8-K: Enviri Reports Q4, Full Year 2025 Results; Clean Earth Sale on Track

Enviri Corporation announced fourth quarter and full year 2025 financial results, reporting a consolidated loss from continuing operations while progressing with the planned $3 billion sale of Clean Earth and spin-off of New Enviri.

Summary

• Fourth quarter 2025 revenues totaled $556 million, similar to the prior-year quarter.
• GAAP consolidated loss from continuing operations for Q4 2025 was $86 million, compared to a loss of $82 million in Q4 2024.
• Adjusted EBITDA in Q4 2025 totaled $70 million, consistent with Q4 2024.
• Full year 2025 revenue totaled $2.2 billion, a decrease from $2.34 billion in 2024.
• Full year 2025 GAAP consolidated loss from continuing operations was $160 million, widening from a $120 million loss in 2024.
• Full year 2025 Adjusted EBITDA totaled $275 million, down from $318 million in 2024.
• The $3 billion sale of Clean Earth is on track to close in mid-2026.
• Harsco Environmental and Harsco Rail are expected to spin off as 'New Enviri' following the Clean Earth sale.
• The 2026 outlook for New Enviri's Adjusted EBITDA is expected to be modestly below 2025 at the guidance mid-point of approximately $140 million, with Harsco Environmental improvements offset by Harsco Rail's weaker demand.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed report with significant underlying challenges, particularly in the Harsco Rail segment and overall GAAP losses, despite strong performance from Clean Earth and strategic restructuring efforts.

Positives

• Clean Earth finished another record year, demonstrating strong execution and achieving growth and operational goals.
• Harsco Environmental realized its highest quarterly earnings of the year in Q4 2025, despite challenges in the global steel industry.
• Harsco Environmental's Q4 2025 revenues increased by 7.0% to $257 million, driven by higher services demand and new contracts.
• Harsco Environmental's Q4 2025 Adjusted EBITDA increased to $48 million (from $41 million in Q4 2024), with its margin improving to 18.7% (from 17.1%).
• Clean Earth's Q4 2025 revenues increased by 1% to $244 million, primarily due to higher services pricing and increased volumes in its hazardous materials business.
• Clean Earth's Q4 2025 Adjusted EBITDA increased to $38 million (from $36 million in Q4 2024), with its margin improving to 15.6% (from 15.1%).
• Net cash provided by operating activities increased to $38 million in Q4 2025 (from $36 million in Q4 2024) and to $101 million for the full year 2025 (from $78 million in 2024).
• The U.K. pension plan remains fully funded despite identified historic errors, and the additional obligation does not require future funding.

Negatives

• GAAP consolidated loss from continuing operations widened to $86 million in Q4 2025 from $82 million in Q4 2024.
• Full year 2025 GAAP consolidated loss from continuing operations widened to $160 million from $120 million in 2024.
• Diluted loss per share from continuing operations worsened to $1.07 in Q4 2025 (from $1.03 in Q4 2024) and to $2.03 for full year 2025 (from $1.57 in 2024).
• Adjusted diluted loss per share from continuing operations worsened to $0.17 in Q4 2025 (from $0.04 in Q4 2024) and to $0.60 for full year 2025 (from $0.09 in 2024).
• Full year 2025 revenues decreased to $2.24 billion from $2.34 billion in 2024.
• Full year 2025 Adjusted EBITDA decreased to $275 million from $318 million in 2024.
• Harsco Rail revenues decreased 28% to $56 million in Q4 2025, primarily due to lower equipment and aftermarket parts volumes.
• Harsco Rail reported a GAAP operating loss of $36 million and an Adjusted EBITDA loss of $4 million in Q4 2025, compared to an Adjusted EBITDA profit of $2 million in Q4 2024.
• Harsco Rail's 2026 Adjusted EBITDA is projected to be a loss of $(26) million to $(19) million, which is below 2025 results.
• Higher Corporate costs in Q4 and full year 2025 were largely attributable to stock-based compensation and expenses.
• Adjusted free cash flow was negative $(15) million for the full year 2025.
• Overall free cash flow for New Enviri is projected to remain muted in 2026 due to the cash burden of Harsco Rail's existing engineered-to-order (ETO) contracts in the short term.
• Historic errors related to the measurement of certain aspects of the U.K. pension obligation were identified, with a cumulative net impact of approximately $18 million at the end of 2025.

Risks

• The Company's ability to complete the transactions contemplated by the Merger Agreement and the Separation Agreement on the terms expected, in a timely matter or at all.
• The possibility that the Merger and the Separation of Clean Earth may not ultimately achieve the expected benefits.
• The Company's ability to successfully enter into new contracts and complete new acquisitions, divestitures, or strategic ventures in the time-frame contemplated or at all.
• The Company's inability to comply with applicable environmental laws and regulations.
• The Company's inability to obtain, renew, or maintain compliance with its operating permits or license agreements.
• Various economic, business, and regulatory risks associated with the waste management industry.
• The seasonal nature of the Company's business.
• Risks caused by customer concentration, the fixed price and long-term customer contracts, especially those related to complex engineered equipment, and the competitive nature of the industries in which the Company operates.
• The outcome of any disputes with customers, contractors and subcontractors.
• The financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability.
• Higher than expected claims under the Company's insurance policies, or losses that are uninsurable or that exceed existing insurance coverage.
• Market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs.
• The Company's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners.
• The Company's ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company's services, disruptions associated with labor disputes, and increased operating costs associated with union organizations.
• The Company's inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates.
• Failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure.
• Changes in the worldwide business environment in which the Company operates, including changes in general economic and industry conditions and cyclical slowdowns impacting the steel and aluminum industries.
• Fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business.
• Unforeseen business disruptions in one or more of the many countries in which the Company operates due to changes in economic conditions, changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; political instability, civil disobedience, armed hostilities, public health issues or other calamities.
• Liability for and implementation of environmental remediation matters.
• Product liability and warranty claims associated with the Company's operations.
• The Company's ability to comply with financial covenants and obligations to financial counterparties.
• The Company's outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates.
• Tax liabilities and changes in tax laws.
• Changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company's pension plans and the accounting for pension assets, liabilities and expenses.
• Risk and uncertainty associated with intangible assets.

