NVRI / Enviri Corporation - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Form of RSU Award Agreement (for awards granted on or after March 1, 2025)

Exhibit 10.1 ENVIRI CORPORATION RESTRICTED STOCK UNITS AGREEMENT (FORM) This RESTRICTED STOCK UNITS AGREEMENT (this "Agreement") is made as of March 4, 2025, by and between Enviri Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given t

Form of SAR Award Agreement (for awards granted on or after March 1, 2025)

Exhibit 10.3 ENVIRI CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT (FORM) This STOCK APPRECIATION RIGHTS AGREEMENT (this "Agreement") is made as of March 4, 2025, by and between Enviri Corporation, a Delaware corporation and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings gi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 EN

Form of PSU Award Agreement (for awards granted on or after March 1, 2025)

Exhibit 10.2 ENVIRI CORPORATION PERFORMANCE SHARE UNITS AGREEMENT (FORM) This PERFORMANCE SHARE UNITS AGREEMENT (this "Agreement") is made as of March 4, 2025, by and between Enviri Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given

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Exhibit 99.1 Investor Contact Media Contact David Martin Karen Tognarelli +1.267.946.1407 +1.717.480.6145 [email protected] [email protected] FOR IMMEDIATE RELEASE Enviri Corporation Reports Second Quarter 2025 Results •Second quarter revenues totaled $562 million •Second quarter GAAP consolidated loss from continuing operations of $46 million •Adjusted EBITDA in Q2 totaled $65 million •2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2025 Enviri Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2025 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File N

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Exhibit 99.2 Enviri Corporation Announces Exploration of Strategic Alternatives to Maximize Shareholder Value PHILADELPHIA (August 5, 2025) – Enviri Corporation (NYSE: NVRI), a global, market-leading provider of environmental solutions for industrial and specialty waste streams, today announced that its Board of Directors has authorized management to conduct a formal process to evaluate and explor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 ENVIRI RETIREMENT SAVINGS AND INVEST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 ENVIRI CORPORATION SAVINGS PLAN ENVI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENVIRI CORPORATION (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENVIRI CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-03970 (State or other jurisdiction of incorporation) (Commission File Number) Two Logan Square 100-120 North 18th Street, 17th Floor Philadelphia, Pennsylvania 19103 (Address of principal executive offic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Enviri Corporation (Exact name of Registrant as specified in its charter) Delaware 23-1483991 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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 No.) Two Logan Square 100-120 North 18th Street, 17th Floor, Philadelphia,

Calculation of Filing Fee Tables.

Calculation of Filing Fee Tables S-8 ENVIRI Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $1.

Consent of Duane Morris LLP (contained in opinion filed as Exhibit 5.1 to this Registration Statement).

EXHIBIT 5.1 NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON D.C. SAN FRANCISCO SILICON VALLEY SAN DIEGO LOS ANGELES BOSTON HOUSTON DALLAS FORT WORTH AUSTIN FIRM and AFFILIATE OFFICES HANOI HO CHI MINH CITY SHANGHAI ATLANTA BALTIMORE WILMINGTON MIAMI BOCA RATON PITTSBURGH NORTH JERSEY LAS VEGAS SOUTH JERSEY SYDNEY MYANMAR ALLIANCES IN MEXICO May 5, 2025 Enviri Corporation Two Logan Square

Calculation of Filing Fee Tables.

Calculation of Filing Fee Tables S-8 ENVIRI Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Enviri Corporation (Exact name of Registrant as specified in its charter) Delaware 23-1483991 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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 No.) Two Logan Square 100-120 North 18th Street, 17th Floor, Philadelphia,

Form of PSU Award Agreement (for awards granted on or after March 1, 2025)

Exhibit 10.2 ENVIRI CORPORATION PERFORMANCE SHARE UNITS AGREEMENT (FORM) This PERFORMANCE SHARE UNITS AGREEMENT (this "Agreement") is made as of March 4, 2025, by and between Enviri Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1. Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings give

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 E

Form of SAR Award Agreement (for awards granted on or after March 1, 2025)

Exhibit 10.3 ENVIRI CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT (FORM) This STOCK APPRECIATION RIGHTS AGREEMENT (this "Agreement") is made as of March 4, 2025, by and between Enviri Corporation, a Delaware corporation and [Participant Name:First Name Last Name] (the "Grantee"). 1. Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings g

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2025 Enviri Corporation (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2025 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numb

Form of RSU Award Agreement (for awards granted on or after March 1, 2025)

Exhibit 10.1 ENVIRI CORPORATION RESTRICTED STOCK UNITS AGREEMENT (FORM) This RESTRICTED STOCK UNITS AGREEMENT (this "Agreement") is made as of March 4, 2025, by and between Enviri Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1. Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given

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Exhibit 99.1 Investor Contact Media Contact David Martin Karen Tognarelli +1.267.946.1407 +1.717.480.6145 [email protected] [email protected] FOR IMMEDIATE RELEASE Enviri Corporation Reports First Quarter 2025 Results •First quarter revenues totaled $548 million •GAAP consolidated loss from continuing operations of $11 million •Q1 diluted loss per share from continuing operations of $0.15, i

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Exhibit 99.1 FOR IMMEDIATE RELEASE Enviri Corporation Announces Results of 70th Annual Meeting of Stockholders PHILADELPHIA (April 28, 2025) – Enviri Corporation (NYSE: NVRI) announced the results of its 70th Annual Meeting of Stockholders, held virtually on April 24. Stockholders approved the election of all eight nominees to the Board of Directors to serve until the 2026 Annual Meeting of Stockh

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 24, 2025 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Num

Amendment No. 5 to the 2013 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 28, 2025, Commission File Number 001-03970)

Exhibit 10.1 ENVIRI CORPORATION 2013 EQUITY AND INCENTIVE COMPENSATION PLAN Amendment No. 5 WHEREAS, the Board of Directors and stockholders of Enviri Corporation (the “Company”) have adopted the 2013 Equity and Incentive Compensation Plan, together with Amendment No. 1 to the 2013 Equity and Incentive Compensation Plan, Amendment No. 2 to the 2013 Equity and Incentive Compensation Plan, Amendment

Amendment No. 3 to the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan.

Exhibit 10.2 ENVIRI CORPORATION 2016 NON-EMPLOYEE DIRECTORS’ LONG-TERM EQUITY COMPENSATION PLAN Amendment No. 3 WHEREAS, the Board of Directors and stockholders of Enviri Corporation (the “Company”) have adopted the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan, as amended by Amendment No. 1 and Amendment No. 2 thereto (the “Plan”); WHEREAS, pursuant to Section IV.A. of the Plan,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒       Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 22, 2024 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission

Letter from PwC to the U.S. Securities and Exchange Commission dated February 26, 2025.

Exhibit 16.1 February 26, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Enviri Corporation (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K/A of Enviri Corporation dated November 22, 2024. We agree with the statements concerning our F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒       Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

, 2025, among Enviri Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto.

