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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


☐			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 001-37363


Enviva Inc.
(Exact name of registrant as specified in its charter)


Delaware						46-4097730
(State or other jurisdiction						(I.R.S. Employer
of incorporation or organization)						Identification No.)


7272 Wisconsin Ave.	Suite 1800
Bethesda,	MD	20814
(Address of principal executive offices)		(Zip code)


(301)			657-5560
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	EVA	New York Stock Exchange

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

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

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

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

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

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

Large accelerated filer ☒☐ Accelerated filer ☐☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

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

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

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

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, ~~2022~~2023 was approximately $2348,~~103~~967,~~158,559~~660 based upon a closing price of $5710.2285 per share of the registrant’s common stock as reported on the New York Stock Exchange on such date.

As of ~~February~~September 2423, ~~2023~~2024, 6774,~~610~~864,~~102~~651 shares of the registrant’s common stock were outstanding.

Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement relating to the registrant’s 2023 Annual Meeting of Stockholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents

ENVIVA INC.

ANNUAL REPORT ON FORM 10‑K

TABLE OF CONTENTS

Cautionary Statement Regarding Forward‑Looking Statements		1
Glossary of Terms		3
Part I		4
Item 1.	Business	4
Item 1A.	Risk Factors	1113
Item 1B.	Unresolved Staff Comments	2631
Item 2.	Properties	26
Item 1C.	Cybersecurity	31
Item 3.	Legal Proceedings	26
Item 2.	Properties	32
Item 4.	Mine Safety Disclosures	26
Item 3.	Legal Proceedings	32
Part II		27
Item 4.	Mine Safety Disclosures	33
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Part II		34
Item 6.	Reserved	29
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 6.	Reserved	35
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 8.	Financial Statements and Supplementary Data	47
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	84
Item 8.	Financial Statements and Supplementary Data	53
Item 9A.	Controls and Procedures	85
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	104
Item 9B.	Other Information	87
Item 9A.	Controls and Procedures	104
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	87
Item 9B.	Other Information	109
Part III		88
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	109
Item 10.	Directors, Executive Officers and Corporate Governance	88
Part III		110
Item 11.	Executive Compensation	88
Item 10.	Directors, Executive Officers and Corporate Governance	110
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	88
Item 11.	Executive Compensation	121
Item 13.	Certain Relationships and Related Transactions and Director Independence	88
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	140
Item 14.	Principal Accounting Fees and Services	88
Item 13.	Certain Relationships and Related Party Transactions and Director Independence	141
Part IV		89
Item 14.	Principal Accounting Fees and Services	144
Item 15.	Exhibits, Financial Statement Schedules	91
Part IV		145
Item 15.	Exhibits, Financial Statement Schedules	145

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CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS

Certain statements and information in this Annual Report on Form 10‑K (this “Annual Report”) may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward‑looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Although management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from those in our historical experience and our present expectations or projections. Factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

•our ability to successfully complete a restructuring under Chapter 11 of the Bankruptcy Code;

•potential adverse effects of the Chapter 11 Cases on our liquidity and results of operations (including the availability of operating capital during the pendency of the Chapter 11 Cases);

•our ability to obtain timely approval by the Bankruptcy Court with respect to the motions and applications filed in the Chapter 11 Cases;

•objections to our restructuring process, the DIP Financing (as defined below) or debtor-in-possession financing, or other pleadings filed ( or any appeals of orders relating thereto) that could protract or increase the cost of the Chapter 11 Cases;

•employee attrition and our ability to retain senior management and other key personnel due to distractions and uncertainties associated with the Chapter 11 Cases, including our ability to provide adequate compensation and benefits during the Chapter 11 Cases;

•our ability to maintain relationships with vendors, customers, employees, and other third parties and regulatory authorities as a result of the Chapter 11 Cases;

•our ability to comply with the conditions of the DIP Financing, the RSA (as defined below) and other financing and restructuring arrangements;

•the effects of the bankruptcy petitions on the Company and on the interests of various constituents, including our stockholders;

•the length of time that we will operate under the protections of the Bankruptcy Code and the continued availability of operating capital during the pendency of the Chapter 11 Cases;

•risks associated with third-party motions in the Chapter 11 Cases, which may interfere with our ability to consummate a restructuring in accordance with the timeline prescribed by the RSA or at all;

•increased administrative and legal costs related to the Chapter 11 Cases and other litigation and inherent risks involved in a bankruptcy process;

•our ability to successfully execute cost-reduction and productivity initiatives on the anticipated timeline or at all;

•our ability to successfully renegotiate contracts with customers on anticipated rates or at all;

•the volume and quality of products that we are able to produce or source and sell, which could be adversely affected by, among other things, operating or technical difficulties at our wood pellet production plants or deep-water marine terminals;

•the prices at which we are able to sell our products, including changes in spot prices;

•our ability to capitalize on higher spot prices and contract flexibility in the future, which is subject to fluctuations in pricing and demand;

•~~the~~impairment ~~possibility~~of ~~that~~other ~~current~~long-lived ~~market prices may not continue and therefore, in the future, we may not be able to make spot sales and may need to make spot purchases at higher prices~~assets;

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•failure of our customers, vendors, and shipping partners to pay or perform their contractual obligations to us;

•our inability to successfully execute our project development, capacity expansion, and new facility construction activities on time and within budget;

•the creditworthiness of our contract counterparties;

•the amount of low-cost wood fiber that we are able to procure and process, which could be adversely affected by, among other things, disruptions in supply or operating or financial difficulties suffered by our suppliers;

•our ability to successfully negotiate, complete, and integrate third-party acquisitions, or to realize the anticipated benefits of such acquisitions;

•changes in the price and availability of natural gas, coal, diesel, oil, gasoline, or other sources of energy;

•changes in prevailing domestic and global economic, political, and market conditions, including the imposition of tariffs or trade or other economic sanctions, political instability or armed conflict, rising inflation levels and government efforts to reduce inflation, or a prolonged recession;

•inclement or hazardous environmental conditions, including extreme precipitation, temperatures, and flooding;

•fires, explosions, or other accidents;

•changes in domestic and foreign laws and regulations (or the interpretation thereof) related to renewable or low-carbon energy, the forestry products industry, the international shipping industry, or power, heat, or combined heat and power generators;

•changes in domestic and foreign tax laws and regulations affecting the taxation of our business, and investors;

•changes in the regulatory treatment of biomass in core and emerging markets;

•our inability to acquire or maintain necessary permits or rights for our production, transportation, or terminaling operations;

•changes in the price and availability of transportation;

•changes in foreign currency exchange or interest rates and the failure of ~~our~~any hedging arrangements to effectively reduce our exposure to related risks;

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•risks related to our indebtedness, including the levels, and maturity date of such indebtedness;

•our failure to maintain effective quality control systems at our wood pellet production plants and deep-water marine terminals, which could lead to the rejection of our products by our customers;

•changes in the quality specifications for our products required by our customers;

•labor disputes, unionization, or similar collective actions;

•our inability to hire, train, or retain qualified personnel to manage and operate our business;

•the possibility of cyber and malware attacks;

•our inability to borrow funds and access capital markets;

•~~viral~~our ~~contagions~~ability orto ~~pandemic~~maintain ~~diseases,~~the ~~such~~listing asof ~~COVID-19~~our stock on the New York Stock Exchange (the “NYSE”) and to cure our noncompliance with NYSE listing standards;

•viral contagions or pandemic diseases;

•potential liability resulting from pending or future litigation, investigations, or claims; and

•governmental actions and actions by other third parties that are beyond our control.

All forward-looking statements in this Annual Report are expressly qualified in their entirety by the foregoing cautionary statements.

Please read Part I, Item 1A. “Risk Factors.” Readers are cautioned not to place undue reliance on forward-looking statements and we undertake no obligation to update or revise any such statements after the date they are made, whether as a result of new information, future events or otherwise.

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GLOSSARY OF TERMS

biomass: any organic biological material derived from living organisms that stores energy from the sun.

co-fire: the combustion of two different types of materials at the same time. For example, biomass is sometimes fired in combination with coal in existing coal plants.

cost pass-through mechanism: a provision in commercial contracts that passes costs through to the purchaser.

dry-bulk: describes dry-bulk commodities that are shipped in large, unpackaged amounts.

metric ton: one metric ton, which is equivalent to 1,000 kilograms and 1.1023 short tons.

nameplate: the intended full-load sustained maximum rated output of production.

net calorific value: the amount of usable heat energy released when a fuel is burned completely and the heat contained in the water vapor generated by the combustion process is not recovered. The European power industry typically uses net calorific value as the means of expressing fuel energy.

off-take contract: an agreement concerning the purchase and sale of a certain volume of future production of a given resource such as wood pellets.

stumpage: the price paid to the underlying timber resource owner for the raw material.

utility-grade wood pellets: wood pellets meeting minimum requirements generally specified by industrial consumers and produced and sold in sufficient quantities to satisfy industrial‑scale consumption.

wood fiber: cellulosic elements that are extracted from trees and used to make various materials, including paper. In North America, wood fiber is primarily extracted from hardwood (deciduous) trees and softwood (coniferous) trees.

wood pellets: energy-dense, low-moisture, and uniformly sized units of wood fuel produced from processing various wood resources or byproducts.

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PART I

ITEM 1. BUSINESS

This Annual Report on Form 10-K presents information for Enviva Inc., a Delaware corporation. References to “Enviva,” the “Company,” “we,” “us,” or “our,” or similar expressions refer to Enviva Inc. and its subsidiaries. Please read Cautionary Statement Regarding Forward-Looking Statements beginning on page 1 and Item 1A. “Risk Factors” for information regarding certain risks inherent in our business.

Overview

WeEnviva ~~are~~was ~~a growth-oriented company~~ originally formed in 2013 as a limited partnership that converted to a corporation on December 31, 2021. We develop, construct, acquire, and own and operate, ~~fully~~ contracted wood pellet production plants where we aggregate a natural resource, wood fiber, and process it into dry, densified, uniform wood pellets that can be effectively stored and transported around the world. We primarily sell our wood pellets through long-term, take-or-pay off-take contracts with ~~creditworthy~~ customers in Japan, the United Kingdom (the “U.K.”), and the European Union (the “EU”), ~~and Japan,~~ who use our ~~pellets to displace coal and other fossil fuels to generate power and heat as part of their efforts to accelerate the energy transition away from conventional energy sources. Our~~ wood pellets meet the criteria put forth by the European Union’s Renewable Energy Directive II (“RED II”) which includes biomass in its definition of renewable energy. The wood pellets we produce are viewed by our customers as a critical component of their efforts to reduce life-cycle greenhouse gas emissions in their core energy generation or industrial manufacturing processes and to mitigate the impact of climate change. We believe that our pellets also have potential applicability to hard-to-abate sectors as bio-based raw material feedstock to industrial processes formerly provided by fossil fuels where their use could reduce greenhouse gas emissions on a lifecycle basis and to generate ~~process~~power ~~steam~~ and heat ~~in heavy industrial manufacturing like lime, sugar, steel, and cement, and to generate aviation fuels and other liquids~~.

We own and operate ten plants (collectively, “our plants”) ~~with~~strategically alocated ~~combined production capacity of approximately 6.2 million metric tons per year (“MTPY”) of wood pellets~~ in Virginia, North Carolina, South Carolina, Georgia, Florida, and Mississippi~~, the production of which is fully contracted with a few of our contracts extending well into the 2040s~~. We export our wood pellets to global markets through our deep-water marine terminal at the Port of Chesapeake, Virginia, terminal assets at the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. In 2022, we commenced construction of ~~our~~a ~~fully contracted~~ wood pellet production plant in Epes, Alabama (the “Epes plant”) which is designed and permitted to produce more than one million metric tons per year (“MTPY”) of wood pellets. ~~Additionally,~~For ~~in 2022~~2023, weour ~~commenced~~production ~~the~~capacity ~~development~~from ofour a wood pellet production ~~plant~~plants inwas ~~Bond,~~contracted ~~Mississippi~~under ~~(the~~our ~~“Bond~~long-term, ~~plant”)~~take-or-pay ~~which~~off-take ~~is designed to produce one million MTPY of wood pellets~~contracts. ~~All~~Our ~~of our~~ facilities are located in geographic regions with low input costs and favorable transportation logistics. ~~Owning these cost-advantaged assets in a rapidly expanding industry provides us with a platform to generate stable cash flows.~~ Our ~~plants are sited in robust fiber baskets providing stable pricing for the low-grade fiber used to produce wood pellets. Our~~ raw materials are byproducts of the sawmilling process or traditional timber harvesting, principally low-value wood materials, such as trees generally not suited for sawmilling or other manufactured forest products, ~~tree~~treetops ~~tops~~ and limbs, understory, brush, and slash that are generated in a harvest.

Our primary sales strategy is to fully contract the wood pellet production from our plants under long-term, take-or-pay off-take contracts with a diversified ~~and creditworthy~~ customer base. ~~Our~~In ~~long-term~~connection ~~off-take~~with ~~contracts~~our ~~typically~~ongoing ~~provide~~restructuring ~~for~~through ~~fixed-price~~Chapter ~~deliveries~~11 ~~that~~of ~~often include provisions that escalate~~ the ~~price~~Bankruptcy ~~over time and provide for other margin protection. For 2022~~Code, ~~our~~we ~~production~~renegotiated ~~capacity~~many ~~from~~of our ~~wood pellet production plants was contracted under our existing~~ long-term, ~~take-or-pay off-take~~ contracts., Inand ~~addition~~are continuing to ~~generating~~negotiate ~~durable~~certain ~~cash~~other ~~flow from long-term take-or-pay off-take~~ contracts, wewith ~~monitor sustained dislocations in~~ the ~~marketplace,~~goal ~~and~~of ~~opportunistically~~improving ~~transact~~profitability ~~when pricing dynamics~~ and ~~contract flexibility provide avenues~~ to ~~generate~~better ~~incremental~~protect ~~gross~~against ~~margin.~~future ~~Furthermore,~~inflation ~~our~~and ~~off-take~~other ~~contracts~~cost ~~generally provide us with the opportunity to flex a certain percentage of contracted shipments up or down~~risks. ~~That~~We ~~flexibility,~~prioritized ~~enabled by our multi~~high-~~plant profile~~quality, ~~multi-deep water marine terminals and our~~ long-term ~~shipping~~contracted ~~contracts,~~relationships ~~can~~with ~~create~~the ~~opportunities~~intention toof ~~optimize~~returning ~~our~~to ~~gross~~a ~~margin~~business ~~when~~model weof ~~sell~~primary ~~under~~cash ~~short-term~~flow ~~contracts~~generation infrom ~~times when spot market prices are elevated or~~predictable, ~~conversely,~~profitable ~~when we purchase third~~take-~~party~~or-pay ~~volumes during times when spot market prices are depressed~~contracts.

Our ~~volumes~~largest ~~under~~customers use our ~~firm~~wood ~~and~~pellets ~~contingent~~as ~~long-term,~~a ~~take-~~substitute fuel for coal in dedicated biomass or co-~~pay~~fired ~~off~~coal power plants. Wood pellets serve as a suitable “drop-~~take~~in” ~~contracts~~alternative ~~provide~~to ~~for~~coal because of their comparable heat content, density, and form. Due to the uninterruptible nature of our customers’ fuel consumption, our customers require a reliable supply of wood pellets that meet stringent product ~~sales~~specifications. ~~backlog~~We have built our operations and assets to deliver and certify the highest levels of ~~$23~~product quality.5 ~~billion~~In ~~and~~addition to our ~~contracts~~customers’ ~~have~~focus aon ~~total~~the ~~weighted-average~~reliability ~~remaining~~of ~~term~~supply, they are concerned about the combustion efficiency of 13the wood pellets and their safe handling.7 ~~years~~Because ~~from~~combustion ~~January~~efficiency 1is a function of energy density, ~~2023~~particle size distribution, ash/inert content, and moisture, our customers require that we supply wood pellets meeting minimum criteria for a variety of specifications and, in some cases, provide incentives for exceeding our contract specifications.

~~Due~~Chapter to11 the uninterruptible nature of our customers’ fuel and other raw material consumption, our customers require a reliable supply of wood pellets that meet stringent product specifications. We have built our operations and assets to deliver and Cases

On March 12, 2024 (the “Petition Date”), the Company and certain subsidiaries of the Company (collectively, the “Debtors”) filed voluntary petitions (“the Bankruptcy Petitions”) for reorganization under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (“Bankruptcy Court”). On March 14, 2024, the Bankruptcy Court granted motions filed by the Company seeking joint administration of the Chapter 11 Cases under the caption In re: Enviva Inc., et al., Case No. 24-10453 (the “Chapter 11 Cases”). The Company is continuing to operate in the ordinary course throughout the Chapter 11 Cases as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

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~~certify~~The ~~the~~filing ~~highest~~of ~~levels~~the ofBankruptcy ~~product~~Petitions ~~quality~~described ~~and~~above ~~our~~constitutes ~~track~~an ~~record~~event of ~~reliable~~default ~~deliveries~~and ~~enables~~acceleration usunder toeach ~~charge~~of ~~premium~~the ~~prices~~following ~~for~~debt ~~this~~instruments ~~certainty.~~(the “Debt Instruments”):

~~Our~~•Indenture, ~~Production~~dated ~~Plants~~as of December 9, ~~Logistics~~2019, by and ~~Storage~~among ~~Capabilities~~the Company (as successor to Enviva Partners, LP), Enviva Partners Finance Corp., each of the guarantors party thereto, and Wilmington Savings Fund Society, FSB (as successor to Wilmington Trust, N.A.), as trustee.

We•Amended ~~procure~~and ~~low-grade~~Restated ~~wood~~Credit ~~fiber~~Agreement, ~~and~~dated ~~process~~as itof ~~into~~October ~~utility-grade~~18, ~~wood~~2018 ~~pellets~~(as amended, restated, amended and ~~load~~restated, ~~the~~supplemented, ~~finished~~or ~~wood~~otherwise ~~pellets~~modified ~~into~~from ~~railcars,~~time ~~trucks~~to time), by and ~~barges~~among ~~for~~the ~~transportation~~Company, toEnviva, ~~deep-water~~LP, ~~marine~~each ~~terminals,~~of ~~where~~the weguarantors ~~receive~~party thereto, ~~store~~the lenders party thereto, and ~~ultimately~~Ankura ~~load~~Trust ~~our~~Company, ~~products~~LLC, ~~onto~~as ~~dry~~Administrative ~~bulk~~Agent ~~cargo~~and ~~oceangoing~~as ~~vessels~~Collateral ~~for~~Agent, ~~delivery~~and tothe ~~our~~other ~~customers.~~parties thereto;

We•Indenture ~~own and operate ten industrial-scale wood pellet production plants strategically located in the Mid-Atlantic and Gulf Coast regions~~ of ~~the~~Trust ~~United~~(as ~~States~~amended, ~~geographic~~restated, ~~areas~~modified, insupplemented, ~~which~~or ~~wood~~replaced ~~fiber~~from ~~resources~~time ~~are plentiful and readily available. We employ a “build-and-copy” approach~~ to ~~the construction of new capacity~~time), ~~which~~dated ~~allows~~as ~~for~~of ~~efficiencies~~July ~~in the engineering~~1, ~~design~~2022, ~~construction,~~by and ~~operation~~between ofThe ~~our~~Industrial ~~facilities.~~Development ~~Furthermore,~~Authority ~~our multi-plant profile and scale provide us with flexibility under our portfolio~~ of ~~off-take~~Sumter ~~contracts~~County ~~that enhances the reliability of our deliveries~~ and ~~provides~~Wilmington ~~for~~Trust, ~~opportunities~~N.A., ~~for optimization~~ as ~~detailed above.~~trustee;

•Loan and Guaranty Agreement, dated effective as of July 15, 2022, by and among The Industrial Development Authority of Sumter County, the Company, and certain of its subsidiaries;

•Indenture of Trust (as amended, restated, modified, supplemented, or replaced from time to time), dated as of November 1, 2022, by and between Mississippi Business Finance Corporation and Wilmington Trust, N.A., as trustee;

•Loan and Guaranty Agreement, dated effective as of November 22, 2022, by and among Mississippi Business Finance Corporation, the Company, and certain of its subsidiaries;

•Loan Agreement, dated as of June 27, 2022, by and among Enviva Pellets Epes, LLC, the lenders party thereto, and the Company; and

•Loan Agreement, dated as of June 27, 2022, by and between Enviva Pellets Epes Finance Company, LLC and United Bank.

The Debt Instruments provide that as a result of the Bankruptcy Petitions, the principal and interest due thereunder shall be immediately due and payable. However, any efforts to enforce such payment obligations under the Debt Instruments has been automatically stayed as a result of the Bankruptcy Petitions, and the creditors’ rights of enforcement in respect of the Debt Instruments is subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

The Debtors have obtained requested relief from the Bankruptcy Court that enables the Debtors to maintain business-as-usual operations and uphold their respective commitments to their stakeholders, including employees, customers, and vendors during the restructuring process, subject to the jurisdiction of the Bankruptcy Court and in accordance with then applicable provisions of the Bankruptcy Code.

Restructuring Support Agreements

On the Petition Date, the Company entered into a Restructuring Support Agreement (including any schedules and exhibits attached thereto, the “RSA”) with (i) certain subsidiaries of the Company (together with the Company, the “Company RSA Parties”), (ii) certain participating holders or beneficial holders, investment advisors, sub-advisors, or managers of funds and/or accounts that are holders or beneficial holders of the Company’s outstanding 6.5% Senior Notes due 2026 (the “2026 Notes” and the holders thereof, the “2026 Noteholders”), (iii) certain participating holders or beneficial holders, investment advisors, sub-advisors, or managers of funds and/or accounts that are holders or beneficial holders, whether as record holders or participants, of loans or commitments under the Company’s senior secured credit facility (the “Senior Secured Credit Facility” and the lenders thereunder, the “Credit Facility Lenders”), (iv) certain participating holders or beneficial holders, investment advisors, sub-advisors, or managers of funds and/or accounts that are holders or beneficial holders of Exempt Facilities Revenue Bonds (Enviva Inc. Project), Series 2022 (Green Bonds) issued by the Industrial Development Authority of Sumter County, Alabama (the “Epes Green Bonds” and the holders thereof, the “Epes Bondholders”), and (v) certain participating holders or beneficial holders, investment advisors, sub-advisors, or managers of funds and/or accounts that are holders or beneficial holders of Exempt Facilities Revenue Bonds (Enviva Inc. Project), Series 2022 (Green Bonds) issued by Mississippi Business Finance Corporation (the “Bond Green Bonds” and the holders thereof, the “Bond Bondholders,” and together with the 2026 Noteholders, the Credit Facility Lenders, and the Epes Bondholders, the “Restructuring Support Parties”).

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The Restructuring Support Parties and the Company RSA Partners and the Company RSA Parties have entered into certain amendments to the RSA, including to extend certain milestones and deadlines thereunder.

The Company RSA Parties also entered into a Restructuring Support Agreement (including any schedules and exhibits attached thereto, the “Bond MS RSA”) with certain Bond Bondholders comprising a majority of Bond Green Bonds outstanding and the Bond Green Bonds Trustee (as defined in the Bond MS RSA). Under the Bond MS RSA, the Company agreed, among other obligations described in the term sheet attached as Exhibit A thereto (the “Bond MS Term Sheet”), to promptly seek Bankruptcy Court approval of a settlement with the Bond Bondholders party thereto and the Bond Green Bonds Trustee, whereby the Company RSA Parties will consent to the partial redemption of the Bond Green Bonds via the release of certain funds currently held by the Bond Green Bonds Trustee (the “Construction Funds”). In exchange, the Bond Green Bondholders and the Bond Green Bonds Trustee both agree, among other obligations described in the Bond MS Term Sheet, and subject to any rights granted by the Bond MS RSA, to support the Plan. On May 8, 2024, the Bankruptcy Court entered an order approving the settlement in the Bond MS Term Sheet (the “Bond MS Settlement Order”). Pursuant to the Bond MS Settlement Order, the Bond Green Bonds Trustee transferred the Construction Funds to the Settlement Fund (as defined in the Bond MS RSA) for further distribution by the Bond Green Bonds Trustee to the Bond Bondholders.

DIP Facility

On March 15, 2024, the Company entered into a Debtor-in-Possession Credit and Note Purchase Agreement (the “DIP Credit Agreement”) by and among the Company, as borrower, and the other Debtors, as guarantors, the various lenders from time to time party thereto (the “Lenders”), and Acquiom Agency Services LLC (“Acquiom”) and Seaport Loan Products LLC, as co-administrative agents, and Acquiom, as collateral agent providing for a debtor-in-possession term loan and notes facility (the “DIP Financing”) in an amount not to exceed $500.0 million. On March 14, 2024, the Bankruptcy Court granted interim approval of the motion to approve the DIP Financing (the “Interim DIP Order”) and borrowing of up to $150.0 million of the loans and notes thereunder. Following the issuance of the Interim DIP Order, the Company offered certain eligible holders of the Company’s common stock (the “Common Stock”) the opportunity to subscribe to participate in the syndication of up to $100.0 million aggregate principal amount of DIP Financing (the “Syndication”) pursuant to certain procedures (the “Syndication Procedures”). On May 3, 2024, the Bankruptcy Court entered a final order approving the full amount of the DIP Financing and the Syndication (the “Final DIP Order”). As authorized by the Final DIP Order, participants in the Syndication became Lenders under the DIP Credit Agreement as of May 6, 2024. An appeal from the Final DIP Order seeking to strike the Syndication was filed by the Official Committee of Unsecured Creditors and remains pending in the U.S. District Court for the Eastern District of Virginia.

The proceeds of the loans and notes under the DIP Credit Agreement are designated to pay the Company’s operating expenses, help fund the completion of the Epes plant, and pay other fees, expenses, and other expenditures of the Company set forth in rolling budgets prepared in connection with the Chapter 11 Cases, which are subject to approval by the DIP Creditors. The Lenders and the Company together have entered into several technical amendments to the DIP Credit Agreement, either to clarify defined terms or extend deadlines related to reporting by the Company.

Stock Procedures

On March 13, 2024, the Company filed a motion (“NOL Motion”) seeking entry of an interim and final order establishing certain procedures and restrictions with respect to the direct or indirect purchase, disposition, or other transfer of the Common Stock (and declarations of worthlessness with respect to such Common Stock) (such procedures, “Stock Procedures”), and seeking related relief, in order to preserve and protect the potential value of the Company’s net operating losses (“NOLs”) and certain other tax attributes of the Company (together with the NOLs, “Tax Attributes”). On March 14, 2024, the Bankruptcy Court entered an order granting the NOL Motion and approving the Stock Procedures on an interim basis. On April 12, 2024, the Bankruptcy Court entered an order granting the NOL Motion and approving the Stock Procedures on a final basis.

