Enviri Corporation filed a Form 10-Q with the SEC for the quarterly period ended September 30, 2026, its first quarterly report as a separately traded public company following the completion of a spin-off and merger transaction on June 1, 2026.

Key Highlights

  • Shares outstanding: As of October 30, 2026, Enviri had 28,192,502 shares of common stock outstanding, par value $0.00001 per share.
  • Spin-off completion: On June 1, 2026, Enviri became a separate, publicly traded company holding the Harsco Environmental and Rail businesses, following the sale of the Clean Earth segment to Veolia.
  • Distribution ratio: CE Holdings distributed Enviri Common Stock to its stockholders at a ratio of one share of Enviri Common Stock for every three shares of CE Holdings Common Stock held.
  • CE Holdings Note: In connection with the Reorganization, CE Holdings issued a note to Enviri LLC for $1.7 billion.
  • Accounting treatment: The spin-off is treated as a reverse spin-off for accounting and financial reporting purposes under ASC 505-60, with Enviri considered the accounting spinnor of CE Holdings.
  • Predecessor designation: Legacy Enviri is designated the accounting predecessor to Enviri, with Clean Earth reported as discontinued operations under ASC 205-20.
  • Exchange listing: Enviri common stock trades on NYSE:NVRI.

Enviri's First Quarterly Filing After June 2026 Separation and Veolia Merger

According to the filing, Enviri Corporation was incorporated on November 3, 2025 under Delaware law as Enviri II Corporation, and was renamed Enviri Corporation on June 2, 2026. The company disclosed that on June 1, 2026, a series of transactions were completed pursuant to a Separation Agreement and Merger Agreement announced on November 20, 2025, between Legacy Enviri and Veolia. Those transactions included a holding company merger, a reorganization, and a distribution of Enviri shares to Legacy Enviri stockholders, followed immediately by a merger of Merger Sub into CE Holdings, leaving CE Holdings as an indirect wholly owned subsidiary of Veolia.

The filing reports that Enviri now holds the Harsco Environmental and Rail business segments, while the Clean Earth segment was transferred to CE Holdings and ultimately to Veolia. Because of the relative size of Enviri compared to CE Holdings and the circumstances surrounding the transaction, the company disclosed that the spin-off is being accounted for as a reverse spin-off under ASC 505-60. As a result, Enviri is treated as the accounting spinnor, and historical financial statements for periods prior to June 1, 2026, reflect Legacy Enviri's financials with Clean Earth shown as discontinued operations under ASC 205-20.

The company disclosed that no members of Enviri's corporate senior management were retained by CE Holdings following the distribution, which was among the factors cited in its accounting determination. The filing notes that Legacy Enviri, the Delaware corporation incorporated in 1956, "no longer exists as a separate company following the completion of the Transactions," having merged into Enviri LLC with Enviri LLC surviving.

What Was Disclosed

Enviri Corporation filed its Form 10-Q for the quarter ended September 30, 2026, disclosing the structure of its June 1, 2026 spin-off from Legacy Enviri, its reverse spin-off accounting treatment, the $1.7 billion CE Holdings Note, and 28,192,502 shares outstanding as of October 30, 2026.