Future Outlook

Enviri Corporation anticipates that Adjusted EBITDA for the combined Harsco Environmental and Harsco Rail ("New Enviri") will be modestly below 2025 levels at the guidance mid-point of approximately $140 million for 2026. This is due to expected improvements in Harsco Environmental being offset by weaker demand and manufacturing inefficiencies in Harsco Rail. Cash generation for these businesses is projected to improve, but overall free cash flow will remain muted in the short term due to Harsco Rail's existing engineered-to-order (ETO) contracts. The company is implementing actions to reduce SG&A and operational expenses and manage ETO risk in Harsco Rail.

Management Comments

• "2025 was a transformative year for Enviri, culminating in solid financial performance in the fourth quarter." Nick Grasberger, Chairman and CEO.
• "Clean Earth finished another record year, with strong execution across the organization as it delivered on its growth and operational goals." Nick Grasberger.
• "Harsco Environmental realized its highest quarterly earnings of the year in Q4 while continuing to navigate challenges within the global steel industry." Nick Grasberger.
• "In Rail, we're continuing to take actions to address supply-chain and manufacturing pressures and right-size the organization, while remaining focused on efforts to further manage the segment's ETO exposure." Nick Grasberger.
• "We remain on track to close our $3 billion sale of Clean Earth in mid-2026, which will unlock significant sum-of-the-parts value in the Company when completed." Nick Grasberger.
• "Harsco Environmental and Harsco Rail, together known as New Enviri, are expected to be well-capitalized with an improving cash flow outlook and significant earnings potential following the close of the transaction." Nick Grasberger.
• "While both businesses continue to navigate near-term market pressures, their attractive fundamentals combined with our internal actions to reduce complexity and drive operational excellence are expected to further boost margins for New Enviri and enhance value for shareholders in the coming years." Nick Grasberger.

Industry Context

StockSavvy.ai notes that Enviri's Harsco Environmental segment continues to navigate challenges within the global steel industry, a key market for its services. The strong performance of Clean Earth highlights robust demand in the hazardous materials and environmental services sector, contrasting with the difficulties faced by the Harsco Rail segment, which is impacted by lower equipment and aftermarket parts volumes, suggesting broader pressures in the rail infrastructure market. The planned divestiture of Clean Earth and spin-off of New Enviri (Harsco Environmental and Harsco Rail) aims to unlock value by separating businesses with distinct market dynamics and growth profiles.

Stakeholder Impact

• Shareholders: Potential for unlocking "significant sum-of-the-parts value" from the Clean Earth sale and enhanced value from New Enviri's improved margins and cash flow outlook. However, current GAAP losses and Harsco Rail's underperformance present headwinds.
• Employees: Actions to "right-size the organization" in Harsco Rail may imply workforce adjustments. Employee termination benefit and related costs were noted in 2025.
• Customers: Harsco Environmental saw higher services demand and new contracts. Harsco Rail experienced lower equipment and aftermarket parts volumes.
• Creditors: The company's ability to comply with financial covenants and obligations is a risk factor. The planned spin-off is expected to leave New Enviri "well-capitalized."

Next Steps

• Close the $3 billion sale of Clean Earth in mid-2026.
• Spin-off Harsco Environmental and Harsco Rail into a new standalone publicly traded company ("New Enviri").
• Continue actions to address supply-chain and manufacturing pressures and right-size Harsco Rail.
• Focus on efforts to further manage Harsco Rail's ETO exposure.
• Implement internal actions to reduce complexity and drive operational excellence in New Enviri.
• Hold a conference call on February 24, 2026, at 9:00 a.m. Eastern Time to discuss results.
• Revise the calculation of reported Adjusted EBITDA for external reporting starting Q1 2026 to include stock-based compensation costs.

Key Dates

Recommendation

The filing presents a mixed financial picture with widening GAAP losses and declining full-year Adjusted EBITDA, primarily driven by underperformance in Harsco Rail. While the planned $3 billion sale of Clean Earth and the spin-off of New Enviri are significant strategic moves aimed at unlocking value and improving the capital structure, the near-term outlook for the remaining businesses (New Enviri) shows continued challenges, particularly in Rail. The identified pension errors, though not requiring future funding, add a layer of historical financial complexity. Given the ongoing transformation and the mixed operational results, a "hold" recommendation is appropriate as investors await the completion of the strategic transactions and clearer signs of operational improvement in the "New Enviri" segments.

Keywords

Enviri Corporation, NVRI, Q4 2025 Earnings, Full Year 2025 Results, Clean Earth Sale, Harsco Environmental, Harsco Rail, New Enviri Spin-off, Adjusted EBITDA, Waste Management, Environmental Services, Steel Industry Services, Rail Equipment, Financial Performance, SEC Filing, Corporate Governance, Risk Factors