Chapter 11 Plan and Equity Rights Offering

On August 30, 2024, the Company filed a proposed Joint Chapter 11 Plan of Reorganization of Enviva Inc. and its Debtor Affiliates (the “Proposed Plan”) and a related proposed form of Disclosure Statement (the “Proposed Disclosure Statement”) with the Bankruptcy Court. Capitalized terms used but not otherwise defined in this section have the meanings set forth in the Proposed Plan. The Proposed Plan and the related Proposed Disclosure Statement describe, among other things, the Proposed Plan; the restructuring of the Company set forth therein; the events leading to the Chapter 11 Cases; and certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Proposed Plan from certain of the Company’s creditors and existing equity holders, as well as the risks related to, among other things, the Chapter 11 Cases. The Proposed Plan provides for, among other things:

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•The sale of our interests following a reorganization (the “Reorganized Enviva Inc. Interests”) pursuant to a rights offering (the “Equity Rights Offering”) to raise proceeds in an aggregate amount equal to (i) $250 million plus (ii) the principal amount of any DIP Tranche A Loans under the DIP Facility to the extent the Holders of such Loans do not elect to participate in the DIP Tranche A Equity Participation, which Rights Offering is expected to be fully backstopped;

•Entry into a $1 billion first lien senior secured exit facility, which certain commitment parties are expected to backstop; provided that the Company may seek proposals for alternative debt financing for all or part of the Company’s debt capital structure in consultation with an ad hoc group of the Company’s previous creditors;

•The DIP Tranche A Equity Participation, subject to certain conditions in the DIP Credit Agreement;

•Repayment of the DIP Tranche A Loans (to the extent the Holders of which do not elect to participate in the DIP Tranche A Equity Participation) and the DIP Tranche B Loans under the DIP Facility in cash;

•Repayment of our senior secured credit facility in cash;

•Distribution of Reorganized Enviva Inc. Interests and rights to participate in the Equity Rights Offering to holders of certain unsecured claims;

•Distribution of cash in an aggregate amount equal to either $18 million or $13 million, depending on whether certain conditions are met, to holders of certain unsecured claims;

•Subject to certain conditions, outside of the Company’s control, including classes of certain unsecured claims voting to accept the Proposed Plan, distribution to each holder of an Existing Equity Interest of its pro rata share of either (i) cash in an amount equal to $1 million or (ii) the Reorganized Enviva Inc. Interests Existing Equity Interests Equity Pool and the New Warrants, and with respect to (ii), solely to the extent a holder of an Existing Equity Interest affirmatively elects to receive such treatment in lieu of cash on a timely and properly submitted ballot and the value of the Reorganized Enviva Inc. Interests Existing Equity Interests Equity Pool and the New Warrants is greater than 0% following dilution by the transactions contemplated by the Proposed Plan; and

•An overbid process, consistent with the terms of the Final DIP Order and certain overbid procedures, to solicit bids for a value-maximizing alternative transaction.

In addition, the Company filed motions (i) for entry of an order approving the adequacy of the Proposed Disclosure Statement, approving the solicitation of votes in favor of the Plan, and establishing procedures from the proposed Equity Rights Offering, described in the Proposed Plan and the Proposed Disclosure Statement and (ii) for entry of an order authorizing the Company entry into a backstop agreement related to the proposed equity rights offering (the “Disclosure Statement Motions”).

Backstop Agreement

On August 30, 2024, the Debtors entered into a Backstop Commitment Agreement (as amended, the “Backstop Agreement”) with certain Equity Commitment Parties pursuant to which each of the Equity Commitment Parties has agreed to backstop, severally and not jointly and subject to the terms and conditions in the Backstop Agreement, the Equity Rights Offering. The Debtors’ obligations under the Backstop Agreement, including the payment of certain premiums set forth therein, remain subject to approval by the Bankruptcy Court.

Exit Facilities Commitment Letter

On August 30, 2024, the Debtors entered into a commitment letter (as amended, the “Commitment Letter”) with the certain commitment parties pursuant to which the commitment parties have committed to provide to the Debtors a first lien senior secured facility in an aggregate principal amount of $1 billion upon emergence from Chapter 11 Cases. The Debtors’ obligations under the Commitment Letter, including the payment of certain premiums set forth therein, remain subject to approval by the Bankruptcy Court.

Our Production Plants, Logistics, and Storage Capabilities

We procure wood fiber and process it into utility-grade wood pellets and load the finished wood pellets into railcars, trucks, and barges for transportation to deep-water marine terminals, where we receive, store, and ultimately load our wood pellets onto dry-bulk cargo oceangoing vessels for delivery to our customers.

We own and operate ten industrial-scale wood pellet production plants strategically located in the Mid-Atlantic and Gulf Coast regions of the United States, geographic areas in which wood fiber resources are plentiful and readily available. Our

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multi-plant profile and scale provide us with flexibility under our portfolio of off-take contracts that enhances the reliability of our deliveries.

Our facilities are designed to operate 24 hours per day, 365 days per year, although we schedule up to 15 days of planned maintenance for our wood pellet production plants during each calendar year. There are no regularly required major turnarounds or overhauls.

During 2023, we produced approximately 5.0 million metric tons (“MT”) of wood pellets. The following table describes our wood pellet production plants~~, all of which we wholly own~~:

Plant Location

Year of Acquisition or Operations Commenced

~~Nameplate~~Receiving ~~Production~~Terminal ~~(MTPY)~~Location

~~Receiving Terminal Location~~

Ahoskie, North Carolina

2011

~~410,000~~Chesapeake

~~Chesapeake~~

Amory, Mississippi

2010

~~115,000~~Mobile

~~Mobile~~

Cottondale, Florida

2015

~~780,000~~Panama City

~~Panama City~~

Greenwood, South Carolina

2020

~~600,000~~Wilmington

~~Wilmington~~

Hamlet, North Carolina

2019

~~600,000~~Wilmington

~~Wilmington~~

Lucedale, Mississippi

2022

~~750,000~~Pascagoula

~~Pascagoula~~

Northampton, North Carolina

2013

~~750,000~~Chesapeake

~~Chesapeake~~

Sampson, North Carolina

2016

~~600,000~~Wilmington

~~Wilmington~~

Southampton, Virginia

2013

~~760,000~~Chesapeake

~~Chesapeake~~

Waycross, Georgia

2020

~~800,000~~Savannah

~~Savannah~~

Total

~~6,165,000~~

Wood Fiber Procurement and Sustainability

We and our customers are subject to stringent requirements regarding the sustainability of the fuels we procure. In addition to our internal sustainability policies and initiatives like our Responsible Sourcing Policy, ~~our~~we ~~wood~~maintain ~~fiber~~multiple ~~procurement~~forest iscertifications ~~conducted~~ in ~~accordance~~relation ~~with~~to ~~leading~~our ~~forest~~wood ~~certification~~fiber ~~standards, and we maintain multiple forest certifications~~procurement. Our fiber supply chains are routinely audited by independent third parties, and we maintain the traceability of, ~~and make public,~~ information concerning the primary wood that is delivered to us directly from forests via our proprietary Track & Trace® system.

Our wood fiber demand is complementary to, rather than in competition with, demand for ~~high-grade~~ wood from most other forest-related industries, such as lumber and furniture. Demand for the non-merchantable fiber, waste products, or byproducts that we use is generally low; accordingly, the tops, limbs, and other ~~low-grade~~ wood fiber we purchase would otherwise generally be left unused, impeding reforestation, or burned.

Our fleet of production plants is sited in robust fiber baskets in the southeast United States that sustainably support our growing operations with ~~low-grade~~ fiber. As a result of the fragmented nature of tract ownership in our sourcing areas, we procure raw materials from hundreds of landowners, loggers, and timber industry participants, with no individual landowner representing a material fraction of any of our plants’ needs. Our wood fiber is procured under a variety of arrangements, including (1) logging contracts for the thinnings, pulpwood, and other unmerchandised ~~low-grade~~ fiber, (2) in-woods chipping contracts, (3) contracts with timber dealers, and (4) purchases from sawmills.

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Port Operations

The following table describes our owned and leased ports. Wood pellets are exported from our owned or leased deep-water, marine terminals and are stored in domes, barges, and warehouses at the ports. Our terminals operate 24 hours per day, seven days per week.

Port Location

Throughput Capacity (MTPY)

StorageCapacity (MT)

Storage Facility Typeat Port Location

Terminal FacilityOwn/Lease

Chesapeake, Virginia

2,500,000

90,000

Owned domes

Owned terminal

Mobile, Alabama

115,000

45,000

Third-party barges

Leased terminal assets

Mobile, Alabama(1)

115,000

45,000

Third-party barges

Leased terminal assets

Panama City, Florida

780,000

3252,000

Third-party warehouse and dome

Owned terminal assets

Pascagoula, Mississippi

3,000,000

90,000

Owned domes

Owned terminal assets

Wilmington, North Carolina

3,000,000

90,000

Owned domes

Owned terminal assets

Savannah, Georgia

1,500,000

50,000

Third-party domes

Leased terminal assets

Total

10,895,000

~~397~~417,000

(1) Wood pellets are exported from a third-party, privately owned and maintained deep-water, multi-berth terminal that operates 24 hours per day, seven days per week.

Our Contracts and Marketing Activities

We refer to the structure of our long-term sales contracts as “take-or-pay” because they include a firm obligation of the customer to take a fixed quantity of product at a stated price and provides for us to be compensated in the event of the customer’s failure to accept all or a part of the contracted volumes or for termination of a contract by the customer.

We also have entered into several other contracts that have smaller off-take quantities than the contracts described above. In ~~total~~2023, aswe ofhad ~~January~~contracts 1with 16 customers in jurisdictions ranging from Japan, U.K., Denmark, the Netherlands, Belgium, and Poland. Beginning in fall 2023, ~~our~~a ~~backlog~~subset of ~~fully~~the ~~contracted~~Company ~~volumes~~and ~~under~~the ~~our~~Advisors ~~existing~~(the ~~take~~“RTB Team”) set out to re-negotiate, or~~-pay~~ ~~contracts~~“raise isthe ~~$23.5~~bridge” ~~billion~~(“RTB”) ~~with~~on, athe ~~weighted-average~~terms ~~remaining~~of ~~contract~~the existing long-term ofcontracts ~~13.7~~to ~~years~~make the profitability metrics sufficiently sustainable for the Company. ~~Included~~Since the Petition Date, and in accordance with the ~~backlog~~Company’s ~~are~~RTB ~~contracts~~efforts, the Company has worked with 18their ~~customers~~advisors into ~~jurisdictions~~evaluate ~~ranging~~and ~~from~~renegotiate the ~~U.K.,~~terms ~~Denmark,~~of the ~~Netherlands~~Company’s existing, ~~Belgium~~long-term take-or-pay off-take contracts with customers in the United Kingdom, ~~Japan~~the European Union, and Japan to make the ~~United~~profitability ~~States~~metrics sufficiently sustainable for the Debtors. Certain of ~~America~~these negotiations have been completed and others remain ongoing.

In some cases, we may purchase shipments of product from third-party suppliers and resell them in back-to-back transactions.

Industry Overview

Our product, utility-grade wood pellets, is used in an increasing variety of applications around the world ~~to help reduce the life-cycle greenhouse gas emissions generated~~ by our customers in energy and heat generation and industrial processes.

For many of our customers, our wood pellets are used as a substitute for coal in both dedicated and co-fired power generation and combined heat and power plants. It enables major power, heat, or combined heat and power generators (“generators”) to profitably generate electricity and heat in a manner that ~~reduces~~helps to reduce the overall cost of compliance with certain ~~mandatory~~renewable ~~greenhouse~~energy ~~gas~~targets ~~(“GHG”) emissions limits~~ and ~~renewable~~regulatory ~~energy~~requirements ~~targets~~ while also allowing companies to diversify their secure sources of renewable feedstock supply.

~~Unlike~~Wood ~~intermittent~~pellet ~~sources~~fueled ~~of renewable generation like wind and solar~~ power, ~~wood pellet-fired~~ plants are capable of meeting baseload electricity demand and are dispatchable (that is, power output can be switched on or off or adjusted based on demand). As a result, utilities and major generators in Europe, Asia, and other areas have made and continue to make long-term, profitable investments in power plant conversions and new builds of generating assets that either co-fire wood pellets with coal or are fully dedicated wood pellet~~-fired~~ fueled power plants. Such developments help generators maintain and increase baseload generating capacity and comply with ~~binding~~ climate change regulations and ~~other~~renewable ~~emissions~~energy ~~reduction~~ targets.

The capital costs required to convert a coal plant to co-fire biomass, or to ~~burn~~consume biomass exclusively, are a fraction of the capital costs associated with implementing offshore wind and most other renewable technologies. Furthermore, the relatively quick process of converting coal-fired plants to biomass~~-fired~~ fueled generation can be an attractive benefit for generators whose generation assets are no longer viable as coal plants due to the expiration of operating permits, regulatory phase-out of coal-fired power generation, the introduction of taxes, or other restrictions on fossil fuel usage ~~or emissions of GHGs and other pollutants~~. Additionally, the European Union’s Emissions Trading System continues to demonstrate a durable, constructive market for carbon, which assists biomass in being more cost effective for energy generation than carbon-intensive feedstocks such as coal and natural gas, even in markets where there are no direct incentives or subsidies for renewable energy generation.

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Union’s Emissions Trading System continues to demonstrate a durable, constructive market for carbon, which frequently assists biomass in being more cost effective for energy generation than other feedstocks such as coal and natural gas, even in markets where there are no direct incentives or subsidies for renewable energy generation.

There also continues to be significant demand growth in Europe and Asia for wood pellets as a preferred fuel source and renewable alternative to fossil fuels for district heating loops, residential and commercial heating, and the production of heat for industrial sites.

~~Our~~In ~~wood~~addition ~~pellets also have potential applicability~~ to ~~hard-to-abate~~the ~~sectors~~customer asapplications ~~bio-based~~outlined ~~raw material feedstock to displace inputs to industrial processes formerly provided by fossil fuels~~above, ~~where~~we ~~their~~are ~~use~~in ~~could~~discussion ~~reduce~~with ~~greenhouse gas emissions on~~ a ~~lifecycle~~number ~~basis.~~of Inpotential ~~addition~~customers towho ~~the~~are ~~customer~~interested ~~applications~~in ~~outlined~~negotiating ~~above, we have~~ long-term, take-or-pay off-take contracts ~~in place~~ with ~~customers~~the ~~who~~intention ~~intend~~of tousing ~~utilize~~ our wood pellets as a raw material input in the refinement of bio-liquids like biodiesel and sustainably produced aviation fuel as well as to generate process steam and heat in heavy industrial manufacturing like lime, sugar, etc. ~~As these markets further develop, we believe we will continue to have opportunities to serve this growing material demand beyond our current product sales backlog.~~

Competition

We compete with other utility-grade wood pellet producers for long-term, take-or-pay off-take contracts with major power and heat generation customers, trading houses, and increasingly with customers in ~~hard-to-abate~~heavy industrial manufacturing sectors. Competition in our industry is based on the price, quantity, quality, and consistency of the wood pellets produced, the reliability and scale of wood pellet deliveries and the producer’s ability to verify and document, through customer and third-party audits, that their wood pellets meet the regulatory sustainability, and use requirements of a particular customer.

Most of the world’s current wood pellet production plants are owned by small, private companies, with few companies owning or operating multiple plants. Few companies have the scale, production, technical expertise, access to sustainable fiber baskets, or commercial infrastructure necessary to supply utility-grade wood pellets under large, long-term off-take contracts to creditworthy counterparties. We are the largest producer measured by ~~production~~annual ~~capacity~~tonnage and consider other companies with production ~~capacity~~expectations, technical expertise, or commercial infrastructure to be our competitors, including Drax Biomass Inc., AS Graanul Invest, Fram Renewable Fuels, LLC, AnPhu ~~Viet~~Tai ~~Phat~~ Bio-Energy ~~Co.~~Corporation, ~~LTD,~~ and Highland Pellets LLC.

Development and Construction Projects

Demand for our product continues to exceed available supply, industry-wide. To meet growing demand, our development strategy is to identify potentially attractive new locations for wood pellet production, and deep-water terminal operations, and secure control or ownership of these sites. The process of developing these sites includes permitting, designing, engineering, and ultimately constructing, commissioning, and operating new wood pellet production or terminaling capacity consistent with our “build and copy” strategy, whereby we replicate production, and terminaling assets consistent with the design and equipment selection of our then-current operating assets. We are currently constructing the Epes plant, developing the Bond plant, and maintain a portfolio of additional sites under development or consideration.

Governmental Regulations

Our operations are subject to stringent and comprehensive federal, state, and local laws and regulations governing matters including protection of the environment and natural resources, occupational health and safety, and the release or discharge of materials into the environment, including air emissions. Such laws and regulations may require us to obtain permits, limit or avoid certain operational practices, and incur costs for compliance or remediation. Failure to comply with such laws may also result in substantial liabilities, including possible fines and penalties, for unpermitted emissions or discharges from our operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of investigatory and remedial obligations, and the issuance of orders enjoining some or all of our operations in affected areas.

Moreover, the global trend in environmental regulation is towards increasingly broad and stringent requirements for activities that may affect the environment. Any changes in environmental laws and regulations or re‑interpretation of enforcement policies that result in more stringent and costly requirements could have a material adverse effect on our operations and financial position. Although we monitor environmental requirements closely and budget for the expected costs, actual future expenditures may be different from the amounts we currently anticipate spending. Moreover, certain environmental laws impose strict joint and several liability for costs to clean up and restore sites where pollutants have been disposed or otherwise spilled or released, potentially resulting in significant costs and liabilities for remediation of resulting damage to property, natural resources, or persons. Although we believe that our competitors face similar environmental requirements, market factors may prevent us from passing on any increased costs to our customers. Additionally, although we believe that continued compliance with existing requirements will not materially adversely affect us, there is no assurance that the current levels of regulation will continue in the future.

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The following summarizes some of the more significant existing environmental, health, and safety laws and regulations applicable to our operations, the failure to comply with which could have a material adverse impact on our capital expenditures, results of operations and financial position.

Air Emissions

The federal Clean Air Act, as amended (the “CAA”), and state and local laws and regulations that implement and add to CAA requirements, regulate the emission of air pollutants from our facilities. The CAA and state and local laws and regulations impose significant monitoring, testing, recordkeeping, and reporting requirements for these emissions. These laws and regulations require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain, and strictly comply with stringent air permit emission limits, and in certain cases utilize specific equipment or technologies to control and measure emissions. Obtaining these permits can be both costly and time intensive and has the potential to delay opening of new plants or significant expansion of existing plants; moreover, complying with these permits, including satisfying testing requirements, can be costly and time-intensive. Failure to comply with these laws, regulations and permit requirements may cause us to face fines, penalties, or injunctive orders in connection with air pollutant emissions from our operations.

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produce or significantly increase air emissions, obtain, and strictly comply with stringent air permit emission limits, and in certain cases utilize specific equipment or technologies to control and measure emissions. Obtaining these permits can be both costly and time-intensive and has the potential to delay opening of new plants or significant expansion of existing plants; moreover, complying with these permits, including satisfying testing requirements, can be costly and time-intensive. Failure to comply with these laws, regulations and permit requirements may cause us to face fines, penalties, or injunctive orders in connection with air pollutant emissions from our operations.

The CAA requires that we obtain various construction and operating permits, including, in some cases, Title V air permits. In certain cases, the CAA requires us to incur capital expenditures to install air pollution control devices at our facilities. We are also required to control fugitive emissions from our operations and may face fines, penalties, or injunctive orders in connection with fugitive emissions. We have incurred, and expect to continue to incur, substantial administrative, operating and capital expenditures to maintain compliance with CAA requirements that have been promulgated or may be promulgated or revised in the future.

Climate Change and Greenhouse Gases

Our operations are subject to limited direct regulation with respect to ~~emissions~~greenhouse ofgas ~~GHGs~~(“GHG”) emissions. For example, at this time, the U.S. Environmental Protection Agency (the “EPA”) requires certain large facilities to undergo CAA pre-construction review and obtain operating permits for their GHG emissions. Our operations are also indirectly affected by regulations regarding the carbon treatment of biomass. Several jurisdictions to which we ship our product have imposed regulations on the characterization of biomass as a carbon-neutral fuel, and any change that imposes more stringent regulations on the characterization of biomass as carbon-neutral could negatively impact demand for our products or require us to incur additional costs to achieve such characterization of our products. For more information, see our risk factor titled “Changes in the treatment of biomass could adversely impact our business.” Additionally, in March ~~2022~~2024, the U.S. Securities and Exchange Commission (“SEC”) released aits ~~proposed~~final rule ~~that~~establishing ~~would establish~~ a framework for the reporting of climate risks, targets, and metrics. AHowever, shortly thereafter, the final rule iswas ~~anticipated~~challenged. inLitigation Q2remains ~~2023.~~pending ~~Although~~in the ~~final~~Eighth ~~form~~Circuit, and ~~substance of~~ the final rule is currently stayed. It is not yet known whether the final rule will survive the legal challenges it faces and, if so, what form and substance it will take, which could ultimately result in additional compliance costs. Finally, ~~scientists have concluded that~~ increasing concentrations of GHGs in the earth’s atmosphere may produce climate changes that have significant physical effects, such as sea-level rise, increased frequency and severity of storms, floods, and other climatic events, including forest fires. If any such effects were to occur, they could have an adverse effect on our operations.

Safety and Maintenance

We are subject to a number of federal and state laws and regulations, including the ~~Federal~~federal Occupational Safety and Health Act, as amended (“OSHA”), and comparable state statutes, which are intended to protect the health and safety of employees and contractors. OSHA imposes various requirements, including safety-related training, policies, and programs. In addition, the OSHA Hazard Communication Standards and the EPA’s Emergency Planning and Community Right-to-Know Act statutes require that information be maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local governmental authorities and citizens. National Fire Protection Association (NFPA) standards require affected facilities to develop and implement plans and controls to minimize combustible dust. EPA regulations mandate the utilization of pollution control equipment such as cyclones, baghouses, and electronic precipitators to minimize regulated air emissions at affected facilities. Additionally, we ~~continually~~hold ~~strive~~ourselves accountable to ~~maintain compliance with~~ applicable air, solid waste, and wastewater regulations as required by EPA regulations, state and local laws and ordinances. Our deep-water marine terminals are required to adhere to Homeland Security/U.S. Coast Guard regulations regarding physical security and emergency response plans.

Seasonality

Our business is affected by seasonal fluctuations. During the first half of the year, the cost of producing wood pellets tends to be higher because during the winter months, the cost of delivered raw materials are higher, primarily due to a reduction in accessibility during cold and wet weather conditions, which results in our need to extend the procurement radius around our plants. Our raw materials typically have higher moisture content during this period, resulting in lower production levels; moreover, the cost of drying wood fiber increases during periods of lower ambient temperatures given greater energy required in the process of heating. Our operating costs are primarily fixed, resulting in low fixed cost absorption or higher operating cost per MT. Additionally, our customer contract price mix is typically higher during the second half of the year as we increase the sales volumes delivered to customers using wood pellets for heating.

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accessibility during cold and wet weather conditions, which results in our need to extend the procurement radius around our plants. Our raw materials typically have higher moisture content during this period, resulting in lower production levels; moreover, the cost of drying wood fiber increases during periods of lower ambient temperatures given greater energy required in the process of heating. Our operating costs are primarily fixed, resulting in low fixed cost absorption or higher operating cost per metric ton (“MT”). Additionally, our customer contract price mix is typically higher during the second half of the year as we increase the sales volumes delivered to customers using wood pellets for heating.

Human Resources

Our employees are our greatest resource and keeping them safe is considered a moral obligation for all of us. We ~~have~~are ~~been~~deeply ~~unrelenting~~committed ~~in our commitment~~ to our health and safety standards and processes. Moreover, we continue to work to build and foster a culture of diversity and inclusion among our employees and other stakeholders and ~~making~~strive ato build relationships with long-lasting, positive impact in the communities in which we operate. As a company, we value keeping promises, acting with integrity, the determination to make a difference, and the qualities of openness, humility, and respect.

Through our human resources practices, we focus on attracting, developing, and retaining talent to help enable the execution of our ~~growth~~business purpose consistent with our values. In addition, we apply a talent framework to support our human resources objectives of recruiting and nurturing top talent, strengthening our succession planning to develop a pipeline of future leaders for key roles and driving a culture of accountability through a robust performance management process.

We had 1,~~386~~234 employees as of December 31, ~~2022~~2023 of which 1,218 were based in the United States and 16 based outside of the United States. Plant operations roles typically have a stable number of full-time equivalents throughout the year. None of our employees are represented by a labor union. We have not experienced any employment-related work stoppages, and we consider relations with our employees to be positive. As a result of the Chapter 11 Cases, we have experienced employee attrition, and our employees have faced considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations.

WeTo ~~maintain~~further ~~daily~~our ~~24/7~~business ~~operations and to do so~~objectives, we seek to bring Enviva’s best minds, systems, processes, and team back-up culture, together. Enviva finished ~~2022~~2023 with a Total Recordable Incident Rate of 1.7657 compared to a wood product manufacturing and an industry average incident rate of 5.3 and 3.0., ~~This~~respectively, ~~incident~~based ~~rate~~on isBureau ~~the~~of ~~second~~Labor ~~lowest~~statistics inregarding ~~the~~injuries ~~company's~~and ~~history~~illnesses per 100 full-time workers based on Bureau of Labor statistics.

We focus on attracting, developing, and retaining a team of highly talented and motivated employees. We seek to offer our employees competitive pay and benefits including paid time off, multiple healthcare and insurance coverage options including premium -free offerings, paid company leave, holidays, and a 401(k) retirement plan including employer match. Employee performance is measured in part based on goals that we believe are aligned with our annual objectives, and we recognize that our success is based on the talents and dedication of those we employ. Additionally, we look to support our employees both on and off the job site by offering benefits such as paid parental leave, a wellness reimbursement program, FSA dependent care, paid disability (short term/long term), and educational assistance. ~~All of our full-time employees are bonus eligible and 20% of our employees are currently eligible for equity-based awards under the Enviva Inc. Long-Term Incentive Plan (the “LTIP”).~~ We evaluate these programs annually to ensure our employees are compensated fairly and competitively.

InWe ~~2022,~~are ~~our~~an ~~commitment~~equal toopportunity ~~career~~employer ~~growth~~with ~~and~~a ~~development~~commitment ~~led us~~ to ~~deploy~~a ~~various~~culture ~~in-person~~of diversity and ~~online~~inclusion ~~courses~~of ~~and~~all ~~presentations~~backgrounds, toexperiences ~~give~~and ~~employees~~perspectives. ~~the~~We ~~opportunity~~believe toin ~~learn~~a ~~new~~workplace ~~skills,~~that ~~hone~~promotes ~~existing~~equality, ~~ones~~transparency, and ~~deepen~~accountability. ~~their~~Our ~~understanding~~policies ofand ~~our~~procedures ~~business~~seek ~~as well as expose them~~ to ~~new~~foster ~~ideas~~these ~~that~~values ~~challenge~~through ~~their~~regular ~~way~~training ofand ~~thinking.~~employee Weengagement ~~offered~~activities, 20such ~~technical~~as ~~skill~~annual trainings ~~for~~that ~~our~~are ~~operators~~required into ~~our~~be ~~plants.~~completed Weby ~~hosted~~100% of our ~~annual~~employees ~~program~~on ~~called~~workplace ~~Enviva~~conduct ~~Days~~and ~~which~~non-discrimination. isWe astrive ~~development~~to ~~initiative~~engage ~~focused~~with onthe ~~driving~~local ~~career~~communities ~~development~~where ~~and~~our ~~employee~~operations ~~engagement.~~are Inbased ~~2022,~~in ~~this~~order ~~event~~to ~~included~~locate 15and ~~learning~~support ~~sessions~~a ~~over~~diverse ~~the~~talent ~~course~~pool ofwith ~~one~~career ~~week~~opportunities. ~~More than 500 Enviva employees participated.~~

To achieve operational discipline in our hiring efforts, we follow a consistent hiring process across the organization. We recognize the need to fill roles and strive for a time-to-fill rate that aligns with internal benchmarks. Our current hiring process includes a pre-screen interview and cross-functional panel interview. Following recruitment, our onboarding program provides our new hires with the tools and information needed to succeed. These processes helped us maintain a total voluntary turnover rate of 31% against a very challenging labor market.