Exhibit 10.1.24 EXECUTION VERSION AMENDMENT NO. 15 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 14, 2025 (this “Amendment Agreement”), among ENVIRI CORPORATION (f/k/a HARSCO CORPORATION), a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), and the Revolving Credit Lenders party hereto (each, a “Consenting Lend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ 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

Description of the Company's Securities

Exhibit 4.1 ENVIRI CORPORATION DESCRIPTION OF SECURITIES DESCRIPTION OF COMMON STOCK The following summary description of our common stock is not complete and is qualified in its entirety by reference to the detailed provisions of our Restated Certificate of Incorporation, as further amended or restated, which we refer to in this exhibit as the Certificate of Incorporation, our Amended and Restate

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Exhibit 99.1 Investor Contact Media Contact David Martin Karen Tognarelli +1.267.946.1407 +1.717.480.6145 [email protected] [email protected] FOR IMMEDIATE RELEASE Enviri Corporation Reports Fourth Quarter and Full Year 2024 Results •Fourth quarter revenues totaled $559 million; GAAP consolidated loss from continuing operations of $82 million •Adjusted EBITDA in Q4 totaled $70 million, an in

nsider Trading Policy

INSIDER TRADING POLICY Exhibit 19 GLOBAL FINANCIAL ACCOUNTING, REPORTING AND GENERAL MANUAL TITLE: INSIDER TRADING POLICY ISSUE DATE: 02-20-25 EFFECTIVE DATE: 02-20-25 REPLACES: 03-12-12 ISSUED BY: J.

Subsidiaries of the Registrant.

ENVIRI CORPORATION Exhibit 21 Subsidiaries of Registrant Subsidiary Country of Incorporation Ownership Percentage EURL Tosyali Harsco Algeria Algeria 50% Harsco Metals Argentina S.

Amendment No. 4 to the Receivables Purchase Agreement, dated February 14, 2025, by and among Harsco Receivables LLC, Enviri Corporation, and PNC Bank, National Association, as administrative agent and as a purchaser (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K dated February 20, 2025, Commission File Number 001-03970)

Exhibit 10.1.25 EXECUTION VERSION FOURTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT This FOURTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of February 14, 2025 is made by and among HARSCO RECEIVABLES LLC, as seller (the “Seller”), ENVIRI CORPORATION (F/K/A HARSCO CORPORATION), as initial servicer (in such capacity, the “Servicer”), and PNC BANK, NATIONAL ASSOCIATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 20, 2025 Enviri Corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 20, 2025 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission Fil

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 10, 2025 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 17, 2025 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File N

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Exhibit 99.1 FOR IMMEDIATE RELEASE Enviri Announces Update to its Board of Directors Refreshment Plan • Enters into Cooperation Agreement with Neuberger Berman Investment Advisers PHILADELPHIA (Jan. 21, 2025) – Enviri Corporation (NYSE: NVRI), a global, market-leading provider of environmental solutions for industrial and specialty waste streams, today announced that, under its ongoing Board refre

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Execution Version AGREEMENT This Agreement (this “Agreement”) is made and entered into as of January 17, 2025, by and among Enviri Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “NB”) (each of the Company and NB, a “Party” to this Agreement, and collectively, the “Parties”).

Cooperation Agreement, dated January 17, 2025, between Enviri Corporation, Neuberger Berman Group LLC, and certain of its affiliates party thereto.

Exhibit 10.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of January 17, 2025, by and among Enviri Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “NB”) (each of the Company and NB, a “Party” to this Agreement, and collectively, the “Parties”). RECITALS WHEREAS, the Company and NB have engaged in dis

Units Quantity

Exhibit 4 Information with respect to transactions effected during the past sixty days or since the most recent filing on Schedule 13D: Reporting Person Date Buy/Sell Units Quantity Average Price Neuberger Berman Investment Advisers LLC 12/30/2024 Buy 5298 $7.

Schedule I Information with respect to transactions effected during the past sixty days or since the most recent filing on Schedule 13D (Unless noted otherwise, all transactions were effected on the New York Stock Exchange) Neuberger Berman Investmen

Exhibit 2 Schedule I Information with respect to transactions effected during the past sixty days or since the most recent filing on Schedule 13D (Unless noted otherwise, all transactions were effected on the New York Stock Exchange) Neuberger Berman Investment Advisers LLC Date Buys/Sell Units Quantity Average Price 10/31/2024 Sell 4040 7.

Schedule 1 JOINT FILING AGREEMENT

Schedule 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that the Schedule 13D filed herewith is filed jointly.

Form of Amended & Restated Change in Control Severance Agreement

Exhibit 10.1 ENVIRI CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is by and between Enviri Corporation, a Delaware corporation (the “Company”), and (the “Executive”), and is dated as of the day of 20. WHEREAS, the Company recognizes that the current business environment makes it difficult to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 20, 2024 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common stock, par value $1.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

JOINT FILING AGREEMENT

EX-99.2 3 tm2429623d1ex2.htm EXHIBIT 2 EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 22, 2024 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

NVRI / Enviri Corporation / D. E. SHAW & CO, L.P. - SCHEDULE 13G Passive Investment

SC 13G 1 tm2429623d1sc13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Enviri Corporation (Name of Issuer) Common stock, par value $1.25 per share (Title of Class of Securities) 415864107 (CUSIP Number) November 21, 2024 (Date of Event Which Requires Filing of this Statement) Check the following

Letter from PwC to the U.S. Securities and Exchange Commission dated November 29, 2024.

Exhibit 16.1 November 29, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Enviri Corporation (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Enviri Corporation dated November 22, 2024. We agree with the statements concerning our Fir

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm2429623d1ex1.htm EXHIBIT 1 EXHIBIT 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Ston

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Enviri Corporation Two Logan Square 100-120 N 18th Street Suite 1700 Philadelphia, PA 19103 Web: www.

NVRI / Enviri Corporation / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

SC 13G 1 nvri13g11132024.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Enviri Corp (Name of Issuer) Common Stock (Title of Class of Securities) 415864107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-039

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Exhibit 99.1 Investor Contact Media Contact David Martin Karen Tognarelli +1.267.946.1407 +1.717.480.6145 [email protected] [email protected] FOR IMMEDIATE RELEASE Enviri Corporation Reports Third Quarter 2024 Results •Third quarter revenues totaled $574 million; organic growth in the quarter was 1% •Q3 GAAP operating income of $37 million •Adjusted EBITDA in Q3 totaled $85 million, an incre

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 31, 2024 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

NVRI / Enviri Corporation / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Enviri Corp (Name of Issuer) Common Stock (Title of Class of Securities) 415864107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Omnibus Amendment, dated as of October 1, 2024, including the Third Amendment to the Receivables Purchase Agreement, by and among Harsco Receivables LLC, Enviri Corporation, and PNC Bank, National Association, as administrative agent and as a purchaser; and the Third Amendment to the Purchase and Contribution Agreement, by and among Enviri Corporation, the various entities listed as originators, and Harsco Receivables, LLC.

EXECUTION VERSION OMNIBUS AMENDMENT This OMNIBUS AMENDMENT (this “Amendment”), dated as of October 1, 2024, is the: (i) THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, among HARSCO RECEIVABLES LLC, as seller (the “Seller”), ENVIRI CORPORATION (F/K/A HARSCO CORPORATION), as initial servicer (in such capacity, the “Servicer”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent (in such capacity, the “Administrative Agent”) and a purchaser; and (ii) THIRD AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT, among the Servicer, VARIOUS ENTITIES LISTED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (each an “Originator”; and collectively, the “Originators”), and HARSCO RECEIVABLES LLC, as buyer (in such capacity, the “Buyer”).

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 25, 2024 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 14 to Third Amended and Restated Credit Agreement, dated as of September 5, 2024, among Enviri Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto.

