harsco Environmental and Harsco Rail into 'New Enviri'.
- Full-year 2025 revenue was $2.24 billion, down from $2.34 billion in 2024.
- GAAP consolidated loss from continuing operations was $160 million in 2025, compared to a loss of $120 million in 2024.
- Adjusted EBITDA was $275 million in 2025, down from $318 million in 2024.
- Harsco Rail segment performance was weak, with full-year 2025 revenue down 15% to $247 million and Adjusted EBITDA loss of $13.7 million.
- 2026 guidance for New Enviri (excluding Clean Earth) projects Adjusted EBITDA of $140 million at the mid-point, which is 'modestly below' 2025 levels, driven by continued Rail segment challenges.
- The company identified a $18 million pension obligation revision related to its U.K. plan, though it is fully funded and does not require future funding.
Financial Impact
Revenue decreased by $103 million, GAAP loss from continuing operations increased by $40 million, and Adjusted EBITDA decreased by $43 million year-over-year.
Risk Factors
- The proposed sale of Clean Earth may not close on the expected timeline or at all.
- The Harsco Rail segment is a significant drag on performance and its outlook for 2026 is poor, with an expected Adjusted EBITDA loss of $23 million.
- The company's overall financial performance is declining, with revenue, earnings, and cash flow all moving in the wrong direction.
Market Snapshot
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001193125-26-067437 |
| Document: 0001193125-26-067437-index-headers.html | 0001193125-26-067437 |
| Document: 0001193125-26-067437-index.html | 0001193125-26-067437 |
| Document: 0001193125-26-067437.txt | 0001193125-26-067437 |
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Jun 1, 2026 17w ago | 8-K | $19.20 $23.22 | ▲ +20.94% | ▲ +22.50% | $20.21 (+5.26%) |
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