We are an equal opportunity employer with a commitment to diversity and inclusion. We believe in a workplace that promotes equality, transparency, and accountability. Our policies and procedures seek to foster these values through regular trainings and employee engagement, such as annual trainings for 100% of our employees on workplace conduct and non-discrimination. We strive to engage with the local communities where our operations are based so that we can locate and support a diverse talent pool.

Additional information regarding our human resources initiatives can be found under the “People” section of our 2021 Corporate Sustainability Report which can be found on our website in the Sustainability section.

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Principal Executive Offices

Our principal executive offices are located at 7272 Wisconsin Avenue, Suite 1800, Bethesda, Maryland 20814.

Available Information

We file annual, quarterly, and current reports and other documents with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The SEC maintains a website at www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.

We also make available free of charge our Annual Reports on Form 10‑K, Quarterly Reports on Form 10-Q, Current Reports on Form 8‑K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, simultaneously with or as soon as reasonably practicable after filing such materials with, or furnishing such materials to, the SEC and on or through our website, www.envivabiomass.com. The information on our website, or information about us on any other website, is not incorporated by reference into this Annual Report.

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ITEM 1A. RISK FACTORS

There are many factors that could have a material adverse effect on our business, financial condition, and results of operations ~~and cash available for dividends~~. New risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect financial performance. Each of the risks described below could adversely impact the value of our common stock.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those described in this Item 1A “Risk Factors.” These risks include the following:

•The ~~Company’s~~Chapter ~~ability~~11 toCases ~~declare~~may ~~and~~have ~~pay~~a ~~dividends,~~material ~~and~~adverse ~~repurchase~~impact ~~shares~~on isour ~~subject~~business, tofinancial ~~certain~~condition ~~conditions~~and results of operations.

•WeDelays ~~expect~~in tothe ~~derive~~Chapter ~~substantially~~11 ~~all~~Cases ~~our~~may ~~revenues~~increase ~~from~~the ~~six~~risks ~~customers in 2023, four~~ of ~~which~~our ~~are~~being ~~located~~unable ~~in Europe. If we fail~~ to ~~continue~~reorganize ~~to diversify~~ our ~~customer base, our results of operations,~~ business and ~~financial~~emerge ~~position,~~from bankruptcy and ~~ability~~increase ~~to pay dividends to~~ our ~~stockholders~~costs ~~could~~associated bewith ~~materially~~the ~~adversely~~bankruptcy ~~affected~~process.

•We may be subject to the risks and uncertainties associated with our exclusive right to file a plan of reorganization.

•Adverse publicity in connection with the Chapter 11 Cases or otherwise could negatively affect our business.

•Trading in our common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks and the Chapter 11 Cases may render the common stock worthless.

•There can be no assurance that we will be able to regain compliance or comply with the continued listing standards of the NYSE, which could result in the delisting of our securities, limit investors’ ability to make transactions in our securities, and subject us to additional trading restrictions.

•Upon emergence from bankruptcy, the equity interests in the reorganized company may not be listed on the NYSE or any other stock exchange and we may no longer be a SEC reporting company.

•The RSA is subject to significant conditions and milestones that may be difficult for us to satisfy, which—if the Company fails to satisfy them—could lead to termination of the RSA and a default or accelerated maturity under the DIP Credit Agreement.

•The Plan may not become effective.

•Even if the Plan or another Chapter 11 plan of reorganization is consummated, we may not be able to achieve our stated goals.

•Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict at this time.

•In certain limited instances, a Chapter 11 case may be converted to a case under Chapter 7 of the Bankruptcy Code or a third-party trustee may be appointed under Chapter 11 of the Bankruptcy Code, preventing the Company from continuing to act as debtors in possession.

•As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future performance, which may be volatile.

•The actual results achieved during the periods covered by our recently issued projections will vary from those set forth in those projections, and such variations may be material.

•We may be subject to claims that will not be discharged in the Chapter 11 Cases, which could have a material adverse effect on our business, cash flows, liquidity, financial condition, and results of operations.

•The Chapter 11 Cases limit the flexibility of our management team in running our business.

•Upon emergence from bankruptcy, the composition of our board of directors may change significantly.

•As a result of the implementation of the Plan, our ability to utilize our net operating loss carryforwards and certain other tax attributes to reduce our income tax obligations may be subject to limitations under Section 382 of the Internal Revenue Code.

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•We expect to derive substantially all our revenues from four customers in 2024, three of which are located in Europe. If we fail to continue to diversify our customer base, our results of operations, business and financial position could be materially adversely affected.

•Changes in laws or government policies, incentives and taxes related to low-carbon and renewable energy may affect customer demand for our products.

•Challenges to or delays in the issuance of air permits, or our failure to comply with our permits, could impair our operations and ability to expand our production.

•Federal, state, and local legislative and regulatory initiatives relating to forestry products and the potential for related litigation could result in increased costs, and additional operating restrictions and delays, which could cause a decline in the demand for our products and negatively impact our business, financial condition, and results of operations.

•Increasing attention to environmental, social, and governance (“ESG”) matters, ~~including our net-zero goals or our failure to successfully achieve such goals,~~ could adversely affect our business.

•We may be unable to complete our construction projects on time, and our construction costs could increase to levels that make the return on our investment less than expected.

•The satisfactory delivery of substantially all of our production is dependent on continuous access to infrastructure at our owned, leased, and third-party-operated terminals. Loss of access to our ports of shipment and destination, including through failure of terminal equipment and port closures, could adversely affect our financial results and cash flows.

•Failure to maintain effective quality control systems at our production plants and deep-water marine terminals could have a material adverse effect on our business and operations.

•Our business is subject to operating hazards and other operational risks, which may have a material adverse effect on our business and results of operations. We may also not be adequately insured against such events.

•Significant increases in the cost, or decreases in the availability, of raw materials or sourced wood pellets could result in lower revenue, operating profits, and cash flows, or impede our ability to meet commitments to our customers.

•We are exposed to the credit risk of our contract counterparties, including the customers for our products, and any material nonpayment or nonperformance by our customers could adversely affect our business and results of operations.

~~•The~~Risks ~~international~~Related ~~nature of our business subjects us~~ to athe ~~number~~Chapter of11 ~~risks, including foreign exchange risk and unfavorable political, regulatory, and tax conditions in foreign countries.~~Cases

~~•Changes~~The toChapter ~~applicable~~11 ~~tax~~Cases ~~laws~~may ~~and~~have ~~regulations~~a ormaterial ~~exposure~~adverse toimpact ~~additional~~on ~~tax liabilities could affect~~ our business, ~~cash~~financial ~~flows~~condition, and ~~future~~results ~~profitability~~of operations.

~~•We~~As ~~may~~previously ~~issue~~disclosed, ~~additional~~we ~~shares~~engaged ~~without~~legal ~~stockholder~~and ~~approval~~financial advisors to assist us in evaluating potential strategic alternatives available to us to reduce or restructure our outstanding indebtedness. These efforts led to the execution of the RSAs and the commencement of the Chapter 11 Cases on March 12, ~~which~~2024. ~~would~~The ~~dilute~~Chapter ~~existing~~11 ~~stockholder~~Cases ~~ownership~~are ~~interests~~ongoing.

~~•System~~The ~~security~~Chapter ~~vulnerabilities~~11 Cases could have a material adverse effect on our business, ~~data~~financial ~~breaches~~condition, and ~~cyber-attacks~~results ~~could~~of ~~compromise~~operations. ~~proprietary~~So orlong ~~otherwise~~as ~~sensitive~~the ~~information~~Chapter or11 ~~disrupt~~Cases ~~operations~~continue, our management will be required to spend a significant amount of time and effort focused on the restructuring, which ~~could~~may ~~adversely~~limit ~~affect~~their ability to focus on our ongoing business operations. Bankruptcy Court protection and operating as debtors-in-possession also may make it more difficult to retain management and the key personnel necessary to the success of the business. In addition, ~~reputation~~during the pendency of the Chapter 11 Cases, our customers and ~~stock~~suppliers ~~price~~may lose confidence in our ability to reorganize our business successfully and may seek to establish alternative commercial relationships, renegotiate the terms of our agreements, terminate their relationships with us, or require financial assurances from us. Customers may lose confidence in our ability to provide them the quality of product and level of service they expect, resulting in a significant decline in our revenues, profitability, and cash flow.

11Other significant risks include or relate to the following:

•the effects of the filing of the Chapter 11 Cases on our business and the interests of various constituents, including our stockholders;

•Bankruptcy Court rulings in the Chapter 11 Cases, including with respect to our motions and applications and third-party motions, as well as the outcome of other pending litigation;

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•our ability to operate within the restrictions and the liquidity limitations of the DIP Credit Agreement and any related orders entered by the Bankruptcy Court in connection with the Chapter 11 Cases;

•our ability to maintain strategic control as debtor-in-possession during the pendency of the Chapter 11 Cases;

•the length of time that we will operate with Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases;

•increased advisory costs during the pendency of the Chapter 11 Cases;

•the risks associated with restrictions on our ability to pursue some of our business strategies during the pendency of the Chapter 11 Cases;

•our ability to complete the financing and to satisfy all other conditions to consummation of the Plan;

•the potential adverse effects of the Chapter 11 Cases on our business, cash flows, liquidity, financial condition, and results of operations;

•the ultimate outcome of the Chapter 11 Cases in general;

•the ultimate treatment of our existing equity in the Chapter 11 Cases;

•the potential material adverse effects of claims, if any, that are not discharged in the Chapter 11 Cases;

•uncertainties regarding the reactions of our customers, prospective customers, suppliers, and service providers to the Chapter 11 Cases;

•uncertainties regarding our ability to retain and motivate key personnel;

•uncertainties and continuing risks associated with our ability to achieve our stated goals and continue as a going concern;

•we may experience employee attrition as a result of the Chapter 11 Cases.

Further, under Chapter 11, transactions outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond in a timely manner to certain events or take advantage of certain opportunities or to adapt to changing market or industry conditions.

Because of the risks and uncertainties associated with the Chapter 11 Cases, we cannot predict or quantify the ultimate impact that events occurring during the Chapter 11 Cases may have on our business, cash flows, liquidity, financial condition, and results of operations, nor can we provide any assurance as to our ability to continue as a going concern.

As a result of the Chapter 11 Cases, realization of assets and liabilities are subject to uncertainty. While operating under the protection of the Bankruptcy Code, and subject to Bankruptcy Court approval or otherwise as permitted in the normal course of business, we may sell or otherwise dispose of assets or liquidate or settle liabilities for amounts other than those reflected in our consolidated financial statements.

As a result of the Chapter 11 Cases, we may experience employee attrition, and our employees may face considerable distraction and uncertainty. Our ability to engage, motivate, and retain key employees or take other measures intended to motivate and incentivize key employees to remain with us through the pendency of the Chapter 11 Cases is limited by restrictions on the implementation of incentive programs under the Bankruptcy Code. The loss of services of members of our senior management team could impair our ability to execute our business strategies and implement operational initiatives, which may have a material adverse effect on our business, cash flows, liquidity, financial condition, and results of operations.

While we have maintained our operations as “debtor in possession” since the Chapter 11 Cases were filed, the filing of the

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Chapter 11 Cases and related changes have been disruptive to our employees. In addition, we have undertaken, and may undertake in the future, restructuring, reorganization, or other strategic initiatives and business transformation plans. As a result of these restructuring initiatives, we may experience a loss of continuity, loss of accumulated knowledge and proficiency, loss of key employees, and/or other retention issues during transitional periods. Further, reorganization and restructuring can impact a significant amount of management and other employees’ time and focus, which may divert attention from operating and growing our business.

Delays in the Chapter 11 Cases may increase the risks of our being unable to reorganize our business and emerge from bankruptcy and increase our costs associated with the bankruptcy process.

There can be no assurance that the Plan will become effective in accordance with its terms on the timeline we anticipate or at all. Prolonged Chapter 11 proceedings could adversely affect our relationships with customers, subcontractors, suppliers, and employees, among other parties, which in turn could adversely affect our business, competitive position, financial condition, liquidity, and results of operations and our ability to continue as a going concern. A weakening of our financial condition, liquidity, and results of operations could adversely affect our ability to implement the Plan (or any other Chapter 11 plan of reorganization). If we are unable to consummate the Plan (or any other Chapter 11 plan of reorganization), we may be forced to liquidate our assets.

Adverse publicity in connection with the Chapter 11 Cases or otherwise could negatively affect our business.

Adverse publicity or news coverage relating to us or our business, including, but not limited to, publicity or news coverage in connection with the Chapter 11 Cases, may negatively impact our efforts to establish and promote a positive image after emergence from the Chapter 11 Cases, including with respect to our current and future employees, existing customers, prospective customers, suppliers, and service providers.

Trading in our common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks and the Chapter 11 Cases may render the common stock worthless.

All of our indebtedness is senior in priority to the existing common stock in our capital structure. The Proposed Plan, the currently expected valuation, contemplates that the holders of equity interests, including the holders of common stock would be entitled to only a de minimis recovery. The recovery would be significantly less than the previous trading value of such existing equity interests. We expect that potential revisions to the Plan will result in equity receiving no recovery. The amount and nature of any potential recovery is subject to approval by the Bankruptcy Court and there can be no certainty that holders of equity interests will receive any recovery in the Chapter 11 Cases. Accordingly, any trading in our common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risk to purchasers of our common stock.

There can be no assurance that we will be able to regain compliance or comply with the continued listing standards of the New York Stock Exchange, which could result in the delisting of our securities, limit investors’ ability to make transactions in our securities, and subject us to additional trading restrictions.

Our common stock is listed on the NYSE under the symbol “EVA.” On January 23, 2024 we received a written notice from the NYSE that because the average closing price for our common stock had fallen below $1.00 per share for 30 consecutive trading days, we no longer comply with the minimum share price criteria of Section 802.01C of the NYSE Listed Company Manual (the “NYSE Manual”) for continued listing on the NYSE. On April 2, 2024 we received a second written notice from the NYSE that due to the delay in filing this Annual Report on Form 10-K for the year ended December 31, 2023 with the SEC, we were no longer in compliance with Section 802.01E of the NYSE Manual. If we fail to regain compliance with Section 802.01C and Section 802.010E of the NYSE Manual during a 6-month cure period, the NYSE may commence suspension and delisting procedures.

In addition, if our total market capitalization falls below an average of $50 million for 30 consecutive trading days and we are unable to regain compliance during an 18-month cure period, the NYSE may commence suspension and delisting procedures pursuant to Section 802.01B of the NYSE Manual. As of August 30, 2024, our 30 day average market capitalization was approximately $36.0 million. Lastly, if (i) the price per share of our common stock falls to an “abnormally low price,” (ii) our market capitalization falls below an average of $15 million for 30 consecutive trading days, or (iii) we choose to liquidate the Company, the NYSE may immediately commence suspension and delisting procedures pursuant to Section 802.01D, 802.01B, and 802.01D, respectively.

If the NYSE delists our common stock from trading on its exchange for failure to meet the continued listing standards, we and our stockholders could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity for our securities; a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and regulations, possibly resulting in a

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reduced level of trading activity in the secondary trading market for shares of our common stock; a limited amount of analyst coverage; a decreased ability to issue additional securities or obtain additional financing in the future; and a negative impact to, or termination of, our critical business relationships.

Upon emergence from bankruptcy, the equity interests in the reorganized company may not be listed on the NYSE or any other stock exchange and we may no longer be a SEC reporting company.

Based on the terms of the Proposed Plan, Enviva may emerge from the Chapter 11 Cases as a private company not subject to reporting requirements under Sections 12 or 15 of the Exchange Act. As a nonpublic company, the equity interests in the reorganized company and the New Warrants would not be listed on the NYSE or any other stock exchange and there can be no assurance as to the development of or liquidity of any market for such equity interests or warrants. Further, the reorganized company may enter into a stockholders agreement, which may significantly restrict trading in the equity interests. Our listing and SEC registration status upon emergence from bankruptcy are subject to negotiation with creditors, approval of the Bankruptcy Court and affirmative vote of certain parties and may change materially from the terms set forth in the Proposed Plan.

The RSA is subject to significant conditions and milestones that may be difficult for us to satisfy.

There are certain material conditions we must satisfy under the RSA, including the timely satisfaction of milestones in the Chapter 11 Cases, which include the consummation of the financing contemplated by the DIP Facility and other transactions contemplated by the Plan. Our ability to timely satisfy such milestones is subject to risks and uncertainties, many of which are beyond our control, and it is possible that the failure to timely complete such milestones or comply with other conditions of the RSA may give rise to termination events thereunder.

The Plan may not become effective.

Even if the Plan is confirmed by the Bankruptcy Court, it may differ materially from the Plan filed by the Company and may not become effective because it is subject to the satisfaction of certain conditions precedent (some of which are beyond our control). There can be no assurance that such conditions will be satisfied and, therefore, that the Plan will become effective, and that the Debtors will emerge from the Chapter 11 Cases as contemplated by the Plan. If the Effective Date is delayed, the Debtors may not have sufficient cash available to operate their businesses. In that case, the Debtors may need new or additional post-petition financing, which may increase the cost of consummating the Plan. There can be no assurance of the terms on which such financing may be available or if such financing will be available. If the transactions contemplated by the Plan are not completed, it may become necessary to amend the Plan. The terms of any such amendment are uncertain and could result in material additional expense and result in material delays to the Chapter 11 Cases.

Even if the Plan or another Chapter 11 plan of reorganization is consummated, we may not be able to achieve our stated goals.

Even if the Plan or any other Chapter 11 plan of reorganization is consummated, we may continue to face a number of risks, such as changes in economic conditions, changes in our industry, changes in demand for our services, and increasing expenses. Some of these risks become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the transactions under the Plan or any other Chapter 11 plan of reorganization will actually close. As a result of these and other risks, we cannot guarantee that the Plan or any other Chapter 11 plan of reorganization will achieve our stated goals. Furthermore, even if our debts are reduced or discharged through the Plan or any other Chapter 11 plan of reorganization, we may need to raise additional funds through public or private debt or equity financing or other various means to fund our business after the completion of the Chapter 11 Cases. Our access to additional financing may be limited, if it is available at all. Therefore, adequate funds may not be available when needed or may not be available on favorable terms, which could have a material impact on our operations and financial results, including our ability to continue as a going concern.

Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict at this time.

We face uncertainty regarding the adequacy of our liquidity and capital resources and have extremely limited, if any, access to additional financing. In addition to the cash requirements necessary to fund our ongoing operations, we have incurred significant professional fees and other costs in connection with preparation for the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout the Chapter 11 Cases. We cannot assure you that cash on hand and cash flow from operations will be sufficient to continue to fund our operations and allow us to satisfy our obligations related to the Chapter 11 Cases. Although we entered into the DIP Credit Agreement providing for an aggregate principal amount of up to $500 million pursuant to the DIP Facility in connection with the Chapter 11 Cases, we cannot assure you that such financing sources will be sufficient, that we will be able to secure additional interim financing, or adequate exit financing sufficient to meet our liquidity needs (or if sufficient funds are available, that they will be offered to us on acceptable terms).

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Our liquidity, including our ability to meet our ongoing operational obligations, depends on, among other things: (i) our ability to comply with the terms and conditions of any order governing the use of cash collateral that may be entered by the Bankruptcy Court in connection with the Chapter 11 Cases, (ii) our ability to access credit under the DIP Facility, (iii) our ability to maintain adequate cash on hand, (iv) our ability to generate cash flow from operations, (v) our ability to consummate the Plan or other alternative restructuring transaction, and (vi) the cost, duration and outcome of the Chapter 11 Cases.

In certain limited instances, a Chapter 11 case may be converted to a case under Chapter 7 of the Bankruptcy Code.

Upon a showing of cause, the Bankruptcy Court may convert the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code. In such event, a Chapter 7 trustee would be appointed or elected to liquidate our assets for distribution to our creditors in accordance with the priorities established by the Bankruptcy Code. We believe that liquidation under Chapter 7 would result in significantly smaller distributions being made to our creditors than those provided for in the Plan because of: (i) the likelihood that the assets would have to be sold or otherwise disposed of in a distressed fashion over a short period of time rather than in a controlled manner and as a going concern; (ii) additional administrative expenses involved in the appointment of a Chapter 7 trustee; and (iii) additional expenses and claims, some of which would be entitled to priority, that would be generated during the liquidation and from the rejection of executory contracts in connection with a cessation of operations.

As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future performance, which may be volatile.

During the Chapter 11 Cases, we expect our financial results to continue to be volatile as restructuring activities and expenses impact our consolidated financial statements. As a result, our historical financial performance is likely not indicative of our financial performance after the date of the filing of the Chapter 11 Cases. In addition, if we emerge from Chapter 11, the amounts reported in subsequent consolidated financial statements may materially change relative to our historical consolidated financial statements. We also will be required to adopt fresh start accounting, in which case our assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on our historical consolidated balance sheets. Our financial results after the application of fresh start accounting may be different from historical trends.

The actual results achieved during the periods covered by the projections included as an exhibit to the Disclosure Statement will vary from those set forth in those projections, and such variations may be material.

In connection with the filing of the Plan, we filed a Disclosure Statement that included projections for the annual periods ending December 31, 2024 (fiscal year 2024) through December 31, 2028 (fiscal year 2028) the (“Financial Projections”). Unanticipated events and circumstances occurring after the date hereof may affect the actual financial results of our operations. These variations may be material and may adversely affect our ability to, among other things, consummate our business plan to make payments with respect to our indebtedness. Because the actual results achieved may vary from projected results, perhaps significantly, the Financial Projections should not be relied upon as a guarantee or other assurance of the actual results that will occur.

Further, during the Chapter 11 Cases, we expect that our financial results will continue to be volatile as restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact our consolidated financial statements. As a result, our historical financial performance likely will not be indicative of our financial performance after the emergence. In addition, if we emerge from the Chapter 11 Cases, the amounts reported in subsequent consolidated financial statements may materially change relative to historical consolidated financial statements, including as a result of revisions to our operating plans pursuant to a plan of reorganization. We also may be required to adopt fresh start accounting, in which case their assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on our consolidated balance sheets. Our financial results after the application of fresh start accounting also may be different from historical trends.

Finally, our business plan was developed with the assistance of our advisors. There can be no assurances that our business plan will not change, perhaps materially, as a result of decisions that the board of directors may make after fully evaluating our strategic direction and our business plan. Any deviations from the Debtors’ existing business plan would necessarily cause a deviation in the Financial Projections.

We may be subject to claims that will not be discharged in the Chapter 11 Cases, which could have a material adverse effect on our business, cash flows, liquidity, financial condition and results of operations.

The Bankruptcy Code provides, subject to certain limited exceptions, that the confirmation of a plan of reorganization pursuant to Chapter 11 may discharge a debtor from, among other things, substantially all debts arising prior to consummation of a plan of reorganization. Except where otherwise contemplated by the Plan, it is expected that claims against the Debtors that

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arose prior to March 12, 2024 or before consummation of the Plan would be subject to discharge pursuant to confirmation of the Plan. It is possible, however, that certain claims may not be subject to discharge or that parties in subsequent litigation could argue that they were not ultimately discharged. Such claims could be asserted against the reorganized entities and may have an adverse effect on our business, cash flows, liquidity, financial condition, and results of operations on a post-reorganization basis.

The Chapter 11 Cases limit the flexibility of our management team in running our business.

While we operate our businesses as debtor-in-possession under supervision by the Bankruptcy Court, we are required to obtain the approval of the Bankruptcy Court, and in some cases certain lenders, prior to engaging in activities or transactions outside the ordinary course of business. Bankruptcy Court approval of non-ordinary course activities entails preparation and filing of appropriate motions with the Bankruptcy Court, negotiation with the various creditors’ committees and other parties-in-interest, and one or more hearings. The creditors’ committees and other parties-in-interest may be heard at any Bankruptcy Court hearing and may raise objections with respect to these motions. This process may delay major transactions and limit our ability to respond quickly to opportunities and events. Furthermore, in the event the Bankruptcy Court does not approve a proposed activity or transaction, we would be prevented from engaging in activities and transactions that we believe are beneficial to us.

Upon emergence from bankruptcy, the composition of our board of directors may change significantly.

The composition of our board of directors may change significantly following the Chapter 11 Cases. Any new directors may have different backgrounds, experiences, and perspectives from those individuals who previously served on our board of directors and, thus, may have different views on the issues that will determine the future of our company. As a result, our future strategy and plans may differ materially from those of the past.

As a result of the implementation of the Plan, our ability to utilize our net operating loss carryforwards and certain other tax attributes to reduce our income tax obligations may be subject to limitation under Section 382 of the Internal Revenue Code.

Under U.S. federal income tax law, a corporation is generally permitted to offset all or a portion of its net taxable income in a given year with net operating losses carried forward from prior years. As of December 31, 2023, we had U.S. federal net operating loss carryforwards of approximately $407.1 million. Our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset future taxable income and reduce U.S. federal income tax liability is subject to certain requirements and restrictions. In particular, if we experience an “ownership change,” as defined in section 382 of the U.S. Internal Revenue Code (generally, a cumulative change of ownership of greater than 50% of our capital stock over a three-year testing period), then our ability to use our net operating loss carryforwards and certain other tax attributes may be substantially limited, which could have a negative impact on our financial position and results of operations.

We expect that we may undergo an ownership change under Section 382 of the U.S. Internal Revenue Code in connection with the consummation of the Plan. On April 12, 2024, the Bankruptcy Court entered an order that sets forth procedures (including notice requirements) with which certain existing and potential shareholders must comply regarding transfers of, or declarations of worthlessness with respect to, our common stock, as well as certain obligations with respect to notifying us of current share ownership (the “Stock Procedures”). The Stock Procedures are designed to protect our net operating loss carryforwards (and other tax attributes) from the effect of a premature ownership change and to preserve our ability to rely on certain favorable rules that can apply to ownership changes occurring in connection with the implementation of the Plan. However, there is no assurance that the Stock Procedures will prevent all transfers or declarations of worthlessness that could result in such an ownership change.

In addition, our net operating losses (and certain other tax attributes) will be reduced by the amount of any cancellation of indebtedness income we recognize as a result of the implementation of the Plan. As such, at this time, there can be no assurance regarding the amount of net operating loss carryforwards and other tax attributes that will be available to offset future taxable income.

Risks Related to Our Business

WeGoodwill ~~expect~~and toother ~~derive~~long-lived ~~substantially~~assets ~~all our revenues from six customers in 2023, four of which~~ are ~~located~~subject ~~in Europe. If we fail~~ to ~~continue~~impairment ~~to diversify our customer base, our results of operations, business and financial position and ability to pay dividends to our stockholders could be materially adversely affected~~risk.