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 14 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 5, 2024 (this “Amendment Agreement”), among ENVIRI CORPORATION (f/k/a HARSCO CORPORATION), a Delaware corporation (the “Company”), the parties hereto that execute this Amendment Agreement as a “2024 Extending Revolving Credit Lender” (the “2024 Extending Revolving Credit Lenders”),

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 5, 2024 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 EN

Omnibus Amendment, dated as of June 18, 2024, including the Second Amendment to the Receivables Purchase Agreement, by and among Harsco Receivables LLC, Enviri Corporation, and PNC Bank, National Association, as administrative agent and as a purchaser; and the Second Amendment to the Purchase and Contribution Agreement, by and among Enviri Corporation, the various entities listed as originators, and Harsco Receivables, LLC.

Exhibit 10.2 EXECUTION VERSION OMNIBUS AMENDMENT This OMNIBUS AMENDMENT (this “Amendment”), dated as of June 18, 2024, is the: (i) SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, among HARSCO RECEIVABLES LLC, as seller (the “Seller”), ENVIRI CORPORATION (F/K/A HARSCO CORPORATION), as initial servicer (in such capacity, the “Servicer”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2024 Enviri Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2024 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File N

Forms of RSU Award Agreement

Exhibit 10.4 ENVIRI CORPORATION RESTRICTED STOCK UNITS AGREEMENT (FORM) This RESTRICTED STOCK UNITS AGREEMENT (this "Agreement") is made as of March [7, 2023]1 [11, 2024]2, by and between Enviri Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the m

ENVIRI CORPORATION REPORTS SECOND QUARTER 2024 RESULTS

Exhibit 99.1 Investor Contact Media Contact David Martin Maura Pfeiffer +1.267.946.1407 +1.267.964.1868 [email protected] [email protected] FOR IMMEDIATE RELEASE ENVIRI CORPORATION REPORTS SECOND QUARTER 2024 RESULTS •Second Quarter Revenues Totaled $610 Million, Comparable with Prior Year Quarter; Organic Growth in the Quarter was 6 Percent •Q2 GAAP Operating Income of $31 Million •Adjusted E

Executive Relocation Policy

Exhibit 10.1 Executive US Relocation Policy Effective Date: New Policy - 1 April 2024 Enviri – Executive US Relocation Policy Table of Contents SECTION 1: Introduction 1 Policy Objectives 1 Scope of Benefits 2 Eligibility 2 Separation of Employment and Repayment Agreement 2 Section 409A Compliance 3 Expense Reimbursement Process 3 SECTION 2: Relocation Options 4 Relocation Options 4 SECTION 3: Rel

Forms of PSU Award Agreement

Exhibit 10.5 ENVIRI CORPORATION PERFORMANCE SHARE UNITS AGREEMENT (FORM) This PERFORMANCE SHARE UNITS AGREEMENT (this "Agreement") is made as of March [7, 2023]1 [11, 2024]2, by and between Enviri Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the

Forms of SAR Award Agreement

Exhibit 10.6 ENVIRI CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT (FORM) This STOCK APPRECIATION RIGHTS AGREEMENT (this "Agreement") is made as of March [7, 2023]1 [11, 2024]2, by and between Enviri Corporation, a Delaware corporation and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO RETIREMENT SAVINGS AND INVEST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO CORPORATION SAVINGS PLAN ENVI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENVIRI CORPORATION (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENVIRI CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-03970 (State or other jurisdiction of incorporation) (Commission File Number) Two Logan Square 100-120 North 18th Street, 17th Floor Philadelphia, Pennsylvania 19103 (Address of principal executive offic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Enviri Corporation (Exact name of Registrant as specified in its charter) Delaware 23-1483991 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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 No.) Two Logan Square 100-120 North 18th Street, 17th Floor, Philadelphia,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 E

ENVIRI CORPORATION REPORTS FIRST QUARTER 2024 RESULTS

Exhibit 99.1 Investor Contact Media Contact David Martin Maura Pfeiffer +1.267.946.1407 +1.267.964.1868 [email protected] [email protected] FOR IMMEDIATE RELEASE ENVIRI CORPORATION REPORTS FIRST QUARTER 2024 RESULTS •Harsco Rail Now Reported Within Continuing Operations As Sales Process is Paused •First Quarter Revenues Totaled $600 Million, an Increase of 7 Percent Over the Prior-Year Quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2024 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numb

Calculation of Filing Fee Tables.

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) ENVIRI CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1-Newly Registered Securities Security Type Security Class Title Fee Calculation Rate Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $1.

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Exhibit 99.1 FOR IMMEDIATE RELEASE Enviri Corporation Announces Results of 69th Annual Meeting of Stockholders PHILADELPHIA – (April 18, 2024) – Enviri Corporation (NYSE: NVRI) announced the results of its 69th Annual Meeting of Stockholders, held virtually today. Stockholders approved the election of all nine nominees to the Board of Directors to serve until the 2025 Annual Meeting and ratified t

Amendment No. 4 to the 2013 Equity and Incentive Compensation Plan.

Exhibit 10.1 ENVIRI CORPORATION 2013 EQUITY AND INCENTIVE COMPENSATION PLAN Amendment No. 4 WHEREAS, the Board of Directors and stockholders of Enviri Corporation (the “Company”) have adopted the 2013 Equity and Incentive Compensation Plan, together with Amendment No. 1 to the 2013 Equity and Incentive Compensation Plan, Amendment No. 2 to the 2013 Equity and Incentive Compensation Plan, and Amend

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 18, 2024 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒       Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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

Description of the Company's Securities.

Exhibit 4.1 ENVIRI CORPORATION DESCRIPTION OF SECURITIES DESCRIPTION OF COMMON STOCK The following summary description of our common stock is not complete and is qualified in its entirety by reference to the detailed provisions of our Restated Certificate of Incorporation, as further amended or restated, which we refer to in this exhibit as the Certificate of Incorporation, our Amended and Restate

Subsidiaries of the Registrant.

ENVIRI CORPORATION Exhibit 21 Subsidiaries of Registrant Subsidiary Country of Incorporation Ownership Percentage EURL Tosyali Harsco Algeria Algeria 50% Harsco Metals Argentina S.

ENVIRI CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS

Exhibit 99.1 Investor Contact Media Contact David Martin Jay Cooney +1.267.946.1407 +1.267.857.8017 [email protected] [email protected] FOR IMMEDIATE RELEASE ENVIRI CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS •Fourth Quarter Revenues from Continuing Operations Totaled $529 Million, an Increase of 13 Percent Over the Prior-Year Quarter •Q4 GAAP Operating Income from Continuing O

Enviri Corporation Incentive Co

Exhibit 97 ENVIRI CORPORATION INCENTIVE COMPENSATION RECOUPMENT POLICY 1. Introduction. The Board of Directors (the “Board”) of Enviri Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. Th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 29, 2024 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission Fil

NVRI / Enviri Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0857-enviricorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Enviri Corp Title of Class of Securities: Common Stock CUSIP Number: 415864107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pu

NVRI / Enviri Corporation / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

SC 13G 1 nvri13g02132024.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Enviri Corp (Name of Issuer) Common Stock (Title of Class of Securities) 415864107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the ru

NVRI / Enviri Corporation / Neuberger Berman Group LLC Passive Investment

SC 13G 1 formsc13g-02122024080257.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ENVIRI Corp (Name of Issuer) Common (Title of Class of Securities) 415864107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-039

