nvri-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-K/A

(Amendment No. 1)


☒						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-03970

ENVIRI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

23-1483991

(State or other jurisdiction of incorporation or organization)

(I.R.S. employer identification number)

Two Logan Square

100-120 North 18th Street, 17th Floor,

Philadelphia,

Pennsylvania

19103

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code 267-857-8715

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $1.25 per share

NVRI

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ý

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý

The aggregate market value of the Company's voting stock held by non-affiliates of the Company as of June 30, 2025 was $658,403,701.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:


Class						Outstanding at April 24, 2026
Common stock, par value $1.25 per share						82,705,602

DOCUMENTS INCORPORATED BY REFERENCE

None.


		Page
PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	2

Item 11.	Executive Compensation.	10

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	40

Item 13.	Certain Relationships and Related Transactions, and Director Independence.	42

Item 14.	Principal Accountant Fees and Services.	43

PART IV

Item 15.	Exhibit and Financial Statement Schedules.	45

SIGNATURES		51


Audit	Management Development & Compensation	Governance
John S. Quinn (Chair)	James F. Earl (Chair)	Carolann I. Haznedar (Chair)
Nicholas C. Fanandakis	Nicholas C. Fanandakis	James F. Earl
Carolann I. Haznedar	Rebecca M. O’Mara	Timothy M. Laurion
Timothy M. Laurion	Edgar M. Purvis, Jr.	Edgar M. Purvis, Jr.
Rebecca M. O’Mara	John S. Quinn


Committee	Meetings	Duties & Responsibilities
Audit	5	•Oversee financial reporting processes, including meeting with members of management, the external auditors and the internal auditors. •Review and approve audit and non-audit services, including responsibility for approving the appointment, compensation, retention, and oversight of the work of the external auditors. •Review results of the annual audit. •Review adequacy of internal controls. •Discuss (with management and independent auditors) the Company’s guidelines, policies and controls with respect to risk assessments and risk management. •Oversee the Company’s ERM framework and the process for identifying ,assessing and monitoring key business risks. •Oversee (in conjunction with the Governance Committee) the Company’s compliance program. •Maintain and oversee procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. •Oversee the Company’s processes and risk management protocols regarding cybersecurity and information technology risks and material cybersecurity incidents. •Review and discuss Quarterly Reports on Form 10-Q and Annual Report on Form 10-K prior to filing with the SEC. •Review and discuss Quarterly Earnings Releases prior to their release.


Management Development & Compensation	5	•Establish and review the Company’s overall executive compensation philosophy, structure and operation to ensure they do not encourage excessive risk taking. •Review and approve goals and objectives relevant to executive officer compensation and evaluate performance relative to established goals and objectives. •Evaluate and approve (or recommend that the Board approve) compensation grants to executive officers under annual and incentive compensation plans, including equity-based compensation, and other executive benefits of executive officers. •Administer the Company’s clawback policy in the event of a material financial restatement. •Review incentive compensation plans and equity-based compensation plans. •Oversee and approve the executive officer assessment, development and succession planning process for the Company.
Governance	5	•Establish criteria for the selection of new directors to serve on the Board. •Oversee the Company’s Environmental Social & Governance (“ESG”) strategy. •Identify individuals qualified as candidates to serve on the Board and recommend director candidates for election to the Board. •Consider matters relating to the retirement of Board members, including term limits or age caps. •Review matters relating to director and director nominee independence. •Review and make recommendations to the Board regarding Board and committee size and compensation. •Oversee the evaluation of the Board and each of its committees. •Make recommendations to the Board regarding non-employee director compensation, including equity compensation. •Oversee the Company’s corporate governance program and Corporate Governance Principles. •Oversee (in conjunction with Audit Committee) the Company’s compliance program. •Oversee the delegation of risks identified in the ERM framework to the Board and its committees. •Oversee the chief executive officer assessment, development and succession planning process and provide input on assessment to the MD&C Committee for compensation decisions.


Name						Position
F. Nicholas Grasberger III(1)						Chairman & Chief Executive Officer
Tom G. Vadaketh(2)						Senior Vice President & Chief Financial Officer
Russell C. Hochman(3)						President & Chief Operating Officer
Jeffrey A. Beswick						Senior Vice President & President, Clean Earth
Jennifer O. Kozak(4)						Senior Vice President & Chief Human Resources Officer


Guiding Principles						How Enviri Employed Them
Promote a Performance-Oriented Environment						•Ensured that employees had a clear line-of-sight between their actions, business results, and alignment to stockholder value creation; •Provided greater rewards to individuals and teams who most positively impacted the success of the business; and •Differentiated compensation to retain high-performing and high-potential talent and attract high-caliber talent.
Provide Market-Competitive Rewards						•Regularly monitored market practices and trends in industries where Enviri competed for talent; •Structured the program to target the median of relevant markets for talent; and •Considered realized pay outcomes relating to Enviri’s stock performance and business results.
Allow Flexibility within a Common Framework						•Created a program with a common global strategy and framework; and •Allowed flexibility to accommodate the unique talent and compensation needs of Enviri’s diverse businesses, workforce, and global markets.
Adhere to a Clear Governance Model						•Employed appropriate oversight and controls to govern design and administration; and •Clearly defined the roles and responsibilities of all program stakeholders.
Be Well Communicated						•Specified the objectives, design, and value of each component of fixed and variable compensation within the context of total rewards; and •Used multiple sources of communication to help ensure the link between pay and performance was well understood by key participants and stakeholders.