~~Our~~During ~~contracts~~the ~~with~~fourth ~~Drax,~~quarter ~~Lynemouth Power, MGT, Ørsted, Sumitomo, and Mitsubishi, four~~ of ~~which are located in Europe~~2023, ~~represent~~the ~~substantially~~Company ~~all~~performed ofan ~~our~~interim ~~expected~~goodwill ~~product~~impairment ~~sales volumes in 2023; as a result~~test, wewhich ~~face~~indicated ~~counterparty~~that ~~and~~the ~~geographic~~carrying ~~concentration~~value ~~risk. The ability~~ of ~~each~~its ofsole ~~our~~reporting ~~customers~~unit towas ~~perform~~above its ~~obligations~~fair ~~under~~value. aOn ~~contract~~December ~~with us will depend on a number of factors that are beyond our control and may include the overall financial condition of the counterparty~~4, ~~the counterparty’s access to capital~~2023, the ~~condition~~Board ofconcluded ~~the~~that ~~regional~~a ~~and~~material ~~global~~charge ~~power,~~for ~~heat,~~impairment ~~and~~to ~~combined~~goodwill ~~heat~~would ~~and~~be ~~power~~required ~~generation industry, continuing regulatory and economic support~~ for ~~wood pellets as a fuel source, pricing trends in~~ the ~~spot~~fourth ~~market~~quarter ~~for~~of ~~wood pellets and general economic conditions~~2023. InAs ~~addition,~~a ~~in depressed market conditions~~result, ~~our customers may no longer need~~ the ~~amount~~Company ofrecorded ~~our~~a ~~products~~material ~~they~~non-cash ~~have~~pretax ~~contracted~~impairment ~~for~~charge orrelated ~~may be able~~ to ~~obtain~~goodwill ~~comparable~~of ~~products at a lower price~~$103.9 ~~Should~~million ~~any~~in ~~counterparty~~the ~~fail~~fourth toquarter ~~honor its obligations under a contract with us, we could sustain losses, which could have a material adverse effect on our business, financial condition, results~~ of ~~operations, and cash available for dividends~~2023.

Currently, we derive a majority of our revenues from customers in Europe. If economic, political, regulatory, or financial market conditions in Europe deteriorate and/or our customers experience a significant downturn in their business or financial condition, they may attempt to renegotiate, reject, or declare force majeure under our contracts. If we fail to continue to diversify our customer base geographically within and outside of Europe in the future, our results of operations, business and financial position, and ability to pay dividends to our stockholders could be materially adversely affected.19

~~Upon~~Table ~~the expiration~~ of our off-take contracts, our customers may decide not to recontract on terms as favorable to us as our current contracts, or at all. For example, our current customers may acquire wood pellets from other providers that offer more competitive pricing or logistics or develop their own sources of wood pellets. Some of our customers could also exit their current business or be acquired by other companies that purchase wood pellets from other providers. The demand for wood pellets or their prevailing prices at the times at which our current off‑take contracts expire may also render entry into new long-term-off-take contracts difficult or impossible. We may also decide to renegotiate our existing contracts on less favorable terms and/or at reduced volumes in order to preserve our relationships with our customers.Contents

~~Any~~The ~~reduction~~assessment infor ~~the~~potential ~~amount~~impairment of ~~wood~~other ~~pellets~~long-lived ~~purchased~~assets byrequires ~~our~~management ~~customers~~to ormake ~~our~~judgments ~~inability~~on toa ~~renegotiate~~number orof ~~replace~~significant ~~our~~estimates ~~existing~~and ~~contracts~~assumptions, onincluding ~~economically~~projected ~~acceptable~~cash ~~terms~~flows, ordiscount ~~our~~rates, ~~failure~~and toprojected ~~successfully~~long-term ~~penetrate~~growth ~~new~~rates. ~~markets~~We ~~within~~may ~~and~~be ~~outside~~required ofto ~~Europe~~record a significant charge in ~~the~~our ~~future,~~consolidated ~~could~~financial ~~have~~statements aduring ~~material~~the ~~adverse~~period ~~effect~~in onwhich ~~our~~any ~~results~~impairment of ~~operations,~~our ~~business~~other ~~and~~long-lived ~~financial~~assets ~~position,~~is asidentified ~~well~~and asthis ~~our~~could ~~ability~~negatively toimpact ~~pay~~our ~~dividends~~financial tocondition ~~our~~and ~~stockholders~~results of operations.

We expect to derive the majority of our revenues from four customers in 2024, three of which are located in Europe. If we fail to continue to diversify our customer base, our results of operations, business and financial position could be materially adversely affected.

Our contracts with four customers, three of which are located in Europe and one of which is located in Japan, represent the majority of our expected product sales volumes in 2024; as a result, we face counterparty and geographic concentration risk. The ability of each of our customers to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include the overall financial condition of the counterparty, the counterparty’s access to capital, delay or shutdown of the counterparty’s operations due to regulatory, financial or operational challenges, the condition of the regional and global power, heat, and combined heat and power generation industry, continuing regulatory and economic support for wood pellets as a fuel source, pricing trends in the spot market for wood pellets and general economic conditions. In particular, in 2023 and 2024, certain of our counterparties experienced significant operational shutdowns of their facilities that impacted their ability to accept contracted volumes. In addition, in depressed market conditions, our customers may no longer need the amount of our products they have contracted for or may be able to obtain comparable products at a lower price. Should any counterparty fail to honor its obligations under a contract with us, we could sustain losses, which could have a material adverse effect on our business, financial condition, and results of operations.

In addition if we fail to continue to diversify our customer base geographically within and outside of Europe in the future, our results of operations, business and financial position could be materially adversely affected.

Upon the expiration of our off-take contracts, our customers may decide not to recontract on terms as favorable to us as our current contracts, or at all. For example, our current customers may acquire wood pellets from other providers that offer more competitive pricing or logistics or develop their own sources of wood pellets. Some of our customers could also exit their current business or be acquired by other companies that purchase wood pellets from other providers. The demand for wood pellets or their prevailing prices at the times at which our current off‑take contracts expire may also render entry into new long-term-off-take contracts difficult or impossible.

Any reduction in the amount of wood pellets purchased by our customers or our inability to renegotiate or replace our existing contracts on economically acceptable terms, or our failure to successfully penetrate new markets within and outside of Europe in the future, could have a material adverse effect on our results of operations, business and financial position.

Termination penalties within our off-take contracts may not fully compensate us for our total economic losses.

Certain of our off-take contracts provide the customer with a right of termination for various events of convenience or changes in law or policy. Although some of these contracts are subject to certain protective termination payments, the termination payments made by our customers may not fully compensate us for losses. In addition, if a contract is terminated due to financial distress of the counterparty, we may be unable to receive all or a portion of the compensation due to us under these contracts. We may be unable to re-contract our production at favorable prices or at all, and our results of operations, business and financial position, ~~and our ability to pay dividends to our stockholders,~~ may be materially adversely affected as a result.

We may be unable to renegotiate our long-term contracts with our existing customers on favorable terms or at all.

In connection with our ongoing restructuring through Chapter 11, we are renegotiating many of our long-term contracts with the goal of improving profitability and to better protect against future inflation and other cost risks. We may be unable to complete these negotiations on the proposed terms, or at all. The Plan makes certain assumptions regarding the outcome of these negotiations. If we are unable to finalize these contracts on favorable terms, or at all, our results of operations, business and financial position, may be materially adversely affected and we may be unable to achieve the results anticipated by the projections set forth in the Plan.

Our long-term off-take contracts with our customers may only partially offset certain increases in our costs or preclude us from taking advantage of relatively high wood pellet prices in the broader markets.

Our long-term off-take contracts typically set base prices subject to annual price escalation and other pricing adjustments, which are intended to adjust for changes in certain of our underlying costs of operations, including, in some cases, for stumpage or diesel fuel. However, such cost pass-through mechanisms ~~may~~are ~~only~~typically ~~pass~~adjusted abased ~~portion~~on ofchanges ~~our total costs through~~ to ~~our~~consumer ~~customers.~~price ~~If our operating costs increase significantly during the terms of our long-term off-take contracts beyond the levels of pricing and cost protection afforded to us under the terms of such contracts~~index, our results of operations, business and financial position, and ability to pay dividends to our stockholders, could be adversely affected. Continued and increased inflation could decrease the profitability of our long-term off-take contracts.

Moreover, during periods when the prevailing market price of wood pellets exceeds the prices under our long-term off-take contracts, our revenues could be significantly lower than they otherwise would have been were we not party to such contracts for substantially all our production. In addition, our current and future competitors may be in a better position than we are to take advantage of relatively high prices during such periods.20

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~~The~~which ~~growth~~may not reflect actual changes to our costs. If our operating costs increase significantly during the terms of our ~~business~~long-term ~~depends~~off-take incontracts ~~part~~beyond onthe ~~locating~~levels of pricing and cost protection afforded to us under the terms of such contracts, ~~developing~~our results of operations, business, and ~~acquiring~~financial ~~interests~~position incould ~~additional~~be ~~wood~~adversely ~~pellet~~affected. ~~production~~Continued ~~plants~~ and ~~marine~~increased ~~terminals~~inflation atcould ~~favorable~~decrease ~~prices~~the profitability of our long-term off-take contracts.

~~Our~~Moreover, ~~business~~during ~~strategy~~periods ~~includes~~when ~~growing~~the prevailing market price of wood pellets is lower than the prices under our ~~business~~long-term ~~through~~off-take ~~constructing~~contracts, ~~new~~we ~~greenfield~~may ~~and~~be ~~brownfield~~unable ~~facilities~~to sell any cancelled volumes, ~~capacity~~or ~~expansion~~renew ofexpiring ~~existing~~contracts, ~~facilities~~at profitable prices or at all, and ~~third-party~~cancellation ~~acquisitions~~or ~~that~~termination ~~increase~~fees ~~our~~may ~~cash~~not ~~generated~~fully ~~from~~compensate ~~operations.~~us ~~Our~~for ~~ability~~the tolost ~~successfully~~revenue. ~~achieve~~In ~~our~~contrast, ~~organic~~during ~~growth~~periods ~~plan~~when ~~will~~the ~~require~~prevailing usmarket toprice ~~acquire~~of orwood ~~construct~~pellets ~~several~~exceeds ~~additional~~the ~~plants~~prices ~~over~~under ~~the~~our ~~next~~long-term ~~five~~off-take ~~years.~~contracts, ~~Various~~our ~~factors~~revenues could ~~affect~~be ~~our~~significantly ~~ability~~lower than they otherwise would have been were we not party to ~~achieve~~such contracts for substantially all our ~~organic~~production. ~~growth~~In ~~plan~~addition, our current and ~~continue~~future competitors may be in a better position than we are to ~~grow~~take ~~our~~advantage ~~business,~~of ~~including:~~relatively high prices during such periods.

•inability to identify or develop attractive projects, which could result from, among other things, inability to identify communities with optimal proximity to feedstock and access to labor and transportation, competition for attractive locations, regulatory challenges or reputational risks;

•our failure to complete development projects in a timely manner or at all, which could result from, among other things, permitting challenges, failure to procure requisite financing or equipment, construction difficulties, or an inability to obtain off‑take contracts on acceptable terms; and

•fewer accretive third‑party acquisition opportunities than we expect, which could result from, among other things, available projects having less desirable economic returns, competition, anti‑trust concerns, or higher risk profiles than we believe suitable for our business plan and investment strategy.

In addition, changes to our business plans, financial condition or other factors could result in changes or delays to our organic growth plan. For example, in late 2022, we updated the standard plant design to improve plant utilization to execute the Design One, Build Many strategy, which has delayed the planned commencement dates of our new Epes and Bond plants by roughly a year. Any of these factors could prevent us from executing our growth strategy or otherwise could have a material adverse effect on our results of operations, business and financial position, and our ability to pay dividends to our stockholders.

We may be unable to make attractive acquisitions, and any acquisitions we make will be subject to substantial risks that could adversely impact our business.

We may consummate acquisitions that we believe will be attractive but that ultimately result in a decrease in our financial condition and results of operations. Any acquisition involves potential risks, some of which are beyond our control, including:

•mistaken assumptions about revenues and costs, including synergies;

•the inability to successfully integrate businesses we acquire;

•the inability to hire, train, or retain qualified personnel to manage and operate our business and newly acquired assets;

•the assumption of unknown liabilities;

•limitations on our access to indemnification from the seller;

•incorrect assumptions about the overall costs of equity or debt;

•the diversion of management’s attention from other business concerns;

•unforeseen difficulties in connection with operating newly acquired assets or in new geographic areas;

•customer or key employee losses at acquired businesses; and

•the inability to meet obligations in off‑take or other contracts associated with acquisitions.

If we consummate any future acquisitions, our capitalization and results of operations may change significantly, and our stockholders may not have the opportunity to evaluate the economic, financial, and other relevant information that we will consider in determining the application of our funds and other resources to acquisitions.

The Company’s ability to declare and pay dividends, and to repurchase shares, is subject to certain considerations.

Dividends are authorized and determined by the Company’s board of directors in its sole discretion. Decisions regarding the payment of dividends and the repurchase of shares are subject to a number of considerations, including:

•cash available for dividends or repurchases;

•the Company’s results of operations and anticipated future results of operations;

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•the Company’s financial condition, especially in relation to anticipated future capital needs;

•the level of cash reserves the Company may establish to fund future capital expenditures, including potential acquisitions or development projects;

•the Company’s ability to access other sources of financing to fund potential acquisitions and development projects;

•the Company’s stock price;

•excise taxes that may be imposed on the Company with respect to certain repurchases of the Company’s stock; and

•other factors the board of directors deems relevant.

The Company can provide no assurance that it will continue to pay dividends or authorize stock repurchases at the current rate or at all. Any elimination of or downward revision in the Company’s dividend payout or stock repurchase program could have a material adverse effect on the market price of the Company’s common stock.

Regulatory and Litigation Risks

Our business is subject to risks related to legal proceedings and governmental inquiries.

Our business is subject to litigation, regulatory investigations, and claims arising in the normal course of operations. The risks associated with these matters often may be difficult to assess or quantify and the existence and magnitude of potential claims often remain unknown for substantial periods of time. Our involvement in any investigations and lawsuits would cause us to incur additional legal and other costs and, if we were found to have violated any laws, we could be required to pay fines, damages, and other costs, perhaps in material amounts. Regardless of final costs, these matters could have an adverse effect on our business by exposing us to negative publicity, reputation damage, or diversion of personnel and management resources.

Changes in laws or government policies, incentives, and taxes related to low-carbon and renewable energy may affect customer demand for our products.

Consumers of utility-grade wood pellets currently use our products either as part of a binding obligation to generate a certain percentage of renewable energy or because they receive direct or indirect financial support or incentives to do so. Financial support is often necessary to cover the generally higher costs of wood pellets compared to conventional fossil fuels like coal. In most countries, once the government implements a tax (e.g., the U.K.’s carbon price floor tax) or a preferable tariff or specific renewable energy policy either supporting a renewable energy generator or the energy generating sector as a whole, such tax, tariff, or policy is guaranteed for a specified period of time, sometimes for the investment lifetime of a generator’s project. However, governmental policies that currently support the use of biomass may adversely modify their tax, tariff, or incentive regimes, and the future availability of such taxes, tariffs, or incentive regimes, either in current jurisdictions beyond the prescribed timeframes or in new jurisdictions, is uncertain. Demand for wood pellets could be substantially lower than expected if government support is removed, reduced, or delayed or, in the future, is insufficient to enable successful deployment of biomass power at the levels currently projected.

In addition, regulatory changes such as new requirements to install additional pollution control technology could require us to curtail or amend operations to meet new GHG and other emission limits. This may also affect demand for our products in addition to increasing our operational costs. Regulatory directives may require certain biomass standards to be satisfied in order for our customers to capture any available direct or indirect regulatory incentives from the use of our products. This typically is implemented through biomass sustainability criteria, which either are a mandatory element of eligibility for financial subsidies to biomass energy generators or may be expected to become mandatory in the future. For more information, see our risk factor titled “Changes in the treatment of biomass could adversely impact our business.” As a biomass fuel supplier, the viability of our business is therefore dependent on our ability to comply with such requirements. These requirements may restrict the types of biomass we can use and the geographic regions from which we source our raw materials and may require us to reduce GHG emissions associated with our supply and production processes.

Currently, some criteria with which we must comply, including rules relating to ~~forest~~certain customer regulatory requirements, forestry best management practices, future adaption of climate smart forestry techniques and carbon accounting, are under revision. If different sustainability requirements are adopted in the future, demand for our products could be materially reduced in certain markets, and our results of operations, business and financial position, ~~and our ability to pay dividends to our stockholders,~~ may be materially adversely affected.

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Challenges to or delays in the issuance of air permits, or our failure to comply with our permits, could impair our operations and ability to expand our production.

Our plants are subject to the requirements of the Clean Air Act and must either receive minor source permits from the states in which they are located or a major source permit, which the U.S. ~~Environmental~~EPA ~~Protection Agency~~ has the right to object to if it determines any proposed permit is not in compliance with applicable requirements. In general, our facilities are eligible for minor source permits following the application of pollution control technologies. However, we could experience substantial delays with respect to obtaining such permits, including as a result of any challenges to the issuance of our permits or other factors, which could impair our ability to operate our wood pellet production plants or expand our production capacity. In addition, any new air permits we receive could require that we incur additional expenses to install emissions control technologies or limit our operations. Such new permits could also impede our ability to satisfy emission limitations and/or stringent testing requirements to demonstrate compliance therewith. Failure to meet such requirements could have a material adverse effect on our results of operations, business and financial position, and our ability to pay dividends to our stockholders.

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permits following the application of pollution control technologies. However, we could experience substantial delays with respect to obtaining such permits, including as a result of any challenges issuing such permits to the Company or other factors, which could impair our ability to operate our wood pellet production plants or expand our production capacity. In addition, any new air permits we receive could require that we incur additional expenses to install emissions control technologies or limit our operations. Such new permits could also impede our ability to satisfy emission limitations and/or stringent testing requirements to demonstrate compliance therewith. Failure to meet such requirements could have a material adverse effect on our results of operations, business and financial position.

Federal, state, and local legislative and regulatory initiatives relating to forestry products and the potential for related litigation could result in increased costs and additional operating restrictions and delays, which could cause a decline in the demand for our products and negatively impact our business, financial condition, and results of operations.

Our raw materials are byproducts of traditional timber management and harvesting, principally the parts of the harvested wood that are not utilized in higher-value markets, such as the tops and limbs of trees, crooked or diseased trees, slash, understory, and thin tree lengths. Commercial forestry is regulated by complex regulatory frameworks at the federal, state, and local levels. Among other federal laws, the Clean Water Act and the Endangered Species Act have been applied to commercial forestry operations through agency regulations and court decisions, as well as through the delegation to states to implement and monitor compliance with such laws. State forestry laws, as well as land-use regulations and zoning ordinances at the local level, are also used to manage forests in the Southeastern United States, as well as other regions from which we may need to source raw materials in the future. Any new or modified laws or regulations at any of these levels could have the effect of reducing forestry operations in areas where we procure our raw materials and consequently may prevent us from purchasing raw materials in an economic manner, or at all. In addition, future regulation of, or litigation concerning, the use of timberlands, the protection of endangered species, the promotion of forest biodiversity and the response to and prevention of wildfires, as well as litigation, campaigns or other measures advanced by special interest groups, could also reduce the availability of the raw materials required for our operations.

Changes in the treatment of biomass could adversely impact our business.

Various rules have been issued or may be issued in the future by government agencies, including in the jurisdictions where we sell our products, to regulate the sustainability criteria associated with the use of biomass, which in turn may require us to adopt certain practices in our operations.

~~Biomass~~On October 18, 2023, the Council of the EU and ~~our~~Presidents ~~wood~~of ~~products~~the ~~are~~Parliament ~~considered~~signed ~~renewable~~the ~~under~~final text of RED ~~II.~~III, ~~However~~which entered into force on November 20, ~~the~~2023, EUalthough there is ~~currently~~an in18-month ~~the~~period ~~process~~for ofmember ~~negotiating~~states ~~RED~~to ~~III~~transpose ~~and~~the ~~will~~directives ~~determine~~into ~~whether~~law. ~~the~~Under ~~use~~RED ofIII, ~~woody~~wood biomass ~~will~~continues ~~continue~~ to be ~~considered~~recognized as a renewable energy source in the EU and, therefore, can be used in meeting the EU’s climate targets. The EU’s directives establish, among other things, targets for renewable energy supply and certain sustainability requirements for biomass, including requirements related to carbon stocks and land use. If the wood pellets we produce do not conform to these or future requirements, our customers would not be able to count energy generated therefrom towards these renewable energy goals, which could decrease demand for our products. ~~Biomass~~RED ~~has~~III ~~been~~also ~~under~~implements additional ~~regulatory~~changes ~~scrutiny~~relating ~~in recent years~~ to ~~develop~~subsidies ~~standards to safeguard against adverse environmental effects from its use, and certain special interest groups that focus on environmental issues have expressed their opposition to the use~~ of biomass,—for ~~both publicly and directly~~example, tono ~~domestic~~new ~~and~~subsidies ~~foreign~~for ~~regulators, policy makers,~~ power, ~~heat~~biomass ~~or combined heat~~plants, ~~and~~no ~~power~~direct ~~generators~~subsidies ~~(“generators”)~~for ~~and other~~ industrial ~~users~~grade ~~of biomass. These groups are also actively lobbying~~roundwood, ~~litigating,~~ and ~~undertaking~~required ~~other~~application ~~actions domestically and abroad in an effort to increase the regulation~~ of, ~~reduce or eliminate~~ the ~~incentives~~cascading ~~and~~principle ~~support for, or otherwise delay, interfere with, or impede the production and use of biomass for or by generators. In response~~ to ~~such~~subsidy ~~concerns, the Biden Administration withdrew from pre-publication review a pending rulemaking to characterize biomass as carbon-neutral for CAA purposes in the United States~~design. ~~While~~These weprovisions domay ~~not~~impact ~~currently sell a significant portion of~~ our ~~products~~future ~~in the United States, any changes in the treatment of biomass in jurisdictions where we sell or plan to sell our products could materially adversely affect our results of~~ operations, ~~business~~ and financial condition~~, and our ability to pay dividends to our stockholders~~.

~~Notwithstanding~~Additionally, the ~~above~~European Union’s Deforestation Regulation (“EUDR”) becomes effective from December 30, we2024. ~~cannot~~Because ~~guarantee~~wood ~~that~~pellet ~~our~~production ~~products~~for ~~will~~different ~~continue~~markets tois benot ~~considered~~segregated, ~~renewable~~all inraw material sourcing for all ~~jurisdictions~~mills ~~where~~must ~~our~~be ~~customers~~EUDR ~~consume~~compliant. ~~them~~Providing orcompliance ~~meet~~will ~~future~~be ~~standards~~challenging, ordue to the ~~expectations~~need ofto ~~third~~provide ~~parties,~~geolocation ~~governmental~~data ~~authorities,~~for ~~and~~all ~~stakeholders,~~fiber ~~related~~sources. The way to do this is still being worked on with customers and the ~~same~~European Commission. For EUDR, ~~especially~~we ~~with~~are ~~respect~~making improvements to ~~potential~~our ~~regulatory~~proprietary ~~changes.~~Track ~~This~~& ~~may~~Trace® ~~adversely~~system data collection process to ensure more accurate and timely capture of tract level and geolocation data required under the regulation.

15Updates made to the sustainability requirements of RED under RED III have mostly been incorporated during the implementation of RED II. Any additional requirements from Member State transposition of RED III will not become apparent until we get closer to the transposition deadline of May 2025.

Relatedly, biomass has been under additional regulatory scrutiny in recent years to develop standards to safeguard against adverse environmental effects from its use, and certain special interest groups that focus on environmental issues have expressed their opposition to the use of biomass, both publicly and directly, to domestic and foreign regulators, policy makers, power, heat or combined heat, and generators and other industrial users of biomass. These groups are also actively lobbying, litigating, and undertaking other actions domestically and abroad in an effort to increase the regulation of, reduce or eliminate the incentives and support for, or otherwise delay, interfere with, or impede the production and use of biomass for or by

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~~impact~~generators. ~~our~~Any ~~business,~~changes ~~harming~~in ~~our~~the ~~reputation,~~treatment ~~restricting~~of orbiomass ~~limiting~~in ~~access~~jurisdictions where we sell or plan to ~~and~~sell ~~the~~our ~~cost~~products ofcould ~~capital,~~materially ~~and~~adversely ~~subjecting~~affect usour toresults ~~potential~~of ~~litigation~~operations, ~~risk~~business and financial condition.

Notwithstanding the above, we cannot guarantee that our products will continue to be considered renewable in all jurisdictions where our customers consume them or meet future standards or the expectations of third parties, governmental authorities, and stakeholders, related to the same, especially with respect to potential regulatory changes. This may adversely impact our business, harming our reputation, restricting or limiting access to and the cost of capital, and subjecting us to potential litigation risk.

Our operations are subject to stringent environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.

Our operations are subject to stringent federal, regional, state, and local environmental, health, and safety laws and regulations. These laws and regulations govern environmental protection, occupational health and safety, the release or discharge of materials into the environment, air emissions, wastewater discharges, the investigation and remediation of contaminated sites, and allocation of liability for cleanup of such sites. These laws and regulations may restrict or impact our business in many ways, including by requiring us to acquire permits or other approvals to conduct regulated activities, limiting our air emissions or wastewater discharges or requiring us to install costly equipment to control, reduce, or treat such emissions or discharges and impacting our ability to modify or expand our operations. We may be required to make significant capital and operating expenditures to comply with these laws and regulations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties, imposition of investigatory or remedial obligations, suspension or revocation of permits, and the issuance of orders limiting or prohibiting some or all of our operations. Adoption of new or modified environmental laws and regulations may impair the operation of our business, delay or prevent expansion of existing facilities or construction of new facilities, and otherwise result in increased costs and liabilities, which may be material.

The actions of certain special interest groups could adversely impact our business.

Certain special interest groups that focus on environmental issues have expressed their opposition to the use of biomass, both publicly and directly to domestic and foreign regulators, policy makers, power, heat or combined heat and power generators, and other industrial users of biomass. These groups are also actively lobbying, litigating, and undertaking other actions domestically and abroad in an effort to increase the regulation of, reduce, or eliminate the incentives and support for, or otherwise delay, interfere with, or impede the production and use of biomass for or by heat and power generators. Such efforts, if successful, could materially adversely affect our results of operations, business and financial condition~~, and our ability to pay dividends to our stockholders~~.

Increasing attention to ESG matters, ~~including our net-zero goals or our failure to achieve such goals,~~ could adversely affect our business.

Increasing social and political attention to climate change and other environmental and social impacts may result in increased costs, changes in demand for certain types of products or means of production, enhanced compliance obligations, or other negative impacts to our business or our financial condition. Although we may participate in various voluntary frameworks and certification programs to improve the ESG profile of our operations and product, we cannot guarantee that such participation or certification will have the intended results on our ESG profile.