ENVIRI CORPORATION REPORTS THIRD QUARTER 2023 RESULTS

/ Exhibit 99.1 Investor Contact Media Contact David Martin Jay Cooney +1.267.946.1407 +1.267.857.8017 [email protected] [email protected] FOR IMMEDIATE RELEASE ENVIRI CORPORATION REPORTS THIRD QUARTER 2023 RESULTS •Third Quarter Revenues from Continuing Operations Totaled $525 Million, an Increase of 8 Percent Over the Prior-Year Quarter •Q3 GAAP Operating Income from Continuing Operations of $3

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2023 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

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Exhibit 99.1 FOR IMMEDIATE RELEASE FOR IMMEDIATE RELEASE Enviri Corporation To Name Tom Vadaketh Chief Financial Officer •Mr. Vadaketh Brings Over Three Decades of Financial Experience PHILADELPHIA – (September 18, 2023) – Enviri Corporation (NYSE: NVRI), a global market leader providing environmental solutions for industrial and specialty waste streams, today announced Tom Vadaketh will be appoin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 18, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 18, 2023 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 14, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 14, 2023 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Nu

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Exhibit 99.1 FOR IMMEDIATE RELEASE FOR IMMEDIATE RELEASE Enviri Corporation Announces the Retirement of Kathy G. Eddy from the Board of Directors PHILADELPHIA – August 14, 2023 – Enviri Corporation (NYSE: NVRI) today announced the retirement of Kathy G. Eddy from its Board of Directors after reaching the mandatory retirement age for Directors prescribed by the Company’s Corporate Governance polici

Restated Certificate of Incorporation, as Amended.

CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION Harsco Corporation, a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify that: 1.

Omnibus Amendment, dated as of June 30, 2023, including the First Amendment to the Receivables Purchase Agreement, by and among Harsco Receivables LLC, Enviri Corporation, and PNC Bank, National Association, as administrative agent and as a purchaser; and the First Amendment to the Purchase and Contribution Agreement, by and among Enviri Corporation, the various entities listed as originators, and Harsco Receivables, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023, Commission File Number 001-03970).

Exhibit 10.1 OMNIBUS AMENDMENT This OMNIBUS AMENDMENT (this “Amendment”), dated as of June 30, 2023, is the: (i) FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, among HARSCO RECEIVABLES LLC, as seller (the “Seller”), ENVIRI CORPORATION (F/K/A HARSCO CORPORATION), as initial servicer (in such capacity, the “Servicer”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent (in such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 EN

ENVIRI CORPORATION REPORTS SECOND QUARTER 2023 RESULTS

/ Exhibit 99.1 Investor Contact Media Contact David Martin Jay Cooney +1.267.946.1407 +1.267.857.8017 [email protected] [email protected] FOR IMMEDIATE RELEASE ENVIRI CORPORATION REPORTS SECOND QUARTER 2023 RESULTS •Second Quarter Revenues from Continuing Operations Totaled $520 Million, an Increase of 8 Percent Over the Prior-Year Quarter •Q2 GAAP Operating Income from Continuing Operations of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2023 Enviri Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 11, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 11, 2023 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numb

ettlement Agreement between the Company and Albert Russell Mitchell, Jr., dated as of July 11, 2023 (incorporated by

Exhibit 10.2 EXHIBIT A – UK AGREEMENT (1) ENVIRI CORPORATION (2) HARSCO METALS GROUP LIMITED - and - (3) ALBERT RUSSELL MITCHELL, JR. SETTLEMENT AGREEMENT Without Prejudice Subject to Contract SETTLEMENT AGREEMENT THIS AGREEMENT is dated July 11, 2023 BETWEEN: (1) Enviri Corporation of Two Logan Square, 100-120 N 18th Street Suite 1700 Philadelphia PA 19103; and (2) Harsco Metals Group Limited wit

Agreement and General Release, dated July 11, 2023 by and between Enviri Corporation, its predecessors, successors and affiliates and Albert Russell Mitchell, Jr.

Exhibit 10.1 AGREEMENT AND GENERAL RELEASE THIS AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into by and between Enviri Corporation, its predecessors, successors and affiliates (the “Company”), and Albert Russell Mitchell, Jr. (“Employee”). WHEREAS, Employee’s employment with the Company is ending effective September 1, 2023 (the “Separation Date”); and WHEREAS, Employee and the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO CORPORATION SAVINGS PLAN ENVI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO RETIREMENT SAVINGS AND INVEST

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 14, 2023 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numb

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Exhibit 99.1 FOR IMMEDIATE RELEASE Rebecca Martinez O’Mara Joins Enviri Corporation Board of Directors Philadelphia – (June 21, 2023) – Enviri Corporation (NYSE: NVRI) announced today that it has elected Rebecca Martinez O’Mara, 57, to its Board of Directors. She will serve on the company’s Management Development and Compensation Committee and its Governance Committee. With the election of O’Mara,

Form of Non-Employee Director Indemnification Agreement.

Exhibit 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made as of the day of 2023, by and between Enviri Corporation, a Delaware corporation (the “Corporation”), and the individual whose name appears on the signature page hereof (such individual being referred to herein as the “Indemnified Representative” and, together with other persons who may execute similar agreements, as “In

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Exhibit 99.1 FOR IMMEDIATE RELEASE Harsco Corporation announces name change to Enviri Corporation •New brand identity better reflects Company’s commitment to developing and refining sustainable solutions to help solve complex environmental challenge PHILADELPHIA - (June 5, 2023) – Harsco Corporation (NYSE: HSC) will change its name to Enviri Corporation effective immediately. The Company will begi

Certificate of Amendment of Restated Certificate of Incorporation of Harsco Corporation

Exhibit 3.1 Article “First” of the Restated Certificate of Incorporation of the Company was amended to read as follows: “The name of the Corporation is Enviri Corporation.”

Amended and Restated By-laws of Harsco Corporation adopted on June 5, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated June 8, 2023, Commission File Number 001-03970).

Exhibit 3.2 ENVIRI CORPORATION **** AMENDED AND RESTATED BY-LAWS **** As adopted by the original incorporators of the Corporation and approved by the Board of Directors of the Corporation at the first meeting of Directors held February 29, 1956, and Including amendment of Section 2, Article II proposed at the Board of Directors meeting held May 22, 1956 and amended at the meeting of the Board of D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 5, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 5, 2023 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 1, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 1, 2023 Enviri Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) Two Logan Square 100-120 North 18th Street 17th Floor Philadelphia, Pennsylvania

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2023 Harsco Corporation (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2023 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numb

Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 H

Calculation of Filing Fee Tables.

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) HARSCO CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1-Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Harsco Corporation (Exact name of Registrant as specified in its charter) Delaware 23-1483991 (State or other jurisdict

S-8 1 d826772ds8.htm S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Harsco 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 No.) Two Logan Square 100-120 North 18th Street,

HARSCO CORPORATION REPORTS FIRST QUARTER 2023 RESULTS

/ Exhibit 99.1 Investor Contact David Martin 267.946.1407 [email protected] Media Contact Jay Cooney 267.857.8017 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS FIRST QUARTER 2023 RESULTS •First Quarter Revenues from Continuing Operations Totaled $496 Million, an Increase of 9 Percent Over the Prior-Year Quarter (or 12 Percent Excluding FX Translation Impacts) •Q1 GAAP Opera

2013 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 25, 2023, Commission File Number 001-03970).

