Enviri Corporation Shareholders Overwhelmingly Approve Sale of Clean Earth Division to Veolia

Special Meeting Results Set Stage for Major Strategic Transformation and Creation of “New Enviri”

Philadelphia, May 4, 2026 — In a pivotal development for Enviri Corporation (NYSE: NVRI), shareholders have overwhelmingly approved the proposed sale of the Company’s Clean Earth division to Veolia Environnement S.A. In a Special Meeting of Stockholders, an emphatic 99.54% of votes cast supported the transaction, far exceeding the required majority vote threshold. This approval clears the way for a major strategic restructuring and the creation of “New Enviri,” a move expected to take place by mid-year 2026, pending standard closing conditions.

Key Points and Strategic Implications

• Transaction Approval: The sale of Clean Earth to Veolia has received near-unanimous shareholder backing, indicating strong investor confidence in management’s strategic vision.
• Creation of New Enviri: Immediately prior to the Clean Earth sale closing, Enviri will spin off its Harsco Environmental and Harsco Rail business segments. The new standalone company, “New Enviri,” is positioned as a market-leading, global provider of environmental solutions for industrial waste streams and innovative rail sector equipment.
• Financial Highlights:
  • Expected pro forma revenues for New Enviri in 2026 are approximately \$1.2 billion.
  • Conservative capital structure at launch, with Net Debt to Adjusted EBITDA of 2.0x.
  • Revolving credit facility will remain undrawn at closing, providing additional financial flexibility.
  • Significant earnings and cash flow growth potential anticipated through internal improvements, targeted investments, and a recovery in end markets.
• Transaction Timeline: Both the Clean Earth sale and the spin-off of New Enviri are targeted for completion by mid-2026.

Potential Price-Sensitive Information for Investors

1. Strategic Refocus and Portfolio Simplification: The divestiture of Clean Earth and the spin-off of core businesses mark a bold transformation of Enviri’s business model. Investors should note that such significant portfolio actions can materially affect the company’s valuation, operational focus, and risk profile.
2. Financial Strength and Growth Prospects: New Enviri’s strong balance sheet, with low leverage and unutilized revolving credit, positions it well for future growth and resilience against market volatility. The company’s focus on environmental services and rail technology taps into long-term secular growth trends.
3. Execution Risks: The completion of both the Clean Earth sale and the New Enviri spin-off is subject to customary closing conditions. Delays, regulatory hurdles, or failure to close could impact share price. Additionally, risks related to integration, market demand, customer concentrations, and compliance are highlighted as potential factors that could affect future performance.
4. Forward-Looking Statements and Risks: Investors should be aware of the company’s forward-looking statements, which include expectations for growth, cash flow, and strategic benefits. Numerous risk factors—such as economic conditions, regulatory changes, customer financial health, and global events—could materially affect outcomes.

About Enviri Corporation

Enviri is a global leader in environmental services, offering recycling and reuse solutions to a broad array of industrial customers. Headquartered in Philadelphia, Pennsylvania, the company operates in more than 150 locations across over 30 countries.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions. Forward-looking statements in this article are subject to risks and uncertainties that could cause actual results to differ materially. Please refer to Enviri Corporation’s filings with the Securities and Exchange Commission for further details on risk factors.

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