We periodically create and publish voluntary disclosures regarding ESG matters ~~from~~and ~~time~~our ~~to time~~goals, but many of the statements in those voluntary disclosures are based on our expectations and assumptions, which may require substantial discretion and forecasts about costs and future developments. Such expectations and assumptions are also complicated by the lack of an established framework for identifying, measuring, and reporting on many ESG matters. Moreover, in February 2021, we announced our intention to reduce, eliminate, or offset our direct (Scope 1) GHG emissions by 2030 and to publicly report our progress against this goal. We have also made commitments to aim to source 100% renewable energy (Scope 2 GHG emissions) for our operations and to work with our partners to adopt clean energy solutions. For more information, see “Recent Developments—Commitment to Achieve Carbon Neutral Operations.” Our estimates concerning the timing and cost of implementing our goals are subject to risks and uncertainties, some of which are outside of our control. ~~Given~~We ~~the evolving nature of GHG emissions accounting methodologies and climate science, we~~ cannot guarantee that such ~~factors~~risks and uncertainties may not give rise to the need to restate or revise our ~~emissions reduction~~ goals, cause us to miss them altogether, or limit the impact of success of achieving our goals. Additionally, we cannot guarantee that there will be sufficient offsets available for purchase given the increased demand from numerous businesses implementing net zero goals, or that, notwithstanding our reliance on any reputable third party registries, that the offsets we do purchase will successfully achieve the emissions reductions they represent. We also may face greater scrutiny as a result of our announcement and publication of our progress, and any failure to successfully achieve our voluntary net-zero goals, or the manner in which we achieve some or any portion of our goals, could lead to adverse press coverage or other public attention. Moreover, despite the voluntary nature of our net-zero goals, we may receive pressure from external sources, such as lenders, investors, or other groups, to adopt more aggressive climate or other ESG-related goals; however, we may not agree that such goals will be appropriate for our business, and we may not be able to implement such goals because of potential costs or technical or operational obstacles.

In March 2022, the SEC released a proposed rule that would establish a framework for the reporting of climate risks, targets, and metrics. A final rule is expected in April 2023, but we cannot predict what any such final rule may require. As

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proposed, the SEC climate rule would impose burdensome and potentially costly emissions and other data gathering and reporting requirements on our operations, including, but not limited to, those related to the risks of our operations arising from the physical impacts of climate change (e.g., flooding and water stress). Separately, the SEC has announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege an issuer’s climate disclosures are misleading or deficient.

Relatedly, organizations that provide information to investors on corporate governance and related matters have developed rating processes on evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings could lead to increased negative investor sentiment toward us, our customers, or our industry, which could negatively impact our share price as well as our access to and cost of capital. Finally, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely affect our operations.

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Further, public statements with respect to ESG matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits. For example, in March 2021, the SEC established the Climate and ESG Task Force in the Division of Enforcement to identify and address potential ESG-related misconduct, including greenwashing. Certain non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-related statements, goals, or standards were misleading, false, or otherwise deceptive. As a result, we may face increased litigation risks from private parties and governmental authorities related to our ESG efforts. We could also face increasing costs as we attempt to comply with and navigate further regulatory focus and scrutiny.

Finally, any alleged claims of greenwashing against us or others in our industry may lead to further negative sentiment and diversion of investments. For example, on November 3, 2022, a putative securities class action lawsuit was filed in federal district court in the District of Maryland against Enviva, John Keppler, and Shai Even. The lawsuit ~~asserts~~asserted claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder based on allegations that the Company made materially false and misleading statements regarding the Company’s business, operations, and compliance policies, particularly relating to its ESG practices. Specifically, the lawsuit ~~alleges~~alleged that the Company’s statements were misleading as to the environmental sustainability of the Company’s wood pellet production and procurement and the impact such statements would have on the Company’s financials and growth potential. The lawsuit ~~seeks~~sought unspecified damages, equitable relief, interest and costs, and attorneys’ fees. Lead plaintiff and lead counsel were appointed on January 31, 2023, and their amended complaint iswas ~~due to be~~ filed on ~~or before~~ April 34, 2023. ~~Enviva~~The ~~believes~~parties completed briefing on the ~~case~~Company’s ismotion ~~without~~to ~~merit~~dismiss on August 1, 2023, and ~~intends~~the court granted the Company’s motion to ~~vigorously~~dismiss ~~defend~~on ~~the~~July ~~matter~~3, 2024. The plaintiffs voluntarily dismissed the lawsuit with prejudice on July 25, 2024.

Operational Risks

We may be unable to complete our construction projects on time, and our construction costs could increase to levels that make the return on our investment less than expected.

We may face delays or unexpected developments in completing ~~our~~the ~~current~~Epes facility or future construction projects, including as a result of ~~ongoing~~inflation, supply chain issues, our failure to timely obtain the equipment, services, or access to infrastructure necessary for the operation of our projects at budgeted costs, maintain all necessary rights to land access and use and/or obtain and/or maintain environmental and other permits or approvals. These circumstances could prevent our construction projects from commencing operations or from meeting our original expectations concerning timing, operational performance, the capital expenditures necessary for their completion, and the returns they will achieve. ~~Our~~In ~~inability~~particular, the DIP Facility and the Plan contemplate include financing to complete the Epes facility. However, the amount and ~~transition~~allocation ~~our~~of ~~construction~~those ~~projects~~funds ~~into~~are ~~financially~~subject ~~successful~~to ~~operating~~the ~~projects~~progress onand ~~time~~timing of the Chapter 11 Cases and ~~within~~ultimate ~~budget~~confirmation of the Plan by the Bankruptcy Court. Any material delay in the timing of the Chapter 11 Cases or material change in the proposed funding could have a material ~~adverse~~ effect on ~~our~~the ~~results~~costs and timing of ~~operations,~~the ~~business,~~completion ~~and~~of ~~financial~~the ~~position~~Epes facility, and ~~cash~~such ~~flows~~delays may result in increased costs associated with the project.

Moreover, design, development, and construction activities associated with a project may occur over an extended period of time but may generate little or no revenue or cash flow until the project is placed into commercial service. This mis-match in timing could reduce our available liquidity. For example, we had incurred construction expenses related to the construction of the Bond facility, which development was ceased in connection with the filing of the Chapter 11 Cases. Our inability to complete and transition our construction projects into financially successful operating projects on time and within budget or the failure of our projects to generate expected returns could have a material adverse impact on our liquidity, results of operations, business, and financial position.

The satisfactory delivery of substantially all of our production is dependent on continuous access to infrastructure at our owned, leased, and third-party-operated terminals. Loss of access to our ports of shipment and destination, including through failure of terminal equipment and port closures, could adversely affect our financial results and cash available for dividends.

Substantially all of our production is dependent on infrastructure at our owned, leased, and third-party-operated terminals. Should we or a third-party operator suffer a catastrophic failure of the equipment at these terminals or otherwise experience port closures, including for security or weather-related reasons, ~~or suffer the effects of ongoing supply chain issues,~~ we could be unable to fulfill off‑take obligations or incur substantial additional transportation costs, which would reduce our cash flow. Moreover, we rely on various ports of destination, as well as third parties who provide stevedoring or other services at our ports of shipment and destination or from whom we charter oceangoing vessels and crews, to transport our product to our customers. Loss of access to these ports for any reason, or failure of such third-party service providers to uphold their contractual obligations, may impact our ability to fulfill our obligations under our off-take contracts, cause interruptions to our shipping schedule and cause us to incur substantial additional

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~~fulfill our obligations under our off-take contracts, cause interruptions to our shipping schedule and cause us to incur substantial additional~~ transportation or other costs, all of which could have a material adverse effect on our business, financial condition, and results of operations.

Failure to maintain effective quality control systems at our production plants and deep-water marine terminals could have a material adverse effect on our business and operations.

Our customers require a reliable supply of wood pellets that meet stringent product specifications. We have built our operations and assets to consistently deliver and certify the highest levels of product quality and performance, which is critical to the success of our business and depends significantly on the effectiveness of our quality control systems, including the design and efficacy of such systems, the success of our quality training program and our ability to ensure that our employees and contract counterparties adhere to our quality control policies and guidelines. Moreover, any significant failure or deterioration of our quality control systems could impact our ability to deliver product that meets our customers’ specifications and, in turn, could lead to rejection of our product by our customers, which could have a material adverse effect on our business, financial condition, and results of operations.

Our business is subject to operating hazards and other operational risks, which may have a material adverse effect on our business and results of operations. We may also not be adequately insured against such events.

Our business could be materially adversely affected by operating hazards and other risks to our operations. We produce a combustible product that ~~may~~presents ~~under certain circumstances present~~ a risk of fires and explosions or other hazards at our plants or terminals. Any such fire or explosion could cause injury, damage production plants or disrupt production or transportation, which could adversely impact our financial results or our ability to satisfy our obligations under our customer contracts. Moreover, severe weather, such as floods, earthquakes, hurricanes, or other natural disasters, climatic phenomena, such as drought, and other catastrophic events, such as plant or shipping disasters, could impact our operations by causing damage to our facilities and equipment, affecting our ability to deliver our product to our customers and impacting our customers’ ability to take delivery of our products. Floods, hurricanes, and wet conditions can damage production plants in the short term and forests in the long term, and result in increased costs associated with drying our product. Such events may also adversely affect the ability of our suppliers or service providers to provide us with the raw materials or services we require or the ability to load, transport, and unload our product.

In addition, the scientific community has concluded that severe weather will increase in frequency and intensity as result of increasing concentrations of GHGs in the Earth’s atmosphere, and that climate change will have significant physical effects, including sea-level rise, increased frequency and severity of hurricanes and other storms, flooding, drought, and forest fires. We and our suppliers operate in coastal and wooded areas in geographic regions that are susceptible to such climate impacts.

We maintain insurance policies to mitigate against certain risks related to our business, in types and amounts that we believe are reasonable depending on the circumstances surrounding each identified risk; however, we may not be fully insured against all operating hazards and other operational risks incident to our business. Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates, if at all. As a result of market conditions and certain claims we may make under our insurance policies, premiums and deductibles for certain of our insurance policies could escalate. In some instances, insurance could become unavailable or available only for reduced amounts of coverage or at unreasonable rates. If we were to incur a significant liability for which we are not fully insured, it could have a material adverse effect on our financial condition, results of operations, and cash available for dividends to our stockholders.

We may be required to make substantial capital expenditures to maintain and improve our facilities.

Although we currently use a portion of our cash generated from our operations to maintain, develop, and improve our assets and facilities, such investment may, over time, be insufficient to preserve the operating profile required for us to meet our planned profitability or meet the evolving quality and product specifications demanded by our customers. Moreover, our current and future construction and other capital projects may be capital-intensive or suffer cost overruns. Accordingly, if we exceed our budgeted capital expenditures and/or additional capital expenditures become necessary in the future and we are unable to execute our construction, maintenance, or improvement programs successfully, within budget, and in a timely manner, our results of operations, business and financial position, and our ability to generate cash flows, may be materially adversely affected. Our future success depends on our ability to continuously improve and upgrade our existing plants to meet customer demands while at the same time maintaining the reliability and integrity of our existing plants. We may not be able to maintain or replace key technology and infrastructure at our existing plants as quickly as we would like or in a cost-effective manner. The profitability of our business is dependent on the continuous improvement of both our supply and maintenance costs. We may not be able to continuously reduce costs as effectively as we need to increase profitability.

~~Our business and operating results are subject to seasonal fluctuations.~~25

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~~wet weather conditions.~~ Our ~~raw~~business ~~materials~~and ~~typically~~operating ~~have~~results ~~higher~~are ~~moisture~~subject ~~content~~to ~~during~~seasonal ~~this period, resulting in a lower product yield; moreover, the cost of drying wood fiber increases during periods of lower ambient temperatures~~fluctuations.

Our business is affected by seasonal fluctuations. The cost of producing wood pellets tends to be higher in the winter months because of increases in the cost of delivered raw materials, primarily due to a reduction in accessibility during cold and wet weather conditions. Our raw materials typically have higher moisture content during this period, resulting in a lower product yield; moreover, the cost of drying wood fiber increases during periods of lower ambient temperatures.

The increase in demand for power and heat during the winter months drives greater customer demand for wood pellets. As some of our wood pellet supply to our customers are sourced from third-party purchases, we may experience higher wood pellet costs and a reduction in our gross margin during the winter months. These seasonal fluctuations could have an adverse effect on our business, financial condition, and results of operations and cause comparisons of operating measures between consecutive quarters to not be as meaningful as comparisons between longer reporting periods.

We are exposed to construction and development risks related to our projects.

Historically, we acquired wood pellet production plants and marine export terminals that had either already commenced commercial operations or received financial support from our former sponsor to mitigate the risk associated with the construction and ramp of such assets. Following the Simplification Transaction (as defined below), we have received certain fixed payments from certain owners of our former sponsor associated with its obligations related to prior drop-downs and other transactions; however, such payments may be insufficient to fully compensate us for cost overruns, production delays, supply chain disruptions, or other adverse developments. Furthermore, we remain exposed to the risks associated with our organic growth initiatives and will be fully exposed to the risks associated with any new development or construction activities.

We expect to experience an increase in capital expenditures and general and administrative expenses related to our development and construction activities, which may be substantial. We may face delays or unexpected developments in completing our current or future construction projects, including as a result of our failure to timely obtain the equipment, services, or access to infrastructure necessary for the operation of our projects at budgeted costs, maintain all necessary rights to land access and use, and obtain and maintain environmental and other permits or approvals. These circumstances could prevent our construction projects from commencing operations or meeting our original expectations concerning timing, operational performance, the capital expenditures necessary for their completion, and the returns they will achieve. Moreover, design, development, and construction activities associated with a project may occur over an extended period of time but may generate little or no revenue or cash flow until the project is placed into commercial service. This mis-match in timing could reduce our available liquidity. Our inability to complete and transition our construction projects into financially successful operating projects on time and within budget or the failure of our projects to generate expected returns could have a material adverse impact our liquidity, results of operations, business, and financial position, as well as our ability to pay dividends to our stockholders.

Market and Credit Risks

Significant increases in the cost, or decreases in the availability, of raw materials or sourced wood pellets could result in lower revenue, operating profits, and cash flows, or impede our ability to meet commitments to our customers.

We purchase wood fiber from third-party landowners and other suppliers for use at our plants. Our reliance on third parties to secure wood fiber exposes us to potential price volatility and unavailability of such raw materials, and the associated costs may exceed our ability to pass through such price increases under our contracts with our customers. Further, delays or disruptions in obtaining wood fiber may result from a number of factors affecting our suppliers, including extreme weather, production or delivery disruptions, inadequate logging capacity, labor disputes, impaired financial condition of a particular supplier, the inability of suppliers to comply with regulatory or sustainability requirements, or decreased availability of raw materials. In addition, other companies, whether or not in our industry, could procure wood fiber within our procurement areas and adversely change regional market dynamics, resulting in insufficient quantities of raw material or higher prices.

Any interruption or delay in the supply of wood fiber, or our inability to obtain wood fiber at acceptable prices in a timely manner, could impair our ability to meet the demands of our customers and expand our operations.

In addition to our production, we purchase wood pellets produced by other suppliers to fulfill our obligations under our portfolio of long-term off-take contracts or take advantage of market dislocations on an opportunistic basis. Any reliance on other wood pellet producers exposes us to the risk that such suppliers will fail to satisfy their obligations to us pursuant to the associated off-take contracts, including by failing to timely meet quality specifications and volume requirements. Any such failure could increase our costs or prevent us from meeting our commitments to our customers.

The materialization of any of the foregoing risks could have an adverse effect on our results of operations, business, and financial position, and cash generated from our operations.

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We are exposed to the credit risk of our contract counterparties, including the customers for our products, and any material nonpayment or nonperformance by our customers could adversely affect our financial results and cash generated from our operations.

We are subject to the risk of loss resulting from nonpayment or nonperformance by our contract counterparties, including our long-term off-take customers and suppliers. Our credit procedures and policies may not be adequate to fully eliminate counterparty credit risk and we may be unable to enforce payment or performance from distressed counterparties. If we fail to adequately assess the creditworthiness of existing or future customers or suppliers, or if their creditworthiness deteriorates unexpectedly, any resulting nonpayment or nonperformance by them could have an adverse impact on our results of operations, business and financial position, and cash generated from our operations.

Impacts to the cost or availability of transportation and other infrastructure could reduce our revenues.

Disruptions to or increases in the cost of local or regional transportation services and other forms of infrastructure, such as electricity, due to shortages of vessels, barges, railcars, or trucks, weather-related problems, flooding, drought, accidents, mechanical difficulties, bankruptcy, inflationary pressures, strikes, lockouts, bottlenecks, or other events could increase our costs, temporarily impair our ability to deliver products to our customers, and might, in certain circumstances, constitute a force majeure event under our customer contracts, permitting our customers to suspend taking delivery of and paying for our products.

In addition, persistent disruptions in our access to infrastructure may force us to halt production as we reach storage capacity at our facilities. Accordingly, if the primary transportation services we use to transport our products are disrupted, and we are unable to find alternative transportation providers, it could have a material adverse effect on our results of operations, business and financial position, and cash generated from our operations.

We compete with other wood pellet producers and, if growth in domestic and global demand for wood pellets meets or exceeds management’s expectations, the competition within our industry may grow significantly.26

We compete with other wood pellet production companies for the customers to whom we sell our products. Other current producers of utility‑grade wood pellets include Drax Biomass Inc., AS Graanul Invest, Fram Renewable Fuels, LLC, An Viet Phat Energy Co., LTD, and Highland Pellets LLC. Competition in our industry is based on price, consistency and quality of product, site location, distribution and logistics capabilities, customer service, creditworthiness and reliability of supply. Some of our competitors may have greater financial and other resources than we do, may develop technology superior to ours, or may have production plants sited in more advantageous locations from a logistics, procurement, or other cost perspective.

In addition, we expect global demand for solid biomass to increase significantly in the coming years. This demand growth may lead to a significant increase in the production levels of our existing competitors and may incentivize new, well‑capitalized competitors to enter the industry, both of which could reduce the demand for our products and the prices we are able to obtain under future off‑take contracts. Significant price decreases or reduced demand could have a material adverse effect on our results of operations, business and financial position, and cash generated from our operations.

A portion of our product sales are based on spot prices for wood pellets. Extended periods of low market prices, or high prices at a time that we need to supplement our production, could adversely affect our financial condition, results of operations, and cash flows.

In addition to generating cash flow from long-term, take-or-pay off-take contracts, we generate cash flows through spot or short term sales when pricing dynamics and our contract terms allow it. Enviva has the opportunity to flex down or delay a certain percentage of contracted shipments and sell on spot. Conversely, when the spot market dynamics shift, Enviva may have the opportunity to purchase third-party volumes and deliver under its long-term contracts. Spot prices are subject to wide fluctuations in response to relatively minor changes in supply and demand, and our ability to capitalize on higher spot prices and contract flexibility is dependent upon such fluctuations in pricing and demand. However, such cash flows may not be sustainable during periods of lower demand or pricing, which may adversely affect our financial results on a period-over-period basis. Similarly, under certain circumstances, we purchase pellets on the spot market to supplement our production. If we need to purchase pellets at a time when prices are elevated, this could adversely affect our gross margins and our financial results.

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we are unable to find alternative transportation providers, it could have a material adverse effect on our results of operations, business and financial position, and cash generated from our operations.

We compete with other wood pellet production companies for the customers to whom we sell our products. Other current producers of utility‑grade wood pellets include Drax Biomass Inc., AS Graanul Invest, Fram Renewable Fuels, LLC, Phu Tai Bio-Energy and Highland Pellets LLC. Competition in our industry is based on price, consistency and quality of product, site location, distribution and logistics capabilities, customer service, creditworthiness and reliability of supply. Some of our competitors may have greater financial and other resources than we do, may develop technology superior to ours, or may have production plants sited in more advantageous locations from a logistics, procurement, or other cost perspective.

In addition, demand growth in the industry may lead to a significant increase in the production levels of our existing competitors and may incentivize new, well‑capitalized competitors to enter the industry, both of which could reduce the demand for our products and the prices we are able to obtain under future off‑take contracts. Significant price decreases or reduced demand could have a material adverse effect on our results of operations, business, and financial position, and cash generated from our operations.

Financial Risks

The DIP Facility is only available if we satisfy certain conditions and imposes significant restrictions on our operations

Proceeds of the DIP Facility may be used only in connection with an approved budget (adjusted for agreed variances). The DIP Facility will be made available in up to five draws, with the first draw occurring substantially contemporaneously with entry of the Interim DIP Order and the up to four additional draws subject to entry of the Final DIP Order. Each draw is subject to the satisfaction of certain conditions under the DIP Credit Agreement, including compliance with meeting the milestones required by the RSA. Borrowings under the DIP Facility bear interest at a rate equal to, at the Company’s option, (i) the alternate base rate plus 7% per annum or (ii) the adjusted SOFR rate plus 8% per annum. The Debtors are required to pay certain other agreed fees to the DIP Creditors and the agents under the DIP Credit Agreement. The DIP Credit Agreement contains usual and customary affirmative and negative covenants and events of default for transactions of this type. In addition, the Debtors are required to maintain a minimum liquidity of $30.0 million. There can be no assurance that funding sources will continue to be available, as our ability to generate cash flows from operations and our ability to continue to access the DIP Facility may be impacted by a variety of business, economic, legislative, financial, and other factors, which may be outside of our control.

Our level of indebtedness may increase, thereby reducing our financial flexibility.

As of December 31, ~~2022~~2023, our total debt was $1.68 billion, which primarily consisted of $750.0 million aggregate principal amount outstanding under our 6.5% senior unsecured notes due 2026, $~~436~~672.05 million aggregate principal outstanding under our senior secured credit facility (consisting of $568.5 million in revolving loans and $104.0 million in term loans), and $350.0 million aggregate principal amount of municipal notes issued in July and November 2022 to fund the construction of our plant innear Epes, Alabama and our plant near Bond, Mississippi. InAll ~~addition,~~of inthis ~~January~~debt ~~2023,~~was westayed ~~entered~~upon ~~into~~filing aof ~~$105.0~~the ~~million~~Chapter ~~senior~~11 ~~secured~~Cases ~~term~~on ~~loan~~March ~~facility~~12, ~~which~~2024, ~~matures~~and intreatment ~~June~~of ~~2027~~each of these claims will be addressed as part of the Plan. In the future, we may incur additional indebtedness in order to make acquisitions, ~~or to~~ develop our properties, or for general corporate purposes. Our level of indebtedness could affect our operations in several ways, including the following:

•a significant portion of our cash flows could be used to service our indebtedness;

•the covenants contained in the agreements governing our outstanding indebtedness may limit our ability to borrow additional funds, dispose of assets, pay dividends, and make certain investments;

•our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;

•a high level of debt would increase our vulnerability to general adverse economic and industry conditions, including increasing interest rates and inflationary pressures;

•a high level of debt may place us at a competitive disadvantage compared to our competitors that may be less leveraged and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; and

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•a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, or general corporate or other purposes.

In addition, borrowings under our ~~senior secured~~ credit ~~facility bear, and potentially other debt instruments and credit~~ facilities we or our subsidiaries may enter into in the future ~~will~~may bear, interest at variable rates. If market interest rates ~~continue to~~ increase, such variable-rate debt will create higher debt service requirements. Additionally, higher market interest rates can also increase borrowing costs on fixed rate debt instruments to be issued in the future, or the refinancing of existing fixed-rate debt. As such higher interest ~~rate~~rates could adversely affect our cash flow and reduce funds available for organic growth or to return capital to investors.

In addition to our debt service obligations, our operations require substantial expenditures on a continuing basis. Our ability to make scheduled debt payments, to refinance our obligations with respect to our indebtedness, and to fund capital and non‑capital expenditures necessary to maintain the condition of our operating assets and properties, as well as to provide capacity for the growth of our business, depends on our financial and operating performance. General economic conditions and financial, business, and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt, and future working capital borrowings or debt or equity financing may not be available to pay or refinance such debt.

Our exposure to risks associated with foreign currency and interest rate fluctuations, as well as ~~the~~any hedging arrangements we may enter into to mitigate those risks, could have an adverse effect on our financial condition and results of operations.

We may experience foreign currency exchange and interest rate volatility in our business. We may use hedging transactions with respect to certain of our off-take contracts which are, in part or in whole, denominated in foreign currencies, and ~~are party to~~ interest rate swaps with respect to aany ~~portion of our~~ variable-rate debt, in an effort to achieve more predictable cash flow and to reduce our exposure to foreign currency exchange and interest rate fluctuations.

In addition, there may be instances in which costs and revenue will not be matched with respect to currency denomination. As a result, to the extent that existing and future off-take contracts are not denominated in U.S. Dollars, it is possible that increasing portions of our revenue, costs, assets, and liabilities will be subject to fluctuations in foreign currency valuations.

~~Our~~Such hedging transactions involve cost and risk and may not be effective at mitigating our exposure to fluctuations in foreign currency exchange and interest rates. Although the use of hedging transactions ~~limits~~may limit our downside risk, their use may also limit future revenues. Risks inherent in our hedging transactions include the risk that counterparties to hedging contracts may be unable to perform their obligations and the risk that the terms of such contracts will not be legally enforceable. Likewise, our hedging activities may be ineffective or may not fully offset the financial impact of foreign currency exchange or interest rates fluctuations, which could have an adverse impact on our results of operations, business and financial position.

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interest rates fluctuations, which could have an adverse impact on our results of operations, business and financial position, and our ability to pay dividends to our stockholders.

General Risk Factors

Our business may suffer if we lose, or are unable to attract and retain, key personnel, or if we are unable to successfully adapt to the new leadership team.

We depend to a large extent on the services of our senior management team and other key personnel. Members of our senior management and other key employees collectively have extensive expertise in designing, building, and operating wood pellet production plants or marine terminals, negotiating long‑term off-take contracts and managing businesses such as ours. Competition for management and key personnel is intense, and the pool of qualified candidates is limited. The loss of any of these individuals or the failure to attract additional personnel, as needed, could have a material adverse effect on our operations and could lead to higher labor costs or reliance on less qualified personnel. In addition, if any of our executives or other key employees were to join a competitor or form a competing company, we could lose customers, suppliers, know-how, and key personnel. Our success is dependent on our ability to continue to attract, employ, and retain highly skilled personnel.

InSince ~~November~~late 2022, ~~our~~we ~~co-founder,~~have ~~Chief~~experienced ~~Executive~~a ~~Officer~~number ~~and~~of ~~board~~significant ~~Chairman,~~leadership ~~John~~transitions K.including ~~Keppler~~key ~~stepped~~roles ~~down~~of ~~from~~Chief ~~his~~Executive ~~responsibilities~~Officer, ~~for~~President, ~~medical~~Chief ~~reasons.~~Financial InOfficer ~~connection~~and ~~with~~General MrCounsel. ~~Keppler’s~~In ~~departure~~addition, ~~and~~certain ~~consistent~~members ~~with~~of ~~the~~management ~~succession~~have ~~plan~~departed ~~developed~~or bychanged ~~the~~roles ~~Board,~~in ~~Thomas~~connection ~~Meth~~with ~~was~~the ~~appointed~~Chapter as11 ~~Chief~~Cases ~~Executive Officer~~ and ~~Ralph~~further ~~Alexander~~changes ~~assumed~~may ~~Mr.~~be ~~Keppler’s~~implemented ~~role~~in asconnection ~~Chairman~~with of the ~~Board~~Plan. ~~Although~~These ~~Mr.~~leadership ~~Meth~~transitions ~~and~~have ~~Mr.~~resulted, ~~Alexander~~and ~~have~~may ~~extensive~~result ~~experience~~in ~~with~~ the ~~Company~~future, ~~this leadership transition may result~~ in changes to our management style, operations, and strategies. Any significant leadership change or senior management transition involves inherent risk and could hinder our strategic planning, business execution and future performance. In particular, this or any future leadership transition may result in a loss of personnel with deep institutional or technical knowledge and changes in business strategy or objectives, and has the potential to disrupt our operations and relationships with employees and customers due to added costs, operational inefficiencies, changes in strategy, decreased employee morale and productivity, and increased turnover. Failure to successfully transition to the new leadership team could affect our ability to attract and retain skilled personnel and may have an adverse effect on our results of operations, business, and financial position.