HARSCO CORPORATION 2013 EQUITY AND INCENTIVE COMPENSATION PLAN Amendment No. 3 WHEREAS, the Board of Directors and stockholders of Harsco Corporation (the “Company”) have adopted the 2013 Equity and Incentive Compensation Plan, together with Amendment No. 1 to the 2013 Equity and Incentive Compensation Plan and Amendment No. 2 to the 2013 Equity and Incentive Compensation Plan (the “Plan”); WHEREA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 19, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 19, 2023 Harsco Corporation (Exact name of Company as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Num

HARSCO CORPORATION ANNOUNCES RESULTS OF 68

HARSCO CORPORATION ANNOUNCES RESULTS OF 68TH ANNUAL MEETING OF STOCKHOLDERS PHILADELPHIA - (April 19, 2023) - Harsco Corporation (NYSE: HSC) announced the results of its 68th Annual Meeting of Stockholders, held virtually today.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Subsidiaries of the Registrant.

HARSCO CORPORATION Exhibit 21 Subsidiaries of Registrant Subsidiary Country of Incorporation Ownership Percentage EURL Tosyali Harsco Algeria Algeria 50% Harsco Metals Argentina S.

Amendment No. 13 to Third Amended and Restated Credit Agreement, dated as of December 21, 2022, among Harsco Corporation, the Subsidiary Guarantors party

EXECUTION VERSION Exhibit 10(a)(xxi) AMENDMENT NO. 13 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 21, 2022 (this “Amendment Agreement”), among HARSCO CORPORATION, a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). Reference is made to the Third Amended and Restated Credit Agreement, dated as of November

Form of Director Indemnification Agreement (for agreements entered into after October 19, 2022) (incorporated by reference to Exhibit 10(bc) to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, Commission File Number 001-03970).

Exhibit 10(bc) INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made as of the day of 2023, by and between Harsco Corporation, a Delaware corporation (the "Corporation"), and the individual whose name appears on the signature page hereof (such individual being referred to herein as the "Indemnified Representative" and, together with other persons who may execute similar agreements, as "Indemnified Representatives").

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-03970 HARSCO CORPORATION (Exact name of registrant as specified in

Executive Philadelphia Relocation Policy.

Exhibit 10(ad) Executive Philadelphia Relocation Policy Effective Date: 1 January 2022 Harsco – Executive Philadelphia Relocation Policy Table of Contents SECTION 1: INTRODUCTION 1 Policy Objectives 1 Scope of Benefits 2 Eligibility 2 Separation of Employment and Repayment Agreement 2 Section 409A Compliance 3 Expense Reimbursement Process 3 SECTION 2: RELOCATION OPTIONS 4 Relocation Options 4 SEC

Description of Company's Securities.

Exhibit 4(a) HARSCO CORPORATION DESCRIPTION OF SECURITIES DESCRIPTION OF COMMON STOCK The following summary description of our common stock is not complete and is qualified in its entirety by reference to the detailed provisions of our Restated Certificate of Incorporation, as further amended or restated, which we refer to in this exhibit as the Certificate of Incorporation, our Amended and Restated By-Laws, which we refer to in this exhibit as the Bylaws, and applicable provisions of the laws of Delaware, our state of incorporation, including without limitation the Delaware General Corporation Law (the “DGCL”).

Form of Non-Employee Director Indemnification Agreement.

EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made as of the day of 2023, by and between Harsco Corporation, a Delaware corporation (the “Corporation”), and the individual whose name appears on the signature page hereof (such individual being referred to herein as the “Indemnified Representative” and, together with other persons who may execute similar agreements

HARSCO CORPORATION ANNOUNCES ELECTION OF TIMOTHY LAURION TO ITS BOARD OF DIRECTORS AND RESIGNATION OF MARIO LONGHI AS DIRECTOR

EX-99.1 Exhibit 99.1 Investor Contact David Martin 267.946.1407 [email protected] Media Contact Jay Cooney 267.857.8017 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION ANNOUNCES ELECTION OF TIMOTHY LAURION TO ITS BOARD OF DIRECTORS AND RESIGNATION OF MARIO LONGHI AS DIRECTOR PHILADELPHIA,PA (February 28, 2023) - Harsco Corporation (NYSE: HSC) announced today that it has elected Timot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2023 (February 23, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2023 (February 23, 2023) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2023 Harsco Corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2023 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission Fil

HARSCO CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS

/ Exhibit 99.1 Investor Contact David Martin 267.946.1407 [email protected] Media Contact Jay Cooney 267.857.8017 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS •Fourth Quarter Revenues from Continuing Operations Totaled $468 Million, An Increase of 6 Percent Over the Prior-Year Quarter After Excluding FX Translation Impacts •Q4 GAAP

HSC / Harsco Corp / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Harsco Corp (Name of Issuer) Common Stock (Title of Class of Securities) 415864107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule is file

HSC / Harsco Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01041-harscocorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Harsco Corp. Title of Class of Securities: Common Stock CUSIP Number: 415864107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-039

HARSCO CORPORATION REPORTS THIRD QUARTER 2022 RESULTS

/ Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS THIRD QUARTER 2022 RESULTS •Third Quarter Revenues from Continuing Operations Totaled $487 Million, An Increase of 4 Percent Over Prior-Year Quarter (or 9 Percent Excluding FX Translation Impacts) •Q3 GAAP Operating

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2022 Harsco Corporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2022 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 25, 2022 (October 19, 2022) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporatio

Amended and Restated By-laws of Harsco Corporation adopted on

Exhibit 3.1 HARSCO CORPORATION **** AMENDED AND RESTATED BY-LAWS **** As adopted by the original incorporators of Harsco Corporation and approved by the Board of Directors of Harsco Corporation at the first meeting of Directors held February 29, 1956, and Including amendment of Section 2, Article II proposed at the Board of Directors meeting held May 22, 1956 and amended at the meeting of the Boar

Amendment No. 12 to Third Amended and Restated Credit Agreement, dated as of August 29, 2022, among Harsco Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto.

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 12 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 29, 2022 (this ?Amendment Agreement?), among HARSCO CORPORATION, a Delaware corporation (the ?Company?), the Subsidiary Guarantors party hereto, BANK OF AMERICA, N.A., as administrative agent (the ?Administrative Agent?), and the Lenders party hereto (each, a ?Consenting Lender?). Ref

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 29, 2022 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 11 to Third Amended and Restated Credit Agreement, dated as of August 19, 2022, among Harsco Corporation, the Subsidiary Guarantors party thereto, and Bank of America, N.A. as administrative agent.