Element						Description
Base Salary						•Annual fixed source of income based on competitive market data.
Annual Incentive Plan (“AIP Awards”)						•Variable, performance-based annual cash payment linked to, and focused on, financial and strategic goals. •Business unit non-financial objectives, including ESG goals.
Long-Term Incentive (“LTIP Awards”)						•Variable, performance and time-based annual awards comprised of a mix of equity vehicles, including performance share units (“PSUs”), restricted stock units (“RSUs”), and stock appreciation rights (“SARs”). •Realizable compensation based upon Enviri’s stock price performance and total stockholder return (“TSR”).


Item						Key Details, Processes and Decisions
Survey Data						•Selected surveys focused on capital goods, industrial manufacturing, diversified metals and minerals, environmental services, and commodity-based companies reflecting similar revenue size to Enviri. •The MD&C Committee did not materially rely upon data from any individual company participating in any of the surveys in making compensation decisions.

Compensation Peer Group						•Compensation data obtained from SEC filings helped the MD&C Committee understand the pay levels in industries in which Enviri competed for talent. •Focused on elements of compensation (base salary, annual bonus, and long-term incentives) for executives at companies with comparable revenues, industry focus, enterprise value, number of employees, global (multi-national) footprint, market capitalization, and other similar business-related factors.


2025 Enviri Compensation Peer Group
•ATI Inc. •Astec Industries Inc. •BrightView Holdings, Inc. •Casella Waste Systems, Inc. •CECO Environmental Corp. •Clean Harbors, Inc. •Commercial Metals Company						•Ecovyst Inc. •EnPro Industries, Inc. •GFL Environmental Inc. •Gibraltar Industries, Inc. •Minerals Technologies Inc. •Montrose Environmental Group, Inc. •Stericycle, Inc.


Executive	Base Salary as of January 1, 2025	2025 Merit Increase Percentage
F. Nicholas Grasberger III	$1,014,269	0%
Tom G. Vadaketh	$650,000	4.0%
Russell C. Hochman(1)	$599,982	3.5%
Jeffrey A. Beswick	$518,700	5%
Jennifer O. Kozak	$441,324	3.5%


Executive	Target 2025 AIP Award Opportunity (as a % of Base Salary)		Financial Goals (80%)								Non-Financial Goals (20%)
			Adjusted EBITDA				Adjusted FCF				Strategic Goals		ESG Goals
			Enviri Consolidated		Business Segment		Enviri Consolidated		Business Segment
F. Nicholas Grasberger III	110	%	60	%	0	%	20	%	0	%	20	%	0	%
Tom G. Vadaketh	80	%	60	%	0	%	20	%	0	%	20	%	0	%
Russell C. Hochman(1)	69.02	%	60	%	0	%	20	%	0	%	20	%	0	%
Jeffrey A. Beswick(2)	75	%	20	%	40	%	0	%	20	%	10	%	10	%
Jennifer O. Kozak	65	%	60	%	0	%	20	%	0	%	20	%	0	%


Metric	How It’s Measured
FINANCIAL (80%)
Adjusted EBITDA(1)	Income from continuing operations (adjusted to exclude certain special items as determined by the MD&C Committee), measured at the consolidated level for most NEOs and at both consolidated and business segment levels for certain NEOs.
Adjusted FCF(2)	Operating cash flow less capital and intangible expenditures (adjusted for New Capital Leases included in the Annual Operating Plan (“AOP”) and other special items as determined by the MD&C Committee), measured at the consolidated level for most NEOs and at both consolidated and business segment levels for certain NEOs.
NON-FINANCIAL (20%)
Strategic Goals	Enviri	20%	•Management of the capital structure. •Evaluation and analysis of the portfolio strategy. •Strengthen Harsco Rail’s operating structure while managing risk.
	Clean Earth Business	10%	•Unify Clean Earth Business under a single network. •Complete critical capital investments. •Advance per- and polyfluoroalkyl substances (“PFAS”) initiatives. •Improve facility operations.
ESG Goals	Clean Earth Business	10%	•Achieve the total recordable incident rate (“TRIR”) goal while strengthening the safety culture. •Focus on strengthening manager skills. •Incur no compliance issues.


Performance Metric	Performance Range ($ Millions)(1)
Performance Metric	Threshold (50% of Target)		Target (100% AIP Payout)		Maximum (200% AIP Payout)
Enviri Consolidated Adjusted EBITDA	$	282.9	$	320.1	$	352.6
Enviri Consolidated Adjusted FCF	$	(20.4)	$	6.4	$	31.3
Clean Earth Business Adjusted EBITDA	$	157.5	$	168.0	$	180.0
Clean Earth Business Adjusted FCF	$	89.6	$	97.0	$	105.4

Amendment: SEC Form 10-K/A filed by Enviri Corporation