~~The international nature of our business subjects us to a number of risks, including foreign exchange risk and unfavorable political, regulatory and tax conditions in foreign countries.~~28

~~Substantially~~Table ~~all~~ of our current product sales are to customers that operate outside of the United States. As a result, we face certain risks inherent in maintaining international operations that include foreign exchange movements, restrictions on foreign trade and investment, including currency exchange controls imposed by or in other countries and trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make our products less competitive in some countries.Contents

The international nature of our business subjects us to a number of risks, including foreign exchange risk and unfavorable political, regulatory, and tax conditions in foreign countries.

Substantially all of our current product sales are to customers that operate outside of the United States. As a result, we face certain risks inherent in maintaining international operations that include foreign exchange movements, restrictions on foreign trade and investment, including currency exchange controls imposed by or in other countries and trade barriers such as export requirements, tariffs, taxes, and other restrictions and expenses, which could increase the prices of our products and make our products less competitive in some countries.

Changes to applicable tax laws and regulations or exposure to additional tax liabilities could affect our business, cash flows, and future profitability.

We are subject to various complex and evolving U.S. federal, state, and local and non-U.S. taxes. U.S. federal, state, and local and non-U.S. tax laws, policies, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us, in each case, possibly with retroactive effect, and may have an adverse effect on our business, cash flows, and future profitability.

Labor strikes or work stoppages by our employees could harm our business.

As of December 31, ~~2022~~2023, none of our employees were represented by a labor union. However, unionization activities could occur among our employees. If employees strike, participate in a work stoppage or slowdown, or engage in other forms of labor strike, it could lead to disruptions in our business, increases in our operating costs, and constraints on our operating flexibility. Strikes, work stoppages, or an inability to negotiate collective bargaining agreements on commercially reasonable terms could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

Borrowings under our senior secured credit facility exposes us to interest rate risk.

Borrowings under our senior secured credit facility bear interest at a rate derived from the Secured Overnight Financing Rate (“SOFR”). SOFR is a relatively new reference rate and has a very limited history. The future performance of SOFR cannot be predicted based on its limited historical performance. Since the initial publication of SOFR in April 2018, changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates, such as United States dollar LIBOR.

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Additionally, any successor rate to SOFR under our senior secured credit facility may not have the same characteristics as SOFR or LIBOR. As a result, the amount of interest we may pay on our revolving credit facility is difficult to predict.

Our business is subject to cybersecurity risks.

As is typical of modern businesses, we are reliant on the continuous and uninterrupted operation of our information technology (“IT”) systems. User access and security of our sites and IT systems are critical elements of our operations, as are cloud security and protection against cybersecurity incidents. Any IT failure pertaining to availability, access, or system security could potentially result in disruption of our activities and personnel, and could adversely affect our reputation, operations, or financial performance. The energy industry has become increasingly dependent on digital technologies to conduct day-to-day operations, and the use of mobile communication devices has rapidly increased. Industrial control systems such as supervisory control and data acquisition (“SCADA”) systems now control large-scale processes that can include multiple sites across long distances. In addition, cybersecurity attacks are also becoming more sophisticated and include, but are not limited to, ransomware, credential stuffing, spear phishing, social engineering, use of deepfakes (e.g., highly realistic synthetic media generated by artificial intelligence) and other attempts to gain unauthorized access to data for purposes of extortion or other malfeasance. The Company’s technologies, systems, networks, including its SCADA system, and those of its business partners may become the target of cybersecurity attacks or security breaches.

We have experienced attempted cybersecurity attacks, but have not suffered any material adverse impacts to our business and operations as a result of such ~~unsuccessful~~ attempts. We have implemented security measures that are designed to detect and protect against cyberattacks. No security measure is infallible. Despite these measures and any additional measures, we may implement or adopt in the future, our facilities and systems, and those of our third-party service providers, have been and are vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, misdirected wire transfers, and other adverse events. Our efforts to improve security and protect data may also identify previously undiscovered instances of security breaches or bad actors with present access to our systems.

Potential risks to our IT systems could include unauthorized attempts to extract business-sensitive, proprietary, confidential, or personal information, unauthorized attempts to perpetrate denial of service attacks, extortion, corruption of information, or disruption of business processes. A cybersecurity incident resulting in a security breach or failure to identify a security threat could disrupt our business and could result in the loss of sensitive, confidential information or other assets, as well as litigation, including individual claims or class actions, regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, all of which could materially impact our reputation, operations, or financial performance.

Our business is subject to privacy and data protection legislation compliance risks.

~~The~~We ~~European~~are ~~Union~~subject ~~has~~to ~~enacted~~a ~~the~~variety ~~General~~of ~~Data~~federal, ~~Protection~~state ~~Regulation~~and ~~(EU~~local ~~2016/679)~~laws, ~~(the~~directives, ~~“EU GDPR”)~~rules, and ~~the~~policies ~~United~~relating ~~Kingdom~~to ~~has~~privacy ~~implemented the Data Protection Act 2018~~ and the EUcollection, ~~GDPR~~protection, asuse, itretention, ~~forms~~security, ~~part of the laws of England and Wales~~disclosure, ~~Scotland~~transfer, and ~~Northern~~other ~~Ireland~~processing ~~by virtue~~ of ~~section~~personal 3data ofand ~~the~~other ~~European~~data. ~~Union~~The ~~(Withdrawal)~~regulatory ~~Act~~framework ~~2018~~for ~~(the~~data ~~“UK~~privacy ~~GDPR”),~~and ~~each~~security ofworldwide ~~which~~is ~~(to~~continuously ~~the~~evolving ~~extent~~and ~~such~~developing ~~laws~~and, ~~apply)~~as ~~broadly~~a ~~impacts businesses that handle various types of personal data~~result, ~~including employee personal data.~~

The EU GDPR and UK GDPR impose stringent legal and operational obligations on businesses, as well as the potential for fines, sanctions, or other penalties, which could materially and adversely affect operations and business, as well as adversely impact the reputation of the Company.29

Additionally, as a result of recent case law and regulatory guidance in the EU, organizations with a nexus to the UK or the EU will likely need to dedicate compliance costs and resources to implement appropriate mechanisms and safeguards (e.g., standard contractual clauses, pseudonymization techniques, encryption, or impact assessments) to legitimize transfers of personal data from the EU and the UK to third countries that have not been deemed by the European Commission or the Secretary of State of the UK (as applicable) to provide adequate protection for personal data. This includes transfers to the United States.

As a result of the UK’s departure from the EU, the EU GDPR and the UK GDPR are now dual regimes and may diverge over time. Any such divergence may lead to an increase in compliance costs and may require the dedication of additional time and resources.

A terrorist attack or armed conflict could harm our business.

Terrorist activities and armed conflicts could adversely affect the U.S. and global economies and could prevent us from meeting financial and other obligations or prevent our customers from meeting their obligations to us. The war in Ukraine impacted our operations in the year ended December 31, 2022, resulting in $5.1 million of incremental costs during the first quarter of 2022, due to severe dislocations within our third-party shipping partners’ operations related to demurrage and to loading, transporting, and unloading our wood pellets and the immediate spike in energy prices that impacted the cost of our

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~~operations~~interpretation, ~~including~~and ~~incremental~~implementation ~~costs~~standards toand ~~support~~enforcement ~~continued~~practices ~~services~~are ~~from~~likely ~~our~~to ~~third-party~~remain ~~fiber~~uncertain ~~suppliers~~for ~~and~~the ~~trucking~~foreseeable ~~service providers~~future. WeThe ~~could~~European ~~experience~~Union, ~~loss~~e.g., ofhas ~~business,~~enacted ~~delays,~~the orGeneral ~~defaults~~Data inProtection ~~payments~~Regulation ~~from~~(EU ~~customers~~2016/679) or(the ~~disruptions~~“EU ofGDPR”). ~~fuel~~The ~~supplies~~United ~~and~~Kingdom ~~markets,~~has ~~including~~implemented ifthe ~~domestic~~Data ~~and~~Protection ~~global~~Act ~~generators~~2018 ~~are~~and ~~direct~~the ~~targets~~EU orGDPR ~~indirect~~as ~~casualties~~it forms part of anthe ~~act~~laws of ~~terror~~England orand ~~war.~~Wales, ~~Terrorist activities~~Scotland, ~~the~~and ~~threat~~Northern ofIreland ~~potential~~by ~~terrorist~~virtue ~~activities,~~of ~~global~~section ~~conflict,~~3 ~~and~~of ~~any~~the ~~resulting~~European ~~economic~~Union ~~downturn~~(Withdrawal) ~~could~~Act ~~adversely~~2018 ~~affect~~(the ~~our~~“UK ~~results~~GDPR”), each of ~~operations,~~which ~~impair~~(to ~~our~~the ~~ability~~extent tosuch ~~raise~~laws ~~capital,~~apply) orbroadly ~~otherwise~~impacts ~~adversely~~businesses ~~impact~~that ~~our~~handle ~~ability~~various totypes ~~realize~~of ~~certain~~personal ~~business~~data, ~~strategies~~including employee personal data.

If the price of our common stock fluctuates significantly, your investment could lose value.

Although our common stock is listed on the New York Stock Exchange, we cannot assure you that an active public market will continue for our common stock. If an active public market for our common stock does not continue, the trading price and liquidity of our common stock will be materially and adversely affected. If there is a thin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including: our quarterly or annual operating results; changes in our earnings estimates; investment recommendations by securities analysts following our business or our industry; additions or departures of key personnel; changes in the business, earnings estimates, or market perceptions of our competitors; our failure to achieve operating results consistent with securities analysts’ projections; changes in industry, general market, or economic conditions; and announcements of legislative or regulatory changes.

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company and these fluctuations could materially reduce our stock price.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock, or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrade our stock or if our operating results do not meet their expectations, our stock price could decline.

Our certificate of incorporation and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.

Our certificate of incorporation authorizes our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:

•advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; and

•limitations on the ability of our stockholders to call special meetings.

Delaware law prohibits us from engaging in any business combination with any “interested stockholder,” meaning generally that a stockholder who beneficially owns more than 15% of our stock cannot acquire us for a period of three years from the date this person became an interested stockholder, unless various conditions are met, such as approval of the transaction by our board of directors.

The corporate opportunity provisions in our certificate of incorporation could enable affiliates of ours to benefit from corporate opportunities that might otherwise be available to us.

Subject to the limitations of applicable law, our certificate of incorporation, among other things; permits us to enter into transactions with entities in which one or more of our officers or directors are financially or otherwise interested; permits any of our stockholders, officers or directors, to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and provides that if any director or officer of one of our affiliates who is also one of our officers or directors becomes aware of a potential business opportunity, transaction, or other matter (other than one expressly offered to that director or officer in writing solely in his or her capacity as our director or officer), that director or officer will have no duty to communicate or offer that opportunity to us, and will be permitted to communicate or offer that opportunity to such affiliates and that director or officer will not be deemed to have (i) acted in a manner inconsistent with his or her fiduciary or other duties to us regarding the opportunity or (ii) acted in bad faith or in a manner inconsistent with our best interests.

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property in which we may make investments; and provides that if any director or officer of one of our affiliates who is also one of our officers or directors becomes aware of a potential business opportunity, transaction, or other matter (other than one expressly offered to that director or officer in writing solely in his or her capacity as our director or officer), that director or officer will have no duty to communicate or offer that opportunity to us, and will be permitted to communicate or offer that opportunity to such affiliates and that director or officer will not be deemed to have (i) acted in a manner inconsistent with his or her fiduciary or other duties to us regarding the opportunity or (ii) acted in bad faith or in a manner inconsistent with our best interests.

These provisions create the possibility that a corporate opportunity that would otherwise be available to us may be used for the benefit of one of our affiliates.

~~Effects~~We ofidentified ~~COVID-19~~material ~~pandemic~~weaknesses ~~and~~in ~~other~~our ~~health~~internal ~~epidemics~~control ~~and~~over ~~outbreaks,~~financial ~~including~~reporting ~~economic,~~for ~~regulatory,~~the ~~legal,~~fiscal ~~workforce~~years ended December 31, 2023 and ~~cybersecurity~~2022. ~~risks~~If we are unable to develop and maintain an effective system of internal control over financial reporting, ~~could~~we ~~adversely~~may ~~impact~~not be able to accurately report our financial ~~condition~~results in a timely manner.

~~Our~~In ~~business~~connection ~~is subject to ongoing risks associated~~ with the ~~COVID-19~~preparation ~~pandemic~~of ~~and~~the ~~novel~~Company’s ~~variants.~~audited ~~Our~~financial ~~contractors~~statements ~~and~~for ~~supply~~the ~~chain~~years ~~partners~~ended ~~have~~December ~~experienced~~31, ~~labor-related~~2023 and ~~other~~2022, ~~challenges~~management ~~associated~~identified ~~with~~multiple ~~COVID-19~~material ~~that~~weaknesses ~~had~~in ~~a more pronounced than anticipated impact on~~ our ~~operations~~internal ~~and~~control ~~project~~over ~~execution~~financial ~~schedule.~~reporting Inwhereby ~~addition,~~ the ~~prevalence~~Company ofdid ~~certain~~not ~~variants~~design ~~of COVID-19~~ and ~~increased~~execute ~~rates~~controls ofin ~~infection~~accordance ~~across~~with ~~areas~~U.S. ingenerally ~~which~~accepted weaccounting ~~operate~~principles. ~~affected~~These ~~the~~material ~~availability~~weaknesses ofand ~~healthy~~the ~~workers~~Company’s ~~from~~plans ~~time~~ to ~~time~~remediate atthose ~~our~~material ~~facilities~~weaknesses ~~and~~are wedescribed ~~experienced increased rates of absence~~ in ~~our~~Item ~~hourly~~9A. ~~workforce~~A asmaterial ~~workers~~weakness ~~who~~is ~~contracted~~a ~~COVID-19~~deficiency, ~~quarantined~~or ata ~~home.~~combination ~~These~~of ~~absences contributed to reduced facility availability and~~deficiencies, in ~~some~~internal ~~cases,~~control ~~reduced~~over ~~aggregate~~financial ~~production~~reporting ~~levels.~~such Atthat ~~this~~there ~~time,~~is wea ~~cannot~~reasonable ~~predict~~possibility ~~the~~that ~~extent~~a ormaterial ~~duration~~misstatement of ~~the~~our ~~COVID-19~~annual ~~pandemic~~ or ~~its~~interim ~~effects~~financial onstatements ~~the~~will ~~economy,~~not ~~including~~be ~~the~~prevented, ~~impact~~or ondetected ~~demand for our services~~ and ~~workforce,~~corrected ~~nor~~on ~~can~~a wetimely ~~estimate~~basis. ~~the~~Effective ~~ongoing~~internal ~~potential~~controls ~~adverse~~are ~~impact~~necessary ~~from~~for ~~COVID-19~~us onto ~~our~~provide reliable financial ~~condition,~~reports ~~results of operations, cash flows,~~ and ~~liquidity~~prevent fraud.

We can give no assurance that the measures we have ~~identified~~taken aand plan to take in the future will remediate the material weakness inidentified ~~our~~or ~~internal~~that ~~control~~any ~~over~~additional ~~financial~~material ~~reporting~~weaknesses asor restatements of ~~December~~financial ~~31,~~results ~~2022.~~will Ifnot wearise ~~are~~in ~~unable~~the future due to ~~develop~~a ~~and~~failure ~~maintain~~to animplement ~~effective~~and ~~system~~maintain ofadequate internal control over financial reporting, or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be ~~able~~adequate to ~~accurately~~prevent ~~report~~or ~~our~~identify ~~financial~~irregularities ~~results~~or inerrors aor ~~timely~~to ~~manner~~facilitate the fair presentation of our financial statements.

In the fourth quarter of 2022, management identified a material weakness in our internal control over financial reporting whereby the Company did not design and execute controls to assess the recoverability of recognized customer assets in accordance with U.S. generally accepted accounting principles .30

The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our shares. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Description of Processes for Assessing, Identifying, and Managing Cybersecurity Risks

We may collect and store certain sensitive Company information, including proprietary and confidential business information, trade secrets, intellectual property, sensitive third-party information, and employee information. Our ability to manage our business functions efficiently and effectively depends significantly on the availability and security of this information. We seek to assess, identify, and manage cybersecurity risks through the processes described below:

Risk Assessment

A multi-layered approach and methodology designed to protect and monitor data and manage cybersecurity risk has been implemented. Regular assessments of our cybersecurity safeguards are conducted by independent cybersecurity vendors who specialize in application and network penetration testing, threat emulation, social engineering, and best practice gap assessments. Our IT Risk and Cyber Security department conducts regular audits and assessments to identify, evaluate, and manage cybersecurity risks. As a result of these assessments and audits, we endeavor to update IT infrastructure, technical controls, procedures, policies, and education programs to improve resilience to cybersecurity threats.

Additionally, we assess third-party cybersecurity controls through a cybersecurity questionnaire and include security and privacy addenda to our contracts where applicable.

Incident Identification and Response

A cyber incident detection system has been implemented to help promptly identify cybersecurity incidents. In the event of any cybersecurity incident, we have a cross-functional incident response plan that is designed to provide for escalating actions to identify the cause, contain the incident, mitigate the impact, and efficiently restore normal operations. The incident response plan is reviewed annually, and a tabletop exercise testing the incident response plan is periodically conducted.

Cybersecurity Training and Awareness

We require all employees with access to our systems to complete an annual information and cyber security training and conduct simulated phishing campaigns to measure the effectiveness of the training program.

Access Controls

Users are provided with access consistent with the principle of least privilege, which requires that users be given no more access than necessary to complete their job functions. A multi-factor authentication requirement has been implemented for employees and third parties accessing sensitive company information.

Encryption and Data Protection

Encryption methods are used to protect sensitive data in transit and at rest. This includes the encryption of customer data, financial information, and other confidential data.

We engage third-party vendors, such as independent service auditors, consultants, regulatory auditors, law firms, forensic specialists, and other third-party service providers in connection with the above processes. We recognize that third-party service providers introduce cybersecurity risks. Additionally, we endeavor to include cybersecurity requirements in our contracts with service and solution providers and to require them to adhere to security standards and protocols. Further, we request that third-party service providers with access to personally identifiable information enter into data processing services agreements and adhere to our policies and standards.

The above cybersecurity risk management processes are integrated into the Company’s overall enterprise risk management processes. Cybersecurity risks are understood to be significant business risks, and as such, are considered an important component of our enterprise-wide risk management processes.

Impact of Risks from Cybersecurity Threats

We have experienced attempted cybersecurity attacks, but have not suffered any material adverse impacts to our business and operations as a result of such unsuccessful attempts. However, we acknowledge that cybersecurity attacks are continually evolving, and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity

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processes, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our IT systems could have significant consequences to the business. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. No security measure is infallible. See Item 1A – “Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems.

Board of Directors’ Oversight and Management’s Role

Our Vice President, Information Technology oversees the Company’s cybersecurity initiatives. The head of the IT Risk & Cyber Security delivers quarterly updates to senior leaders, discussing the effectiveness of our cybersecurity strategy and to communicate our program, health, performance, metrics, and roadmap. In addition, our Vice President, Information Technology is responsible for upward reporting of emerging cybersecurity incidents.

Recognizing the importance of cybersecurity to the success and resilience of our business, the Board considers cybersecurity to be a vital aspect of corporate governance. To facilitate effective oversight, our Cyber Security team holds discussions on cybersecurity risks, incident trends, and the effectiveness of cybersecurity measures as necessitated by emerging material cyber risks.

Our Cyber Security team is made up of highly experienced professionals with an extensive background in information security and risk management, including disciplines such as security architecture, system security, identity and access management, communication and network security, security operations and software development security. This background includes experience across a variety of industries and various relevant degrees and certifications. The Cyber Security team is supported by managed service providers who bring diverse expertise in areas such as network security, data protection, and threat intelligence.

ITEM 2. PROPERTIES

Information regarding our properties is contained in Part I, Item 1. “Business” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

ITEM 3. LEGAL PROCEEDINGS

On November 3, 2022, a putative securities class action lawsuit was filed in federal district court in the District of Maryland against Enviva, John Keppler, and Shai Even. On April 3, 2023, the lead plaintiff filed its amended complaint adding Jason E. Paral, Michael A. Johnson, Jennifer Jenkins, Don Calloway, and a number of underwriters of the Company’s stock offering made pursuant to the Company’s registration statement and prospectus dated January 19, 2022 as named defendants. The lawsuit ~~asserts~~asserted claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder as well as Sections 11 and 15 of the Securities Act based on allegations that the Company made materially false and misleading statements regarding the Company’s business, operations, and compliance policies, particularly relating to its ESG practices. Specifically, the lawsuit ~~alleges~~alleged that the Company’s statements were misleading as to the environmental sustainability of the Company’s wood pellet production and procurement and the impact such statements would have on the Company’s financials and growth potential. The lawsuit ~~seeks~~sought unspecified damages, equitable relief, interest and costs, and attorneys’ fees. ~~Lead~~The ~~plaintiff~~parties ~~and~~completed ~~lead~~briefing ~~counsel were appointed~~ on ~~January~~the ~~31,~~Company’s ~~2023,~~motion ~~and~~to ~~their~~dismiss the amended complaint ~~is due to be filed~~ on orAugust ~~before April 3~~1, 2023. ~~Enviva~~and ~~has~~the ~~insurance~~court ~~coverage~~granted ~~that,~~the weCompany’s ~~believe,~~motion ~~will cover some or all of its liabilities related~~ to ~~the~~dismiss ~~defense~~on ofJuly ~~this~~3, ~~matter~~2024. ~~However,~~The ~~litigation~~plaintiffs isvoluntarily ~~inherently~~dismissed ~~uncertain and we cannot be certain that our coverage will be adequate for liabilities actually incurred. Enviva believes~~ the ~~case~~lawsuit iswith ~~without~~prejudice ~~merit~~on ~~and~~July ~~intends~~25, ~~to vigorously defend the matter~~2024.

~~Although~~On weSeptember ~~may~~12, ~~from~~2023, ~~time~~a toputative ~~time,~~securities beclass ~~involved~~action lawsuit was filed in ~~litigation~~federal ~~and~~district ~~claims~~court ~~arising~~in ~~out~~the District of ~~our~~Maryland, ~~operations~~Southern inDivision, ~~the~~against ~~normal~~Enviva, ~~course~~John ofKeppler, ~~business~~Thomas Meth, weShai doEven, ~~not~~and ~~believe~~Michael ~~that~~Johnson. weThe ~~are~~lawsuit asserts claims under Sections 10(b) and 20(a) ~~party~~of tothe ~~any~~Exchange ~~other~~Act ~~litigation~~and Rule 10b-5 thereunder based on allegations that ~~will~~the ~~have~~Company amade ~~material~~materially ~~adverse~~false ~~impact~~and onmisleading ~~our~~statements regarding its expected financial ~~condition~~performance orfor ~~results~~fiscal year 2023, including its expected EBITDA and dividend payments. The lawsuit seeks unspecified damages with interest as well as recovery of ~~operations~~Plaintiff’s costs and attorneys’ fees. Enviva was voluntarily dismissed from the litigation on March 15, 2024.

Beginning on December 5, 2023, two purported stockholders filed derivative actions in federal district court in the District of Maryland against John Keppler, Thomas Meth, Shai Even, Michael Johnson, Ralph Alexander, John C. Bumgarner, Jr., Janet S. Wong, Eva T. Zlotnicka, Martin N. Davidson, Jim H. Derryberry, Gerrity Lansing, Pierre F. Lapeyre, Jr., David M. Leuschen, Jeffrey W. Ubben, Gary L. Whitlock, and Enviva, as nominal defendant. The derivative actions purport to bring claims on behalf of Enviva against the individual defendants. The derivative actions seek to recover purported damages for Enviva related to the individual defendants’ purported compensation, Enviva’s purported expenditures related to the securities class actions, and other amounts. The court consolidated the two actions on February 8, 2024. On April 15, 2024, the court stayed the litigation pending resolution of the Chapter 11 Cases. Enviva has insurance coverage that, we believe, will cover

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some or all of its liabilities related to the defense of this matter. However, litigation is inherently uncertain and we cannot be certain that our coverage will be adequate for liabilities actually incurred.

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we do not believe that we are a party to any other litigation that may have a material adverse impact on our financial condition or results of operations.

On the Petition Date, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. For information on the Chapter 11 Cases, see Item 1. “Business” – “Chapter 11 Cases” – “Restructuring Support Agreements,” and Note 1, Description of Business and Basis of Presentation – “Bankruptcy Filing” and “Going Concern” and Note 2, Subsequent Event—Bankruptcy Filing in the Notes to our Consolidated Financial Statements. As a result of the Bankruptcy Petitions, substantially all proceedings pending against the Debtors have been stayed. These matters will be subject to resolution in accordance with the Bankruptcy Code and applicable orders of the Bankruptcy Court.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the ~~New~~NYSE ~~York Stock Exchange~~ under the symbol “EVA.” On January 23, 2024, we were notified by the NYSE that the average closing price of shares of our common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual (the “NYSE Manual”). On April 2, 2024 we received a second written notice from the NYSE that due to the delay in filing this Annual Report on Form 10-K for the year ended December 31, 2023 with the SEC, we were no longer in compliance with Section 802.01E of the NYSE Manual. If we fail to regain compliance with Section 802.01C and Section 802.01E of the NYSE Manual during a 6-month cure period, the NYSE may commence suspension and delisting procedures. Our common stock will continue to be listed on the NYSE during this six month period, subject to compliance with other continued listing requirements.

In addition, if our total market capitalization falls below an average of $50 million for 30 consecutive trading days and we are unable to regain compliance during an 18-month cure period, the NYSE may commence suspension and delisting procedures pursuant to Section 802.01B of the NYSE Manual. As of August 30, 2024, our 30 day average market capitalization was $36.0 million. Lastly, if (i) the price per share of our common stock falls to an “abnormally low price,” (ii) our market capitalization falls below an average of $15 million for 30 consecutive trading days, or (iii) we choose to file bankruptcy petitions or liquidate the Company, the NYSE may immediately commence suspension and delisting procedures pursuant to Section 802.01D, 802.01B, and 802.01D, respectively.

Holders of Record

As of ~~February~~September 2423, ~~2023~~2024, there were 6774.69 million shares of common stock outstanding held by 3943 stockholders of record. Because many shares of our common stock are held by brokers and other institutions on behalf of our stockholders, we are unable to estimate the total number of stockholders represented by these stockholders of record.

Dividend Policy

WeDuring ~~intend~~the tothree ~~continue~~months toended ~~pay~~March ~~quarterly~~31, ~~dividends~~2023, ~~from~~we ~~positive~~declared ~~cash~~dividends ~~flow~~of ~~from~~$0.905 ~~operations~~per tocommon ~~our~~share ~~stockholders~~totaling $60.9 ~~However,~~million. The Board evaluated the Company’s business strategy and opportunities and determined on May 2, 2023 to not pay dividends at that time. The decision to pay future dividends is solely within the discretion of, and subject to approval by, our board of directors. Our board of directors’ determination with respect to any such dividends, including the record date, the payment date and the actual amount of the dividend, will depend upon our results of operations, financial condition, liquidity, capital requirements, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant at the time of such determination.