Exhibit 10.2 Execution Version AMENDMENT NO. 11 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 19, 2022 (this ?Amendment Agreement?), among HARSCO CORPORATION, a Delaware corporation (the ?Company?), the Subsidiary Guarantors party hereto, and BANK OF AMERICA, N.A., as administrative agent (the ?Administrative Agent?). Reference is made to the Third Amended and Restated Credit

HARSCO CORPORATION ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION Appoints Pete Minan Interim Chief Financial Officer

Exhibit 99.1 Investor Contact Media Contact David Martin Jay Cooney 717.612.5628 717.730.3683 [email protected] [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION Appoints Pete Minan Interim Chief Financial Officer CAMP HILL, PA ? August 12, 2022 ? Harsco Corporation (NYSE: HSC) a global, market leading provider of environmental solutions for

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2022 (August 8, 2022) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation)

(incorporated by reference to Exhibit 10.1 to the

Exhibit 10.1 Harsco Corporation Two Logan Square 100-120 North 18th Street, 17th Floor Philadelphia, PA 19103 USA Phone: 267.857.8715 Web: www.harsco.com August 11, 2022 Dear Pete: On behalf of Harsco Corporation (?Harsco? or the ?Company?), I wish to confirm our verbal offer of employment for the position of Interim Senior Vice President & Chief Financial Officer. Upon the commencement of your em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HA

HARSCO CORPORATION REPORTS SECOND QUARTER 2022 RESULTS

/ Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS SECOND QUARTER 2022 RESULTS ?Second Quarter Revenues from Continuing Operations Totaled $481 Million, An Increase of 3% Percent Over Prior-Year Quarter ?Q2 GAAP Operating Loss from Continuing Operations of $97 Millio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2022 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File N

HARSCO PROVIDES PRELIMINARY SECOND QUARTER OPERATING RESULTS AND UPDATED FULL YEAR OUTLOOK GIVEN UNPRECEDENTED INFLATION Second Quarter Earnings Scheduled for Tuesday, August 2, 2022

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO PROVIDES PRELIMINARY SECOND QUARTER OPERATING RESULTS AND UPDATED FULL YEAR OUTLOOK GIVEN UNPRECEDENTED INFLATION Second Quarter Earnings Scheduled for Tuesday, August 2, 2022 CAMP HILL, Pa. ? (July 15, 2022) ? Harsco Corporation (NYSE: H

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2022 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Nu

Purchase and Contribution Agreement, dated as of June 24, 2022, by and among Harsco Receivables LLC, Harsco Corporation, and various entities party thereto as originators (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 24, 2022, Commission File Number 001-03970).

Exhibit 10.2 EXECUTION COPY PURCHASE AND CONTRIBUTION AGREEMENT Dated as of June 24, 2022 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, HARSCO CORPORATION, as Servicer, and HARSCO RECEIVABLES LLC, as Buyer CONTENTS Clause Subject Matter Page ARTICLE I AGREEMENT TO PURCHASE AND SELL 2 SECTION 1.1 Agreement To Purchase and Sell 2 SECTION 1.2 Timing of Purchases 3 SECTION 1.3 Co

Amendment No. 10 to Third Amended and Restated Credit Agreement and Second Amendment to Guarantee and Collateral Agreement, dated as of June 24, 2022, among Harsco Corporation, the Subsidiary Guarantors party thereto, Bank of America, N.A. as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 24, 2022, Commission File Number 001-03970).

Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 10 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 24, 2022 (this ?Amendment Agreement?), among HARSCO CORPORATION, a Delaware corporation (the ?Company?), the Subsidiary Guarantors party hereto, BANK OF AMERICA, N.A., as administrative agent (the ?Administrative Agent?) and as

HARSCO CORPORATION COMPLETES ACCOUNTS RECEIVABLE SECURITIZATION TO SUPPORT FINANCIAL

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION COMPLETES ACCOUNTS RECEIVABLE SECURITIZATION TO SUPPORT FINANCIAL FLEXIBILITY CAMP HILL, Pa. ? (June 30, 2022) - Harsco Corporation (NYSE: HSC) today announced that it has closed an accounts receivable securitization facility

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 24, 2022 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Nu

Receivables Purchase Agreement, dated as of June 24, 2022, by and among Harsco Receivables LLC, Harsco Corporation, the persons from time to time party thereto as purchasers, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 24, 2022, Commission File Number 001-03970).

Exhibit 10.1 EXECUTION COPY RECEIVABLES PURCHASE AGREEMENT Dated as of June 24, 2022 by and among HARSCO RECEIVABLES LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, HARSCO CORPORATION, as initial Servicer, and PNC CAPITAL MARKETS LLC, as Structuring Agent TABLE OF CONTENTS Page ARTICLE I.????DEFINITIONS 1 SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO CORPORATION SAVINGS PLAN HARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO RETIREMENT SAVINGS AND INVEST

***

Harsco Corporation 350 Poplar Church Road Camp Hill, PA 17011 USA Web: www.harsco.com June 10, 2022 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Amy Geddes and Lyn Shenk Re: Harsco Corporation Form 10-K for the Year Ended December 31, 2021 Filed February 24, 2022 File No. 001-03970 Response dated June 10, 2022 Dear Amy G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 350 Poplar Church Road Camp Hill, Pennsylvania 17011 (Address of principal execu

lease between the Company and David Stanton (incorporated by reference to the Company's Current Report on Form 8-K dated May 24, 2022, Commission File Number 001-03970)

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the ?Agreement?) is entered into by and between Harsco Corporation (the ?Company?) and David Stanton (?Employee?). WHEREAS, Employee has been employed by the Company as a Senior Vice President and Group President ? Harsco Clean Earth; and WHEREAS, Employee and the Company wish to end their employme

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 24, 2022 (May 18, 2022) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Comm

HARSCO CORPORATION ANNOUNCES LEADERSHIP CHANGE IN ITS CLEAN EARTH DIVISION

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION ANNOUNCES LEADERSHIP CHANGE IN ITS CLEAN EARTH DIVISION CAMP HILL, PA (May 5, 2022) ? Harsco Corporation (NYSE: HSC) announced that effective today David Stanton has left the Company to pursue other opportunities after two yea

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2022 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2022 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numb

Form of PSU Award Agreement (for awards granted on or after March 1, 2022)

Exhibit 10.2 HARSCO CORPORATION PERFORMANCE SHARE UNITS AGREEMENT (FORM) This PERFORMANCE SHARE UNITS AGREEMENT (this "Agreement") is made as of March 4, 2022, by and between Harsco Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 H

Form of RSU Award Agreement (for awards granted on or after March 1, 2022)

Exhibit 10.1 HARSCO CORPORATION RESTRICTED STOCK UNITS AGREEMENT (FORM) This RESTRICTED STOCK UNITS AGREEMENT (this "Agreement") is made as of March 4, 2022, by and between Harsco Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given t

Form of SAR Award Agreement (for awards granted on or after March 1, 2022)

Exhibit 10.3 HARSCO CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT (FORM) This STOCK APPRECIATION RIGHTS AGREEMENT (this "Agreement") is made as of March 4, 2022, by and between Harsco Corporation, a Delaware corporation and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings gi

HARSCO CORPORATION REPORTS FIRST QUARTER 2022 RESULTS

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS FIRST QUARTER 2022 RESULTS ?First Quarter Revenues from Continuing Operations Totaled $453 Million ?Q1 GAAP Operating Income from Continuing Operations of $8 Million and Adjusted EBITDA Totaled $49 Million; Performance

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 25, 2022 (April 20, 2022) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (

HARSCO ANNOUNCES RESULTS OF 67th ANNUAL MEETING OF STOCKHOLDERS

Exhibit 99.1 Investor Contact Media Contact David Martin Jay Cooney 717.612.5628 717.730.3683 [email protected] [email protected] FOR IMMEDIATE RELEASE HARSCO ANNOUNCES RESULTS OF 67th ANNUAL MEETING OF STOCKHOLDERS PHILADELPHIA ? (April, 20, 2022) - Harsco Corp. (NYSE: HSC) announced the results of its 67th Annual Meeting of Stockholders, held virtually today. Stockholders approved the electio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Subsidiaries of the Registrant.

HARSCO CORPORATION Exhibit 21 Subsidiaries of Registrant Subsidiary Country of Incorporation Ownership Percentage Harsco Metals Argentina S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-03970 HARSCO CORPORATION (Exact name of registrant as specified in

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2022 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission Fil

Amendment No. 9, dated February 22, 2022, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent, and the lenders party thereto.

Exhibit 10(a)(xv) AMENDMENT NO. 9, dated as of February 22, 2022 (this ?Amendment Agreement?), among HARSCO CORPORATION, a Delaware corporation (the ?Company?), the Subsidiary Guarantors party hereto, BANK OF AMERICA, N.A., as administrative agent (the ?Administrative Agent?), and the Lenders party hereto (each, a ?Consenting Lender?). Reference is made to the Third Amended and Restated Credit Agr

HARSCO CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS ?Fourth Quarter Revenues from Continuing Operations Totaled $462 Million, an Increase of 7 Percent from the Prior Year Quarter ?Q4 GAAP Operating Income of $16 Million and Adju

HSC / Harsco Corp / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Harsco Corp (Name of Issuer) Common Stock (Title of Class of Securities) 415864107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule is file

HSC / Harsco Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Harsco Corp. Title of Class of Securities: Common Stock CUSIP Number: 415864107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2021 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

Third Amended and Restated Credit Agreement dated October 27, 2021, among the Company, the subsidiaries of the Company party thereto, and Bank of America, N.A., as administrative agent.

Exhibit 10.1 AMENDMENT NO. 8 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 8 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this ?Agreement?), dated as of October 27, 2021 (the ?Amendment Effective Date?), is entered into among HARSCO CORPORATION, a Delaware corporation (the ?Company?), the Subsidiary Guarantors party hereto and Bank of America, N.A., as administrative agent (

HARSCO CORPORATION REPORTS THIRD QUARTER 2021 RESULTS AND ANNOUNCES PLANS TO EXPLORE STRATEGIC ALTERNATIVES FOR RAIL BUSINESS

EX-99.1 2 pressreleasefinancialstate.htm EX-99.1 Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS THIRD QUARTER 2021 RESULTS AND ANNOUNCES PLANS TO EXPLORE STRATEGIC ALTERNATIVES FOR RAIL BUSINESS •Third Quarter Revenues Totaled $544 Million, an Increase of 7 Percent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-039

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 16, 2021 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 3, 2021 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HA

HARSCO CORPORATION REPORTS SECOND QUARTER 2021 RESULTS

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS SECOND QUARTER 2021 RESULTS ?Second Quarter Revenues Totaled $570 Million, an Increase of 27 Percent and 8 Percent, Respectively, From the Prior Year and Sequential Quarters ?Q2 GAAP Operating Income of $36 Million and

As filed with the Securities and Exchange Commission on August 3, 2021

As filed with the Securities and Exchange Commission on August 3, 2021 Registration No.

10.3 to the Company's Form S-8 dated August 3, 2021. Commission File Number 001-03970).

EX-10.3 3 ex103.htm EX-10.3 Exhibit 10.3 HARSCO CORPORATION 2016 NON-EMPLOYEE DIRECTORS’ LONG-TERM EQUITY COMPENSATION PLAN Amendment No. 2 WHEREAS, the Board of Directors and stockholders of Harsco Corporation (the “Corporation”) have adopted the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan (the “Plan”); WHEREAS, pursuant to Section IV.A of the Plan, a total of 400,000 shares o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO CORPORATION SAVINGS PLAN HARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO RETIREMENT SAVINGS AND INVEST

TO: Directors and Executive Officers of Harsco Corporation

EX-99.1 2 ex-991xregulationbtrblacko.htm EX-99.1 Exhibit 99.1 MEMORANDUM TO: Directors and Executive Officers of Harsco Corporation DATE: May 21, 2021 SUBJECT: Upcoming Blackout Period This notice is to inform you that, as directors and executive officers of Harsco Corporation (the “Company” or “we”), you will be prohibited from trading in the Company’s common stock during an upcoming blackout per

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 18, 2021 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 350 Poplar Church Road Camp Hill, Pennsylvania 17011 (Address of principal execu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2021 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numb

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 H

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2021 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Numb

HARSCO CORPORATION REPORTS FIRST QUARTER 2021 RESULTS

EX-99.1 2 pressreleasefinancialstate.htm EX-99.1 Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS FIRST QUARTER 2021 RESULTS •First Quarter Revenues Totaled $529 Million, An Increase Compared With Both the Sequential and Prior Year Quarters •Q1 GAAP Operating Income

JOHN S. QUINN JOINS HARSCO CORPORATION’S BOARD OF DIRECTORS

EX-99.1 2 hscexhibit991-04202021.htm EX-99.1 Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE JOHN S. QUINN JOINS HARSCO CORPORATION’S BOARD OF DIRECTORS CAMP HILL, PA (April 20, 2021) - Harsco Corporation (NYSE: HSC) announced today that it has elected John S. Quinn, 62, to its Board of Direc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2021 (April 20, 2021) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (

HARSCO ANNOUNCES RESULTS OF 66TH ANNUAL MEETING OF STOCKHOLDERS

Exhibit 99.2 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO ANNOUNCES RESULTS OF 66TH ANNUAL MEETING OF STOCKHOLDERS CAMP HILL, Pa. ? (April 20, 2021) - Harsco Corp. (NYSE: HSC) announced the results of its 66th Annual Meeting of Stockholders, held virtually today. Stockholders approved the electi

Amendment No. 7 to Third Amended and Restated Credit Agreement, dated as of March 10, 2021, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank, N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 10, 2021. Commission File Number 001-03970).

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 10, 2021 (this ?Amendment Agreement?), among HARSCO CORPORATION, a Delaware corporation (the ?Company?), the Subsidiary Guarantors party hereto, CITIBANK, N.A., as Administrative Agent and Collateral Agent, the Extending Revolving Credit Lenders (as defined below), each ?Term B-3 Lender

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy S

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 10, 2021 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File N

HARSCO COMPLETES REFINANCING OF TERM LOANS AND EXTENSION OF REVOLVING CREDIT FACILITY

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO COMPLETES REFINANCING OF TERM LOANS AND EXTENSION OF REVOLVING CREDIT FACILITY CAMP HILL, Pa. ? (March 10, 2021) ? Harsco Corporation (NYSE:HSC) (the ?Company?) announced today that it amended its existing senior secured credit agreement

HARSCO CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS •Fourth Quarter GAAP Operating Income Of $11 Million And GAAP Diluted Loss Per Share Of $0.07 Including Anticipated Unusual Items •Q4 Adjusted Earnings Per Share Of $0.12 •Adju

Subsidiaries of the Registrant.

EX-21 2 hsc-ex2120201231x10k.htm EX-21 HARSCO CORPORATION Exhibit 21 Subsidiaries of Registrant Subsidiary Country of Incorporation Ownership Percentage Harsco Metals Argentina S.A. Argentina 100% Harsco (Australia) Pty. Limited Australia 100% Harsco Metals Australia Pty. Ltd. Australia 100% Harsco Metals Australia Holding Investment Co. Pty. Ltd. Australia 100% Harsco Rail Pty. Ltd. Australia 100

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-03970 HARSCO CORPORATION (Exact name of registrant as specified in

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2021 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission Fil

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Harsco Corp. Title of Class of Securities: Common Stock CUSIP Number: 415864107 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 10, 2020 (December 9, 2020) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporati

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2020 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-039

HARSCO CORPORATION REPORTS THIRD QUARTER 2020 RESULTS

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS THIRD QUARTER 2020 RESULTS •Third Quarter Revenues Increased 14 Percent From The Second Quarter To $509 Million As COVID-19 Business Impacts Began To Ease; Revenues Increased 20 Percent From Prior Year Third Quarter Du

Amendment No. 2 to the 2013 Equity Incentive Compensation Plan.