Effects of the Chapter 11 Cases on Common Stock

The Proposed Plan contemplates that the holders of equity interests, including the holders of our common stock, may be entitled to recovery at significantly less than the previous trading value of such existing equity interests. Such potential recovery is subject to approval by the Bankruptcy Court and there can be no assurance that holders of our common stock will receive any recovery. As set forth herein, and subject to certain conditions outside of the Company’s control, including classes of certain unsecured claims voting to accept the Proposed Plan, the Proposed Plan contemplates distribution to each holder of an Existing Equity Interest (as defined in the Proposed Plan) of its pro rata share of either (i) cash in an amount equal to $1 million or (ii) the Reorganized Enviva Inc. Interests Existing Equity Interests Equity Pool and the New Warrants (each, as defined in the Proposed Plan), and with respect to (ii), solely to the extent a holder of an Existing Equity Interest affirmatively elects to receive such treatment in lieu of cash on a timely and properly submitted ballot and the value of the Reorganized Enviva Inc. Interests Existing Equity Interests Equity Pool and the New Warrants is greater than 0%, following dilution by the transactions contemplated by the Proposed Plan. At the valuation contemplated in the Proposed Plan, the value specified in (ii) above would not be greater than 0%, and the holders of the Existing Equity Interests would receive only their pro rata share of $1 million. We expect that potential revisions to the Plan will result in equity receiving no recovery.

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Performance Graph

The graph below compares our cumulative total stockholder return since December 31, ~~2017~~2018 with the S&P 500 Index and Dow Jones Industrial Average Index. The graph assumes that the value of the investment in our common stock and each index (including reinvestment of dividends) was $100 on December 31, ~~2017~~2018.

Securities Authorized for Issuance under Equity Compensation Plans

The information relating to our equity compensation plans required by Item 5 is incorporated by reference to such information as set forth in Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

27Unregistered Sales of Securities

~~Table~~We did not have any sales of ~~Contents~~unregistered equity securities during the fiscal year ended December 31, 2023 that we have not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

~~Unregistered~~Repurchase ~~Sales~~ of Securities.

WeOn ~~did~~May ~~not~~2, ~~have~~2023, ~~any~~our ~~sales~~Board ofadopted ~~unregistered~~a ~~equity~~program ~~securities~~for ~~during~~ the ~~fiscal~~repurchase ~~year~~of ~~ended~~up ~~December 31,~~to ~~2022~~$100.0 ~~that~~million weof ~~have~~our ~~not~~common ~~previously~~stock. ~~reported~~We ondid anot ~~Quarterly~~make ~~Report~~any onrepurchases ~~Form~~under ~~10-Q~~the orprogram aduring ~~Current~~the ~~Report~~year onended ~~Form~~December ~~8-K~~31, 2023.

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ITEM 6. RESERVED

Not applicable.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~On December 31, 2021,~~ Enviva ~~Partners,~~Inc. LPis ~~(the “Partnership”) converted from~~ a Delaware ~~limited partnership to a Delaware~~ corporation ~~(the~~and ~~“Conversion”)~~references ~~named “Enviva Inc.” References~~ to “Enviva,” the “Company,” “we,” “us,” or “our” refer to ~~(i)~~ Enviva Inc. and its subsidiaries ~~for the periods following the Conversion and (ii) Enviva Partners, LP and its subsidiaries for periods prior to the Conversion, except where the context otherwise requires~~. References to “our former sponsor” refer to Enviva Holdings, LP, and, where applicable, its wholly owned subsidiaries Enviva MLP Holdco, LLC and Enviva Development Holdings, LLC. References to “our former General Partner” refer to Enviva Partners GP, LLC, a wholly owned subsidiary of Enviva Holdings, LP. Please read ~~Item 7, “Basis of Presentation,” “Corporate Conversion” for information regarding the Conversion. Please read~~ Cautionary Statement Regarding Forward‑Looking Statements beginning on page 1 and Item 1A. “Risk Factors” for information regarding certain risks inherent in our business.

Business Overview

We ~~are a growth-oriented company originally formed as a Delaware limited partnership in 2013 that converted to a Delaware corporation named “Enviva Inc.” We~~ develop, construct, acquire, and own and operate, ~~fully~~ contracted wood pellet production plants where we aggregate a natural resource, wood fiber, and process it into dry, densified, uniform pellets that can be effectively stored and transported around the world. We primarily sell our wood pellets through long-term, take-or-pay off-take contracts with ~~creditworthy~~ customers in Japan, the United Kingdom, and the European Union ~~(the “EU”)~~, ~~and Japan,~~ who use our wood pellets to ~~displace coal and other fossil fuels to~~ generate power and heat ~~as part of their efforts to accelerate the energy transition away from conventional energy sources~~. Our wood pellets meet the criteria put forth by the European Union’s Renewable Energy Directive (“RED IIIII”), which includes biomass in its definition of renewable energy. The wood pellets we produce are viewed by our customers as a critical component of their efforts to reduce life-cycle greenhouse gas emissions in their core energy generation or industrial manufacturing processes and mitigate the impact of climate change. We believe that our wood pellets also have potential applicability to hard-to-abate sectors like steel, cement, lime, chemicals, and aviation fuels, where their use could reduce greenhouse gas emissions on a lifecycle basis.

We own and operate ten plants (collectively, “our plants”) ~~with~~strategically alocated ~~combined production capacity of approximately 6.2 million MT of wood pellets per year (“MTPY”)~~ in Virginia, North Carolina, South Carolina, Georgia, Florida, and Mississippi~~, the production of which is fully contracted, with a few of our contracts extending well into the 2040s~~. We export our wood pellets to global markets through our deep-water marine terminal at the Port of Chesapeake, Virginia, terminal assets at the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party, deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. In 2022, we commenced construction of ~~our~~a ~~fully contracted~~ wood pellet production plant innear Epes, Alabama (the “Epes plant”), which is designed and permitted to produce more than one million ~~MTPY~~metric oftons ~~wood pellets. In addition, in 2022, we commenced the development, subject to receiving the necessary permits, of a wood pellet production plant in Bond, Mississippi~~ (~~the~~ “~~Bond plant~~MT”) ~~which~~per isyear ~~designed to produce more than one million MTPY~~ of wood pellets. ~~All~~Our ~~of our~~ facilities are located in geographic regions with low input costs and favorable transportation logistics. ~~Owning these cost-advantaged assets in a rapidly expanding industry provides us with a platform to generate stable cash flows.~~ Our ~~plants are sited in robust fiber baskets providing stable pricing for the low-grade fiber used to produce wood pellets. Our~~ raw materials are byproducts of the sawmilling process or traditional timber harvesting, principally low-value wood materials, such as trees generally not suited for sawmilling or other manufactured forest products, and ~~tree~~treetops ~~tops~~ and limbs, understory, brush, and slash that are generated in a harvest.

~~Our~~Recent primary sales strategy is to fully contract the wood pellet production from our plants under long-term, take-or-pay off-take contracts with a diversified and creditworthy customer base. Our long-term off-take contracts typically provide for fixed-price deliveries that often include provisions that escalate the price over time and provide for other margin protection. For 2022, our production capacity from our wood pellet production plants was contracted under our existing long-term, take-or-pay off-take contracts. In addition to generating durable cash flow from long-term, take-or-pay off-take contracts, we monitor sustained dislocations in the marketplace, and opportunistically transact when pricing dynamics and contract flexibility provide avenues to generate incremental gross margin. These commercial activities are aligned with the terms of many of our off-take contracts, which generally provide us with the opportunity to flex a certain percentage of contracted shipments up or down. That flexibility, enabled by our multi-plant profile and scale, can create opportunities to optimize our gross margin when we sell under short-term contracts in times when spot market prices are elevated or, conversely, to purchase third-party volumes during times when spot market prices are depressed. However, these commercial activities are subject to market dynamics that can vary drastically; as a result, the financial impact of these activities may vary significantly from period to period.Developments

~~Our~~Chapter ~~largest~~11 customers use our wood pellets as a substitute fuel for coal in dedicated biomass or co-fired coal power plants. Wood pellets serve as a suitable “drop-in” alternative to coal because of their comparable heat content, density, and form. Due Cases

30On March 12, 2024 (the “Petition Date”), the Company and certain subsidiaries of the Company (collectively, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (“Bankruptcy Court”). On March 14, 2024, the Bankruptcy Court granted motions filed by the Company seeking joint administration of the Chapter 11 Cases under the caption In re: Enviva Inc., et al., Case No. 24-10453 (the “Chapter 11 Cases”). The Company is continuing to operate in the ordinary course throughout the Chapter 11 Cases as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

The filing of the Bankruptcy Petitions described above constitutes an event of default and acceleration under each of the following debt instruments (the “Debt Instruments”):

•Indenture, dated as of December 9, 2019, by and among the Company (as successor to Enviva Partners, LP), Enviva Partners Finance Corp., each of the guarantors party thereto, and Wilmington Savings Fund Society, FSB (as successor to Wilmington Trust, N.A.), as trustee.

•Amended and Restated Credit Agreement, dated as of October 18, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), by and among the Company, Enviva, LP, each of the guarantors party thereto, the lenders party thereto, and Ankura Trust Company, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto;

•Indenture of Trust (as amended, restated, modified, supplemented, or replaced from time to time), dated as of July 1, 2022, by and between The Industrial Development Authority of Sumter County and Wilmington Trust, N.A., as trustee;

•Loan and Guaranty Agreement, dated effective as of July 15, 2022, by and among The Industrial Development Authority of Sumter County, the Company, and certain of its subsidiaries;

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to•Loan ~~the~~and ~~uninterruptible~~Guaranty ~~nature of our customers’ fuel consumption~~Agreement, ~~our~~dated ~~customers~~effective ~~require~~as ~~a reliable supply~~ of ~~wood~~November ~~pellets~~22, ~~that~~2022, ~~meet~~by ~~stringent product specifications. We have built our operations~~ and ~~assets~~among toMississippi ~~deliver~~Business ~~and~~Finance certify the highest levels of product quality and our track record of reliable deliveries enables us to charge premium prices for this certainty. In addition to our customers’ focus on the reliability of supplyCorporation, ~~they are concerned about~~ the ~~combustion efficiency of the wood pellets and their safe handling. Because combustion efficiency is a function of energy density~~Company, ~~particle size distribution, ash/inert content,~~ and ~~moisture,~~certain ~~our customers require that we supply wood pellets meeting minimum criteria for a variety~~ of ~~specifications~~its ~~and, in some cases, provide incentives for exceeding our contract specifications.~~subsidiaries;

~~Basis~~•Loan Agreement, dated as of ~~Presentation~~June 27, 2022, by and among Enviva Pellets Epes, LLC, the lenders party thereto, and the Company; and

~~Corporate~~•Loan ~~Conversion~~Agreement, dated as of June 27, 2022, by and between Enviva Pellets Epes Finance Company, LLC and United Bank.

WeThe ~~converted~~Debt ~~from~~Instruments aprovide ~~Delaware~~that ~~limited~~as ~~partnership to~~ a ~~Delaware~~result ~~corporation~~of ~~effective~~the ~~December~~Bankruptcy 31Petitions, ~~2021;~~the ~~consequently,~~principal ~~results~~and ~~for~~interest ~~periods~~due ~~through~~thereunder ~~December~~shall ~~31,~~be ~~2021~~immediately ~~reflect~~due ~~Enviva~~and aspayable. ~~a limited partnership~~However, ~~not~~any aefforts ~~corporation.~~to ~~The~~enforce ~~primary~~such ~~financial~~payment ~~impacts~~obligations ofunder the ~~Conversion~~Debt toInstruments ~~the~~has ~~consolidated~~been ~~financial~~automatically ~~statements~~stayed ~~were~~as ~~(i)~~a ~~reclassification~~result of ~~partnership~~the ~~capital~~Bankruptcy ~~accounts~~Petitions, toand ~~equity~~the ~~accounts~~creditors’ ~~reflective~~rights of aenforcement ~~corporation~~in ~~and~~respect ~~(ii) income tax effects. On the date~~ of the ~~Conversion,~~Debt ~~each~~Instruments ~~common~~is ~~unit~~subject ~~representing~~to athe ~~limited~~applicable ~~partner~~provisions ~~interest~~of in the ~~Partnership~~Bankruptcy ~~issued~~Code and ~~outstanding~~orders ~~immediately prior to the Conversion was exchanged for one share~~ of ~~common stock of~~ the ~~Company,~~Bankruptcy ~~par value $0~~Court.~~001 per share.~~

Restructuring Support Agreements

Under the terms of the RSA, the Restructuring Support Parties have agreed to support a restructuring of the Company RSA Parties under a Chapter 11 plan of reorganization (the “Plan”) to be proposed in accordance with the terms set forth in the RSA. The Restructuring Support Parties and the Company RSA Parties have entered into certain amendments to the RSA, including to extend certain milestones and deadlines thereunder.

The Company RSA Parties also entered into a Restructuring Support Agreement (including any schedules and exhibits attached thereto, the “Bond MS RSA”) with certain Bond Bondholders comprising a majority of Bond Green Bonds outstanding and the Bond Green Bonds Trustee (as defined in the Bond MS RSA). Under the Bond MS RSA, the Company agreed, among other obligations described in the term sheet attached as Exhibit A thereto (the “Bond MS Term Sheet”), to promptly seek court approval of a settlement with the Bond Bondholders party thereto and the Bond Green Bonds Trustee, whereby the Company RSA Parties will consent to the partial redemption of the Bond Green Bonds via the release of certain funds currently held by the Bond Green Bonds Trustee (the “Construction Funds”). In exchange, the Bond Green Bondholders and the Bond Green Bonds Trustee both agree, among other obligations described in the Bond MS Term Sheet, and subject to any rights granted by the Bond MS RSA, to support the Plan. On May 8, 2024, the Bankruptcy Court entered an order approving the settlement in the Bond MS Term Sheet (the “Bond MS Settlement Order”). Pursuant to the Bond MS Settlement Order, the Bond Green Bonds Trustee transferred the Construction Funds to the Settlement Fund (as defined in the Bond MS RSA) for further distribution by the Bond Green Bonds Trustee to the Bond Bondholders.

DIP Facility

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“DIP Financing”) in an amount not to exceed $500.0 million. On March 14, 2024, the Bankruptcy Court granted interim approval of the motion to approve the DIP Financing (the “Interim DIP Order”) and borrowing of up to $150.0 million of the loans and notes thereunder. Following the issuance of the Interim DIP Order, the Company offered certain eligible holders of the Company’s common stock (the “Common Stock”) the opportunity to subscribe to participate in the syndication of up to $100.0 million aggregate principal amount of DIP Financing (the “Syndication”) pursuant to certain procedures (the “Syndication Procedures”). On May 3, 2024, the Bankruptcy Court entered a final order approving the full amount of the DIP Financing and the Syndication (the “Final DIP Order”). As authorized by the Final DIP Order, participants in the Syndication became Lenders under the DIP Credit Agreement as of May 6, 2024. An appeal from the Final DIP Order seeking to strike the Syndication was filed by the Official Committee of Unsecured Creditors and remains pending in the U.S. District Court for the Eastern District of Virginia.

The proceeds of the loans and notes under the DIP Credit Agreement are designated to pay the Debtors’ operating expenses, help fund the completion of the Epes plant, and pay other fees, expenses, and other expenditures of the Debtors to be set forth in rolling budgets prepared in connection with the Chapter 11 Cases, which are subject to approval by the DIP Creditors. The Lenders and the Company together have entered into several technical amendments to the DIP Credit Agreement, either to clarify defined terms or extend deadlines related to reporting by the Company. The Lenders and the Company together have entered into several technical amendments to the DIP Credit Agreement, either to clarify defined terms or extend deadlines related to reporting by the Company.

Stock Procedures

On March 13, 2024, the Debtors filed a motion (“NOL Motion”) seeking entry of an interim and final order establishing certain procedures and restrictions with respect to the direct or indirect purchase, disposition, or other transfer of the Common Stock (and declarations of worthlessness with respect to such Common Stock) (such procedures, “Stock Procedures”), and seeking related relief, in order to preserve and protect the potential value of the Debtors’ net operating losses (“NOLs”) and certain other tax attributes of the Debtors (together with the NOLs, “Tax Attributes”). On March 14, 2024, the Bankruptcy Court entered an order granting the NOL Motion and approving the Stock Procedures on an interim basis. On April 12, 2024, the Bankruptcy Court entered an order granting the NOL Motion and approving the Stock Procedures on a final basis.

Chapter 11 Plan and Equity Rights Offering

On August 30, 2024, the Debtors filed a proposed Joint Chapter 11 Plan of Reorganization of Enviva Inc. and its Debtor Affiliates (the “Proposed Plan”) and a related proposed form of Disclosure Statement (the “Proposed Disclosure Statement”) with the Bankruptcy Court. Capitalized terms used but not otherwise defined in this section shall the meanings set forth in the Proposed Plan. The Proposed Plan and the related Proposed Disclosure Statement describe, among other things, the Proposed Plan; the restructuring of the Debtors set forth therein; the events leading to the Chapter 11 Cases; and certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Proposed Plan from certain of the Debtors’ creditors and existing equity holders, as well as the risks related to, among other things, the Chapter 11 Cases. The Proposed Plan provides for, among other things:

•The DIP Tranche A Equity Participation, subject to certain conditions in the DIP Credit Agreement;

•Repayment of our senior secured credit facility in cash;

•Distribution of Reorganized Enviva Inc. Interests and rights to participate in the Equity Rights Offering to holders of certain unsecured claims;

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•Distribution of cash in an aggregate amount equal to either $18 million or $13 million, depending on whether certain conditions are met, to holders of certain unsecured claims;

•Subject to certain conditions outside of the Company’s control, including classes of certain unsecured claims voting to accept the Proposed Plan, distribution to each holder of an Existing Equity Interest of its pro rata share of either (i) cash in an amount equal to $1 million or (ii) the Reorganized Enviva Inc. Interests Existing Equity Interests Equity Pool and the New Warrants, and with respect to (ii), solely to the extent a holder of an Existing Equity Interest affirmatively elects to receive such treatment in lieu of cash on a timely and properly submitted ballot and the value of the Reorganized Enviva Inc. Interests Existing Equity Interests Equity Pool and the New Warrants is greater than 0% following dilution by the transactions contemplated by the Proposed Plan; and

•An overbid process, consistent with the terms of the Final DIP Order and certain overbid procedures, to solicit bids for a value-maximizing alternative transaction.

Backstop Agreement

Exit Facilities Commitment Letter

Basis of Presentation and Factors Impacting Comparability of Our Financial Results

Simplification Transaction

On December 31, 2021, Enviva Partners, LP (the “Partnership”) converted from a Delaware limited partnership to a Delaware corporation (the “Conversion”) named “Enviva Inc.” Prior to the Conversion, on October 14, 2021, the Partnership acquired our former sponsor and Enviva Partners GP, LLC (our former ~~General~~general ~~Partner~~partner), and the incentive distribution rights held by our former sponsor were cancelled and eliminated (collectively, the “Simplification Transaction”) in exchange for 16.0 million common units of the Partnership, which were distributed to the owners of our former sponsor. In connection with the Simplification Transaction, wethe Partnership acquired certain assets under development, as well as off-take contracts in varying stages of negotiation. Additionally, ~~our~~the Partnership’s existing management services fee waivers and other support agreements with our former sponsor were consolidated, fixed, and novated to certain owners of our former sponsor. Under the consolidated support agreement, we are entitled to receive quarterly payments (the “Support Payments”) in an aggregate amount of $55.5 million with respect to periods from the fourth quarter of 2021 through the first quarter of 2024. The owners of our former sponsor agreed to reinvest in our common stock all dividends from 9.0 million of the 16.0 million common units issued in connection with the Simplification Transaction during the period beginning with the distribution for the third quarter of 2021 through the fourth quarter of 2024. Support Payments were suspended in 2023 as a result of the Company suspending the payment of dividends.

Enviva Wilmington Holdings, LLC

WeOur ~~own~~wholly owned subsidiary Enviva, LP owns all of the Class B units of Enviva Wilmington Holdings, LLC (the “Hamlet JV”). The Hamlet JV owns a wood pellet production plant in Hamlet, North Carolina (the “Hamlet plant”). WeEnviva, ~~are~~LP is the managing member of the Hamlet JV, which is a consolidated subsidiary partially owned by a third party. The Hamlet JV is not a Debtor in the Chapter 11 cases. For more information regarding ~~our~~Enviva, LP’s rights and obligations with respect to the Hamlet JV, see Note 1517 in the Notes to our Consolidated Financial Statements, Equity-—Hamlet JV.

~~Recent Developments~~39

Leadership Transition

In November 2022, John Keppler, Chairman and Chief Executive Officer, stepped down from his responsibilities to pursue medical and surgical treatment to address a cardiac valve issue, effective November 14, 2022. In connection with the termination of his employment with the Company, Mr. Keppler also resigned from his role as Chairman of the board of directors of the Company (the “Board”). The Company expects Mr. Keppler to return as an active Executive Chairman during the first half of 2023 and to remain available to the Company until his return. The Company entered into a consulting agreement with respect to his ongoing service as a strategic advisor to the Company. In connection with Mr. Keppler’s separation from the Company, the board of directors appointed Thomas Meth as Chief Executive Officer, effective November 14, 2022. In addition, in January 2023, the Company announced the promotion of Jason E. Paral to Senior Vice President, General Counsel, and Secretary. Mr. Paral’s promotion completes the succession plan for William H. Schmidt, Jr., whereby Mr. Schmidt’s responsibilities leading the Company’s legal and development functions would be assumed by two executives, including by Mr. Paral and by Mark A. Coscio. Simultaneous with Mr. Paral’s appointment, Mr. Schmidt stepped down from his position as Executive Vice President, Corporate Development and General Counsel, but continues to be employed by the Company as Senior Advisor for a transition period.

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~~Financing~~Restructuring ~~Activities~~Inclusive of Related Severance Expenses

InDuring ~~June~~the ~~2022,~~second wequarter ~~amended~~of ~~our~~2023, ~~senior~~we ~~secured~~implemented ~~credit~~a ~~facility~~restructuring toplan, ~~extend~~separate ~~the~~and ~~maturity~~apart ~~date~~ from ~~April~~our ~~2026~~restructuring toefforts ~~June~~in ~~2027,~~connection ~~and~~with ~~to increase~~ the ~~maximum~~RSA ~~Total~~and ~~Leverage~~Bond ~~Ratio~~MS ~~(as~~RSA, ~~defined~~to inoptimize ~~the~~production ~~credit~~and ~~agreement) from 5~~growth.~~00:1.00~~ toThe ~~5.50:1.00~~primary ~~(and~~components ~~from~~of ~~5.25:1.00~~the torestructuring ~~5.75:1.00~~were ~~during~~reductions ain ~~Material~~our ~~Transaction~~workforce ~~Period~~and ~~(as~~corporate ~~defined~~and inother ~~the credit agreement))~~expenses.

~~New~~During ~~Markets~~the ~~Tax~~second ~~Credit~~quarter ~~(“NMTC”)~~of ~~Loans~~2023, we had an initial reduction in force of certain leadership employees, accelerated depreciation of leasehold improvements at our principal executive offices, and a reduction of our office lease expenses. We completed a broader reduction in force during the third quarter of 2023.

In June 2022, we borrowed $42.0 million pursuant to which the net proceeds of such loans are generally restricted to funding a portion of the costs of the acquisition, construction, equipping, and financing of the Epes plant. The ~~NMTC~~following ~~financing~~table ~~accrues~~summarizes ~~interest~~our atpre-tax arestructuring ~~weighted~~expenses ~~average~~for ~~rate of 2.9% per annum. Of~~ the ~~$42.0~~year ~~million,~~ended ~~$34.1~~December ~~million matures in its entirety in June 2029~~31, ~~while $7.9 million could be prepaid quarterly starting in 2029 and through 2052.~~2023:

Epes Tax-Exempt Green Bonds


Cash-based employee severance expenses	$	6,553
Non-cash equity-based compensation	11,825
Accelerated leasehold improvement depreciation	1,248
Impairment of right-of-use asset	216
Total	$	19,842

InAccounting ~~July~~for ~~2022,~~Wood ~~The~~Pellets ~~Industrial~~Sale ~~Development~~Contracts ~~Authority~~as ofa ~~Sumter~~Financing ~~County,~~Arrangement ~~Alabama issued its Exempt Facilities Revenue Bonds~~ (~~Enviva~~“Q4 ~~Inc. Project), Series~~ 2022 ~~(Green Bonds) (the “Epes Tax-Exempt Green Bonds~~Transactions”) in the aggregate principal amount of $250.0 million. The proceeds of the offering were loaned to us pursuant to a loan and guaranty agreement constituting a senior unsecured obligation to fund a portion of the costs of the acquisition, construction, equipping, and financing of the Epes plant and to pay costs of the offering. The Epes Tax-Exempt Green Bonds, which were issued at par, bear interest at an annual rate of 6.00%, and mature in 2052, subject to mandatory tender in July 2032 by The Industrial Development Authority of Sumter County, Alabama with the corresponding acceleration of payment under the loan to the Company.

~~Bond~~In ~~Tax-Exempt~~the ~~Green~~fourth ~~Bonds~~quarter of 2022, we entered into agreements with a customer to purchase approximately 1.8 million MT of wood pellets between 2023 and 2025 (the “new purchase agreements”). At that time, we also entered into additional wood pellet sales contracts (together with the new purchase agreements, the “Q4 2022 Transactions”) that together with our existing sales contracts with the customer, totaled approximately 2.8 million MT, with deliveries to take place between 2022 and 2026. Under the Q4 2022 Transactions, the quantities we agreed to purchase exceeded the quantities we agreed to sell. Although the new purchase agreements were priced at market prices in effect at the time the new purchase agreements were entered into, the 1.8 million MT of wood pellet purchases were not hedged with contracted sales at similar pricing or volume.

InUnder ~~November 2022,~~ the ~~Mississippi~~revenue ~~Business~~accounting ~~Finance~~principles ~~Corporation~~generally ~~issued~~accepted ~~its~~in ~~Exempt~~the ~~Facilities~~United ~~Revenue~~States ~~Bonds~~ (~~Enviva Inc.~~“GAAP”), ~~Series 2022 (Green Bonds) (~~the ~~“Bond~~Q4 ~~Tax-Exempt~~2022 ~~Green~~Transactions ~~Bonds”)~~constituted ina ~~the~~contract ~~aggregate principal amount of $100~~modification.0 ~~million.~~Because ~~The~~the ~~proceeds~~scope of the ~~offering~~modification ~~were~~resulted ~~loaned~~in ~~to us pursuant to~~ a ~~loan~~net ~~and~~decrease ~~guaranty~~in ~~agreement~~future ~~constituting~~sales avolumes ~~senior unsecured obligation~~ to ~~fund a portion of~~ the ~~costs of acquiring~~customer, ~~constructing,~~in ~~equipping,~~2022 ~~and~~we ~~financing~~accounted offor the ~~Bond~~modification ~~plant~~as ~~and~~if towe ~~pay~~had ~~costs~~terminated of the ~~offering.~~existing ~~The~~sale ~~Bond~~contracts ~~Tax-Exempt~~and ~~Green~~created ~~Bonds~~a ~~which~~new, ~~were~~single ~~issued~~contract. atIn ~~par~~addition, ~~bear~~the ~~interest~~new atpurchase anagreements ~~annual~~constitute ~~rate~~a ofrepurchase ~~7.75%,~~agreement ~~and~~under ~~mature~~GAAP inand ~~2047,~~were ~~subject~~required to ~~mandatory~~be ~~tender~~accounted infor ~~July~~as ~~2032 by the Mississippi Business Finance Corporation with~~ a ~~corresponding~~financing ~~acceleration of payment under the loan to the Company~~arrangement.