Exhibit 10.4 HARSCO CORPORATION 2013 Equity and incentive Compensation Plan Amendment No. 2 WHEREAS, the Board of Directors and stockholders of Harsco Corporation (the “Corporation”) have adopted the 2013 Equity and Incentive Compensation Plan, together with Amendment No. 1 to the 2013 Equity and Incentive Compensation Plan (the “Plan”); WHEREAS, pursuant to Section 3(a) of the Plan, a total of 7,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2020 Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File N

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HA

HARSCO CORPORATION REPORTS SECOND QUARTER 2020 RESULTS

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS SECOND QUARTER 2020 RESULTS •Second Quarter GAAP Loss of $10 Million or $0.14 Per Share Including Anticipated Acquisition, Integration and Financing Costs; Adjusted Earnings Per Share of $0.13 •Adjusted EBITDA Totaled

Form of Restricted Stock Units Agreement (Non-Employee Director)(incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2020, Commission File Number 001-03970).

Exhibit 10.3 HARSCO CORPORATION FORM OF RESTRICTED STOCK UNITS AGREEMENT (Directors) This Agreement (the “Agreement”) is made as of this 15th day of May, 2020 (the “Date of Grant”) by and between Harsco Corporation, a Delaware corporation (the “Company”) and , a non-employee director of the Company (the “Grantee”). 1.Grant of Restricted Stock Units. Subject to and upon the terms, conditions and re

- S-8

As filed with the Securities and Exchange Commission on July 31, 2020 Registration No.

Amendment No. 2 to the 2013 Equity Incentive Compensation Plan (incorporated by reference to the Company's Form S-8 filed July 31, 2020, Commission File Number 001-03970).

Exhibit 10.3 HARSCO CORPORATION 2013 EQUITY AND INCENTIVE COMPENSATION PLAN Amendment No. 2 WHEREAS, the Board of Directors and stockholders of Harsco Corporation (the “Corporation”) have adopted the 2013 Equity and Incentive Compensation Plan, together with Amendment No. 1 to the 2013 Equity and Incentive Compensation Plan (the “Plan”); WHEREAS, pursuant to Section 3(a) of the Plan, a total of 7,

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO CORPORATION SAVINGS PLAN HARS

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 HARSCO RETIREMENT SAVINGS AND INVEST

Amendment No. 6, dated June 26, 2020, among Harsco Corporation, the subsidiaries of the Company party thereto, Citibank N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to the Company's Current Report on Form 8-K filed June 26, 2020, Commission File Number 001-03970).

EX-10.1 2 d46729dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 6, dated as of June 26, 2020 (this “Amendment Agreement”), among HARSCO CORPORATION, a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto, CITIBANK, N.A., as Administrative Agent and Collateral Agent, and the Lenders party hereto (each, a “Consenting Lender”). Reference is made to the Third Am

HARSCO COMPLETES AMENDMENT TO ITS CREDIT FACILITY

EX-99.1 Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO COMPLETES AMENDMENT TO ITS CREDIT FACILITY CAMP HILL, PA – June 26, 2020 (GLOBE NEWSWIRE) — Harsco Corporation (NYSE:HSC) (the “Company”) announced today that it has obtained an amendment (the “Amendment”) of its existing senior s

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 26, 2020 (June 26, 2020) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Co

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2020 ( April 8, 2020 ) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On April 6, 2020, Harsco Corporation (the "Company" or "Harsco") completed the previously announced acquisition of the Environmental Solutions business ("ESOL") from Stericycle, Inc. (the "Acquisition"). Under the terms of the Stock Purchase Agreement dated as of February 6, 2020 (the "Agreement"), the Company acquired E

Environmental Solutions (A Business of Stericycle, Inc.) Combined Financial Statements As of and for the year ended December 31, 2019

Exhibit 99.1 mmitm Environmental Solutions (A Business of Stericycle, Inc.) Combined Financial Statements As of and for the year ended December 31, 2019 Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Audited Financial Statements: Report of Independent Auditors 1 Combined Statement of Loss for the Year Ended December 31, 2019 2 Combined Balance Sheet as of December 31, 2019 3 Combined Statement of Cash

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 350 Poplar Church Road Camp Hill, Pennsylvania 17011 (Address of principal execu

Form of Consulting Agreement to be entered into as of July 1, 2020 by Tracey L. McKenzie and Harsco Corporation (incorporated by reference to the Company's current report on Form 8-K dated May 12, 2020, Commission File Number 001-03970).

Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (hereinafter “Agreement”) is made and entered into as of July 1, 2020 (hereinafter the “Effective Date”), by and between Harsco Corporation, a Delaware corporation with a principal place of business at 350 Poplar Church Road, Camp Hill, PA (hereinafter “Client”), and Consultant, Tracey McKenzie (hereinafter “Consultant”). Article 1 TERM A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2020 (May 6, 2020) Harsco Corporation (Exact name of registrant as specified in its charter) Delaware 001-03970 23-1483991 (State or other jurisdiction of incorporation) (Commi

HARSCO CORPORATION REPORTS FIRST QUARTER 2020 RESULTS

Exhibit 99.1 Investor Contact David Martin 717.612.5628 [email protected] Media Contact Jay Cooney 717.730.3683 [email protected] FOR IMMEDIATE RELEASE HARSCO CORPORATION REPORTS FIRST QUARTER 2020 RESULTS • Q1 GAAP Operating Income of $3 Million • Adjusted EBITDA Totaled $57 Million; Above Prior Guidance Due to Strong Performance in Clean Earth and Rail as Well as Lower Corporate Spending • Co

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-03970 H

Form of PSU Award Agreement (for awards granted on or after March 10, 2020) (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020, Commission File Number 001-03970).

Exhibit 10.3 HARSCO CORPORATION PERFORMANCE SHARE UNITS AGREEMENT (FORM) This PERFORMANCE SHARE UNITS AGREEMENT (this "Agreement") is made as of March 10, 2020, by and between Harsco Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings give

Amendment to Sale and Purchase Agreement, dated January 30,2020 by and among Harsco Corporation, Harsco Mexico Holding, S. A. de C.V. and Sidero Inc. (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020, Commission File Number 001-03970).

Exhibit 2.2 AMENDMENT TO SALE AND PURCHASE AGREEMENT THIS AMENDMENT TO SALE AND PURCHASE AGREEMENT, dated as of January 30, 2020 (“Amendment”), is entered into by and among Harsco Corporation, a Delaware corporation (“Seller Parent”), Harsco México Holding, S.A. de C.V., a Mexico corporation (“Irving”), and Sidero Inc., a Delaware corporation (“Purchaser”). Capitalized terms used and not otherwise

Form of RSU Award Agreement (for awards granted on or after March 10, 2020) (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020, Commission File Number 001-03970).

EX-10.2 3 hsc-ex10203312020.htm EXHIBIT 10.2 Exhibit 10.2 HARSCO CORPORATION RESTRICTED STOCK UNITS AGREEMENT (FORM) This RESTRICTED STOCK UNITS AGREEMENT (this "Agreement") is made as of March 10, 2020, by and between Harsco Corporation, a Delaware corporation, and [Participant Name:First Name Last Name] (the "Grantee"). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in