~~Term~~During ~~Loan~~year ended December 31, 2023, gross proceeds of $37.2 million were received from the sales of 0.2 million MT of wood pellets delivered to the customer. During the year ended December 31, 2023, interest expense of $79.3 million was recorded to financing liabilities based on the difference between the blended sales price and the future purchase price per MT of the pellets subject to repurchase.

InDuring ~~January~~the ~~2023,~~year ~~under~~ended ~~our~~December ~~senior~~31, ~~secured credit facility~~2023, we ~~entered~~repurchased ~~into~~an ainsignificant ~~senior~~volume ~~secured~~of ~~term~~wood ~~loan~~pellets ~~facility~~for ~~in the amount of~~ $~~105~~11.0 1 million, ~~maturing~~under inthe ~~June~~Q4 ~~2027.~~2022 ~~Borrowing~~Transactions ~~rates are variable~~ and ~~calculated~~sold asthose ~~SOFR~~volumes ~~plus 4.00% per annum. We used the net proceeds~~ to ~~reduce~~a ~~borrowings~~different ~~under our revolver~~customer.

~~Commitment~~During the year ended December 31, 2023, we included in net cash provided by financing activities, instead of in net cash provided by operating activities, cash received of $37.2 million on transfers to ~~Achieve~~the ~~Carbon-Neutral~~customer ~~Operations~~and cash paid of $8.9 million for purchases from the customer and a settlement payment.

~~Consistent~~On ~~with~~November ~~our~~11, ~~mission to displace coal~~2023, ~~grow~~we ~~more~~entered ~~trees,~~into ~~and~~a ~~fight~~standstill ~~climate~~agreement ~~change,~~(the we“Standstill ~~recently~~Agreement”) ~~announced~~with ~~our~~the ~~intention~~counterparty to ~~reduce,~~the ~~eliminate,~~Q4 or2022 ~~offset~~Transactions ~~our Scope 1 GHG emissions~~ and tolater ~~source~~amended ~~100%~~it ~~renewable~~on ~~energy~~December ~~(Scope~~8, ~~2 GHG emissions) by 2030~~2023. The ~~product~~amended weStandstill ~~manufacture~~Agreement ~~helps~~expired ~~reduce~~on ~~the~~December ~~lifecycle~~31, ~~GHG~~2023. ~~emissions~~Upon ~~of our customers~~expiration, ~~but we believe we must also do our part within our operations to mitigate~~ the ~~impacts~~counterparty ofbecame ~~climate~~entitled ~~change. We seek~~ to ~~accomplish~~issue ~~neutrality~~termination ~~with~~notices in respect toof ~~our~~outstanding ~~Scope~~purchase 1and ~~emissions~~supply ~~(i.e.,~~agreements ~~direct emissions from our manufacturing) by improving energy efficiency~~ and ~~adopting~~to ~~lower-carbon~~invoice ~~processes,~~us asfor ~~well~~termination asfees ~~through~~equal ~~investment~~to $350.0 million in ~~carbon offsets~~aggregate. WeThe ~~also~~expiration ~~aim~~of tothe ~~neutralize~~Standstill ~~our~~Agreement ~~Scope~~also 2decreased ~~emissions~~adjusted ~~(i.e.,~~gross ~~indirect~~margin ~~emissions~~for ~~from~~the ~~energy~~year weended ~~purchase)~~December by31, ~~using~~2023 ~~100% renewable energy~~ by ~~2030~~$177.8 million, ~~through~~consisting ~~the purchase~~ of ~~renewable~~a ~~electricity and/or onsite generation where practicable~~$111.6 million ~~Moreover~~charge, weexclusive ~~will~~of ~~seek~~depreciation toand ~~proactively~~amortization ~~engage~~expense ~~with~~of ~~our~~$11.7 ~~suppliers~~million, ~~transportation partners, and other stakeholders~~ to ~~drive~~eliminate ~~innovative~~finished ~~improvements~~goods ininventory ~~our~~subject ~~supply chain~~ to ~~reduce~~repurchase ~~our~~that ~~Scope~~are 3no ~~emissions~~longer ~~(i.e.,~~recoverable ~~indirect~~and ~~emissions~~a ~~in our value chain)~~$66. ~~We intend to report our Scopes 1,~~ 2, million ~~and~~charge ~~3 emissions annually. Although it is difficult~~ to ~~project~~increase the ~~incremental~~liability ~~cost~~due to ~~our~~the ~~operations~~counterparty inof ~~2030,~~the weQ4 do2022 ~~not~~Transactions ~~expect any material impact~~ to ~~our~~the ~~financial~~$350.0 million ~~performance~~termination asfees aand ~~result of our efforts~~ to ~~achieve~~eliminate ~~“net-zero”~~the incontract ~~GHG~~asset ~~emissions from our operations. For more information, refer~~ to the ~~risk~~same ~~factor~~counterparty ~~titled~~following ~~“Increasing~~the ~~attention~~termination toof ~~ESG~~the ~~matters,~~associated ~~including our net-zero goals and our failure to successfully achieve them, could adversely affect our business~~agreements.”

32Increased Borrowing under Senior Secured Credit Facility and Higher Interest Rate

During 2023 compared to 2022, we had higher average amounts borrowed and higher interest rates on our Senior Secured Credit Facility.

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Factors Impacting Comparability of Our Financial Results

Executive Separation

In connection with the previously mentioned leadership transition in November 2022, we entered into a separation agreement with Mr. Keppler. The separation agreement included: (1) the bonus he would have been entitled to for the year ended December 31, 2022, pro-rated based on 2022 service through November 14, 2022, and paid with respect to targeted individual performance of Mr. Keppler and actual performance of the Company at the same time bonuses are paid to executives generally during the first quarter of 2023, (2) a severance payment of $3.8 million, paid in 36 equal installments, (3) accelerated vesting of unvested time-based Enviva Inc. Long-Term Incentive Plans (the “LTIPs”), occurring during the first quarter of 2023, and (4) vesting of unvested performance-based LTIPs, occurring during the first quarter of 2023. In addition, we executed a consulting agreement pursuant to which with Mr. Keppler is paid $25,000 per month through March 31, 2023, which includes automatic monthly extensions thereafter until termination by Mr. Keppler or us.

Omicron Variant of Novel Coronavirus

During the three months ended March 31, 2022, the Omicron variant of COVID-19 significantly impacted our operations and resulted in $15.2 million of incremental costs. Our contractors and supply chain partners experienced labor-related and other challenges associated with COVID-19 that had a more pronounced than anticipated impact on our operations and project execution schedule. In addition, the prevalence of the Omicron variant of COVID-19 and increased rates of infection across areas in which we operate affected the availability of healthy workers from time to time at our facilities, and we experienced increased rates of absence in our hourly workforce as workers who contracted COVID-19 quarantined at home. These absences contributed to reduced facility availability and, in some cases, reduced aggregate production levels. For more information about the effects of COVID-19 on the year ended December 31, 2022, please see below under “Results of Operations.”

War in Ukraine

The war in Ukraine impacted our operations and resulted in $5.1 million of incremental costs during the year ended December 31, 2022, all of which were incurred during the first quarter of 2022. Our third-party shipping partners’ operations experienced severe dislocations which incrementally impacted our distribution costs related to demurrage and to loading, transporting, and unloading our wood pellets. In addition, the immediate spike in energy prices negatively impacted the cost of our operations, including incremental costs to support continued services from our third-party fiber suppliers and trucking service providers.

Accounting for Wood Pellets Sale Contracts as a Financing Arrangement (“Deferred Gross Margin Transactions”)

We have wood pellets sale contracts with a customer for the sale of approximately 2.8 million MT between the fourth quarter of 2022 through 2026 (the “existing sale contracts”). In the fourth quarter of 2022, the Company entered into agreements with the customer to purchase approximately 1.8 million MT of wood pellets between 2023 and 2025 (the “new purchase agreements”).

Under accounting principles generally accepted in the United States (“GAAP”), the fourth quarter 2022 new purchase agreements constituted a contract modification. Because the scope of the modification resulted in a net decrease in future sales volumes to the customer, the Company was required to account for the modification as if it had terminated the existing sale contracts and created a new, single contract. Accordingly, the amount of consideration to be received for the sale of approximately 2.8 million MT under the existing sale contracts will be allocated to the remaining sales during the life of the new purchase agreements base on an average sale price per MT.

Additionally, the fourth quarter 2022 new purchase agreements to purchase approximately 1.8 million MT of wood pellets during 2023 through 2025 constitute, for GAAP purposes, a repurchase agreement. Under GAAP, we are required to account for the new purchase agreements as a financing arrangement.

Accordingly, approximately 450,000 MT of wood pellets sold and delivered to the customer in the fourth quarter of 2022 are reflected as a financing transaction in our consolidated financial statements instead of as product sales. Gross proceeds of $175.1 million from the sales are reflected as financing liabilities and deferred revenue on our consolidated balance sheets, and the cost of goods sold of $95.3 million inclusive of depreciation and amortization expense of $9.3 million are reflected as inventory. In addition, interest expense of $9.6 million has been recorded based on the difference between the future purchase price per MT of the approximately 1.8 million MT under the new purchase agreements and the new blended sale price per MT of the volumes sold in the fourth quarter under the existing sales contracts only for the time that passed during the fourth quarter of 2022 between the sale and expected purchase dates. The cash received from the customer of $102.3 million during the fourth

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quarter of 2022 under the existing sale contracts is included in net cash provided by financing activities instead of in cash provided by operating activities.

Our 2022 gross margin excluding depreciation and amortization was negatively impacted by $89.0 million, and interest expense was increased by $9.6 million, in each case by the impact of the Deferred Gross Margin Transactions. In addition, net cash provided by operating activities was reduced by $102.3 million due to the impact of the Deferred Gross Margin Transactions.

We expect to recognize the product sales associated with these transactions primarily in 2024 and 2025.

Polar Vortex

During late December 2022, the U.S. southeast experienced extremely cold temperatures for a short period. Our operations are built to withstand severe weather events, and our team prepared in advance to keep employees safe and limit operational disruption. During the period of freezing temperatures, production at several plants was curtailed for approximately a week and resulted in approximately $4.0 million of incremental costs.

Increased Borrowing under Senior Secured Credit Facility and Higher Interest Rate

During 2022, we had higher amounts borrowed and higher interest rates on our senior secured credit facility.

Inflationary Pressures

Heightened levels of inflation and the potential worsening of macro-economic conditions present risks for the Company, our suppliers and our customers. During 2022, we have experienced impacts to our labor rates and suppliers have signaled inflation related cost pressures, which flowed through to our costs and pricing. Although inflation impacted our financial results in 2022, if inflation remains at current levels for an extended period, or increases, and we are unable to successfully mitigate the impact, our costs are likely to increase, resulting in pressure on our profits, margins and cash flows, particularly for existing fixed-price contracts. We are not able to quantify the effects of inflation during 2022. In addition, inflation and the increases in the cost of borrowing from rising interest rates could constrain the overall purchasing power of our customers for our products, in particular in the near term to the extent inflation assumptions are less than current inflationary pressures. Rising interest rates will also increase our borrowing costs on new debt and could affect the fair value of our investments. We remain committed to our ongoing efforts to increase the efficiency of our operations and improve the cost competitiveness and affordability of our products and services, which may, in part, offset cost increases from inflation.

Senior Secured Green Term Loan Facility

In February 2021, our former sponsor entered into a senior secured green term loan facility (the “Green Term Loan”) providing for $325.0 million principal amount, maturing in February 2026. Interest was priced at LIBOR plus 5.50% with a LIBOR floor of 1.00%. Our former sponsor received gross proceeds of $325.0 million and net proceeds of approximately $317.2 million after deducting original issue discount, commissions, and expenses. Our former sponsor used the net proceeds (1) to purchase the noncontrolling interest in Enviva JV Development Company, LLC (the “Development JV”), (2) to repay the Riverstone Loan (see Item 8. “Financial Statements and Supplemental Data,” Note 13, “Related-Party Transactions”), (3) to fund capital expenditures and liquidity reserve cash accounts, and (4) for general purposes.

In October 2021, our former sponsor repaid in full the Green Term Loan and recognized a $9.4 million loss on early retirement of debt resulting from the write-off of unamortized debt issuance costs and original issue discount.

How We Generate Revenue

Overview

We ~~primarily~~ earn revenue by supplying wood pellets to our customers under off‑take contracts, the majority of which are long-term in nature. Our off-take contracts are considered “take-or-pay” because they include a firm obligation of the customer to take a fixed quantity of product at a stated price and provisions that require that we be compensated in the case of a customer’s failure to accept all or a part of the contracted volumes or termination of a contract by a customer. Each of our long-term off-take contracts defines the annual volume of wood pellets that a customer is required to purchase, and we are required to sell, the fixed price per MT for product satisfying a base net calorific value, and other technical specifications. These prices are fixed for the entire term and are subject to adjustments, which may include annual inflation-based adjustments or price escalators, price adjustments for product specifications, as well as, in some instances, price adjustments due to changes in underlying indices. Additionally, the majority of our long-term, off-take contracts include cost pass-through mechanisms for bunker fuel adjustments and certain handling costs, including demurrage costs, in our long-term shipping contracts. Some of our product volumes are sold under off-take contracts that include cost pass-through mechanisms to mitigate increases in raw material and distribution costs.

34Depending on the specific off-take contract, shipping terms under our long-term contracts are either Cost, Insurance and Freight (“CIF”), Cost and Freight (“CFR”), or Free On Board (“FOB”). Most of our long-term contracts are a CIF contract where we procure and pay for shipping costs, which include insurance and all other charges, up to the port of destination for the customer. Under a CFR contract, we procure and pay for shipping costs, which include insurance (excluding marine cargo insurance) and all other charges, up to the port of destination for the customer. Shipping under CIF and CFR contracts after control has passed to the customer is considered a fulfillment activity, rather than a performance obligation, and associated expenses are accrued and included in the price to the customer. Under FOB contracts, the customer is directly responsible for shipping costs.

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include cost pass-through mechanisms to mitigate increases in raw material and distribution costs. In addition to generating durable cash flow from long-term take-or-pay off-take contracts, we monitor sustained dislocations in the marketplace, and opportunistically transact when pricing dynamics and contract flexibility provide avenues to generate incremental gross margin. These commercial activities are aligned with the terms of many of our off-take contracts, which generally provide us with the opportunity to flex a certain percentage of contracted shipments up or down. That flexibility, enabled by our multi-plant profile, multi-deep water marine terminals and our long-term shipping contracts, can create opportunities to optimize our gross margin when we sell under short-term contracts in times when spot market prices are elevated or, conversely, to purchase third-party volumes during times when spot market prices are depressed. However, these commercial activities are subject to market dynamics that can vary drastically; as a result, the financial impact of these activities may vary significantly from period to period. Because each of our off-take contracts is a bilaterally negotiated agreement, our revenue from such contracts does not generally follow observable current market pricing trends. Our performance obligations under these contracts include the delivery of wood pellets, which are aggregated into MT. We account for each MT as a single performance obligation. Our revenue from the sale of wood pellets we produce is recognized upon satisfaction of the performance obligation when control transfers to the customer at the time of loading wood pellets onto a ship.

Depending on the specific off-take contract, shipping terms under our long-term contracts are either Cost, Insurance and Freight (“CIF”), Cost and Freight (“CFR”), or Free On Board (“FOB”). Under a CIF contract, we procure and pay for shipping costs, which include insurance and all other charges, up to the port of destination for the customer. Under a CFR contract, we procure and pay for shipping costs, which include insurance (excluding marine cargo insurance) and all other charges, up to the port of destination for the customer. Shipping under CIF and CFR contracts after control has passed to the customer is considered a fulfillment activity rather than a performance obligation and associated expenses are accrued and included in the price to the customer. Under FOB contracts, the customer is directly responsible for shipping costs.

In some cases, we may purchase shipments of product from third-party suppliers and resell them in back-to-back transactions (“purchase and sale transactions”). We typically are the principal in such transactions because we control the wood pellets prior to transferring them to the customer and therefore recognize related revenue on a gross basis.

~~Other~~Net ~~Revenue~~revenue also includes fees from customers related to cancellations, deferrals, or accelerations of shipments and certain sales and marketing, scheduling, sustainability, consultation, shipping, and risk management services.

Other revenue includes fees from customers related to cancellations, deferrals, or accelerations of shipments and certain sales and marketing, scheduling, sustainability, consultation, shipping, and risk management services.

We recognize third-party terminal services revenue ratably over the contract term. Terminal services are performance obligations that are satisfied over time, as customers simultaneously receive and consume the benefits of the terminal services we perform. The consideration is generally fixed for minimum quantities and services beyond minimum quantities are generally billed on a per-MT rate.

Contracted Backlog

As of January 1, 2023, we had approximately $23.5 billion of product sales backlog for firm and contingent contracted product sales to our long-term off-take customers and our long-term contracts have a total weighted-average remaining term of 13.7 years compared to approximately $21.1 billion and a total weighted-average remaining term of 14.6 years as of January 1, 2021. The contingent contracted product sales include contracts or memoranda of understanding subject to certain conditions precedent. Firm contracted backlog represents the revenue to be recognized under existing contracts assuming deliveries occur as specified in the contracts. Contingent contracted backlog includes memoranda of understanding that include agreed pricing and volume terms, as well as firm contracts that are subject to conditions precedent with respect to financing, potential government regulation enactment, or technological feasibility. Contracted future product sales denominated in foreign currencies, excluding revenue hedged with foreign currency forward contracts, are included in U.S. Dollars at January 1, 2023 forward rates. The contracted backlog includes forward prices, including inflation, as well as foreign currency and commodity prices. The contracted backlog also includes the effects of related foreign currency derivative contracts. Please read Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” and Item 8. “Financial Statements and Supplementary Data”—Note 8, “Derivative Instruments”, for more information regarding our foreign currency forward contracts.

Our expected future product sales revenue under our contracted backlog as of January 1, 2023 is as follows (in millions):

Year ending December 31, 2023	$	1,568
Year ending December 31, 2024	1,618
Year ending December 31, 2025 and thereafter	20,333
Total product sales contracted backlog	$	23,519

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Costs of Conducting Our Business

Cost of Goods Sold

Cost of goods sold includes the costs to produce and deliver our wood pellets to customers, reimbursable shipping-related costs associated with specific off-take contracts with CIF or CFR shipping terms, and costs associated with purchase and sale transactions. The primary expenses incurred to produce and deliver our wood pellets consist of raw material, production, and distribution costs.

We have strategically located our plants in the Mid-Atlantic and Gulf Coast regions of the United States, geographic areas in which wood fiber sources are plentiful and readily available. We have short-term and long-term contracts to manage the supply of raw materials into our plants. Delivered wood fiber costs include stumpage as well as harvesting, transportation, and in some cases, size-reduction services provided by our suppliers.41

~~Production~~Table ~~costs at our production plants consist~~ of labor, energy, tooling, repairs and maintenance, and plant overhead costs. Production costs also include depreciation expense associated with the use of our plants and equipment and any gain or loss on disposal of associated assets. Some of our off-take contracts include price escalators that mitigate inflationary pressure on certain components of our production costs. In addition to the wood pellets that we produce at our owned and operated production plants, we selectively purchase additional quantities of wood pellets from other wood pellet producers. Costs associated with purchase and sale transactions are included in cost of goods sold.Contents

~~Distribution~~We ~~costs~~have ~~include~~strategically ~~all~~located ~~transportation costs from~~ our plants toin ~~our port locations, any storage or handling costs while~~ the ~~product~~Mid-Atlantic ~~remains at port,~~ and ~~shipping~~Gulf ~~costs~~Coast ~~related~~regions ~~to the delivery~~ of ~~our product from our port locations to our customers. Both~~ the ~~strategic~~United ~~location~~States, ofgeographic ~~our~~areas ~~plants~~in ~~and~~which ~~our~~wood ~~ownership~~fiber orsources ~~control~~are ofplentiful ~~our deep-water terminals have allowed for the efficient~~ and ~~cost-effective~~readily ~~transportation of our wood pellets~~available. We ~~seek~~have toshort-term ~~mitigate~~and ~~shipping risk by entering into~~ long-term, ~~fixed-price shipping~~ contracts ~~with~~to ~~reputable~~manage ~~shippers matching~~ the ~~terms~~supply ~~and volumes~~ of ~~our~~raw ~~off-take~~materials ~~contracts~~into ~~pursuant~~our ~~to which we are responsible for arranging shipping~~plants. ~~Certain~~Delivered ofwood ~~our~~fiber ~~off-take~~costs ~~contracts~~ include ~~pricing~~stumpage, ~~adjustments~~as ~~for~~well ~~volatility~~as inharvesting, ~~fuel prices~~transportation, ~~which~~and ~~allow~~in ussome tocases, ~~pass the majority of the fuel price~~size-~~risk~~reduction ~~associated~~services ~~with~~provided ~~shipping~~by ~~through to~~ our ~~customers~~suppliers.

Production costs at our production plants consist of labor, energy, tooling, repairs and maintenance, and plant overhead costs. Production costs also include depreciation expense associated with the use of our plants and equipment. Cost of goods sold includes any gain or loss on disposal of associated assets, which is separately presented in our consolidated statements of operations. Some of our off-take contracts include price escalators that mitigate inflationary pressure on certain components of our production costs. In addition to the wood pellets that we produce at our owned and operated production plants, we selectively purchase additional quantities of wood pellets from other wood pellet producers. Costs associated with purchase and sale transactions are included in cost of goods sold.

Distribution costs include all transportation costs from our plants to our port locations, any storage or handling costs while the product remains at port, and shipping costs related to the delivery of our product from our port locations to our customers. Both the strategic location of our plants and our ownership or control of our deep-water terminals have allowed for the efficient and cost-effective transportation of our wood pellets. We seek to mitigate shipping risk by entering into long-term, fixed-price shipping contracts with reputable shippers matching the terms and volumes of our off-take contracts pursuant to which we are responsible for arranging shipping. Certain of our off-take contracts include pricing adjustments for volatility in fuel prices, which allow us to pass the majority of the fuel-price risk associated with shipping through to our customers.

Raw material, production, and distribution costs associated with delivering our wood pellets to our owned and leased marine terminals and third-party wood pellet purchase costs are capitalized as a component of inventory. Fixed production overhead, including the related depreciation expense, is allocated to inventory based on the normal capacity of the production plants. When the inventory is sold, the depreciation allocated to it is reflected as depreciation and amortization expense in our consolidated statements of operations, while the other fixed production overhead allocated to inventory is reflected in cost of goods sold, excluding depreciation and amortization. Distribution costs associated with shipping our wood pellets to our customers are expensed as incurred. Our inventory is recorded using the first-in, first-out method (“FIFO”). Given the nature of our inventory, the calculation of cost of goods sold is based on estimates used in the valuation of the FIFO inventory and in determining the specific composition of inventory that is sold to each customer.

Recoveries from customers for certain costs incurred at the discharge port under our off-take contracts are not considered a part of the transaction price, and therefore are excluded from product sales and included as an offset to cost of goods sold.

Recently Issued Accounting Pronouncements

See Part II, Item 8. “Financial Statements and Supplementary Data”—Note 2, “Significant Accounting Policies—Recently Adopted Accounting Standards and Recently Issued Accounting Standards not yet Adopted,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for a description of recently issued and adopted accounting pronouncements.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with ~~accounting principles generally accepted in the United States of America~~GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported revenues and expenses during the reporting periods. We evaluate these estimates and assumptions on an ongoing basis and base our estimates on historical experience, current conditions, and various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities, as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our actual results may materially differ from these estimates.

36For accounting policies and estimates that we believe are critical to our consolidated financial statements due to the degree of uncertainty regarding the estimates or assumptions involved, please see the following disclosures within the Notes to our Consolidated Financial Statements included in Part II, Item 8. of this Annual Report on Form 10-K: Note 4, Significant Accounting Policies, specifically about Inventories, Revenue Recognition, Cost of Goods Sold, and Property, Plant and Equipment.

~~Table~~Recently ofIssued ~~Contents~~Accounting Pronouncements

~~For~~See ~~accounting~~Part ~~policies~~II, ~~and~~Item ~~estimates~~8. ~~that~~“Financial weStatements ~~believe~~and ~~are~~Supplementary ~~critical~~Data”—Note to4, ~~our~~Significant ~~consolidated~~Accounting ~~financial~~Policies—Recently ~~statements~~Adopted ~~due~~Accounting toStandards ~~the~~and ~~degree~~Recently ofIssued ~~uncertainty~~Accounting ~~regarding~~Standards ~~the~~not ~~estimates~~yet ~~or assumptions involved~~Adopted, ~~please~~in ~~see~~ the ~~following disclosures within the~~ Notes to our Consolidated Financial Statements ~~included~~for ina ~~Part~~description ~~II, Item 8.~~ of ~~this~~recently ~~Annual~~issued ~~Report on Form 10-K: Note 2, “Significant Accounting Policies”, specifically about “Inventories”, “Revenue Recognition”, “Cost of Goods Sold”,~~ and ~~“Property,~~adopted ~~Plant~~accounting ~~and Equipment”~~pronouncements.

How We Evaluate Our Operations

Adjusted Net Income (Loss)

We define adjusted net income (loss) as net income (loss) excluding acquisition and integration costs and other, effects of COVID-19 and the war in Ukraine, Support Payments, Executive separation, and early retirement of debt obligation. We believe that adjusted net income (loss) enhances investors’ ability to compare the past financial performance of our underlying operations with our current performance separate from certain items of gain or loss that we characterize as unrepresentative of our ongoing operations.

Adjusted Gross Margin and Adjusted Gross Margin per Metric Ton

We define adjusted gross margin as gross margin excluding ~~loss~~impairment ~~on disposal~~ of assets and ~~impairment~~loss on disposal of assets, non-cash equity-based compensation and other expense, depreciation and amortization, changes in unrealized derivative instruments related to hedged items, acquisition and integration costs and other, effects of COVID-19 and the war in Ukraine, and Support Payments. We define adjusted gross margin per metric ton as adjusted gross margin per metric ton of wood pellets sold. We believe adjusted gross margin and adjusted gross margin per metric ton are meaningful measures because they compare our revenue-generating activities to our cost of goods sold for a view of profitability and performance on a total-dollar and a per-metric ton basis. Adjusted gross margin and adjusted gross margin per metric ton primarily will be affected by our ability to meet targeted production volumes and to control direct and indirect costs associated with procurement and delivery of wood fiber to our wood pellet production plants and our production and distribution of wood pellets.

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related to hedged items, acquisition and integration costs and other, effects of COVID-19 and the war in Ukraine, and Support Payments. We define adjusted gross margin per metric ton as adjusted gross margin per metric ton of wood pellets sold. We believe adjusted gross margin and adjusted gross margin per metric ton are meaningful measures because they compare our revenue-generating activities to our cost of goods sold for a view of profitability and performance on a total-dollar and a per-metric ton basis. Adjusted gross margin and adjusted gross margin per metric ton primarily will be affected by our ability to meet targeted production volumes and to control direct and indirect costs associated with procurement and delivery of wood fiber to our wood pellet production plants and our production and distribution of wood pellets.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss) excluding depreciation and amortization, interest expense, income tax expense (benefit), early retirement of debt obligation, non-cash equity-based compensation and other expense, ~~loss~~impairment ~~on disposal~~ of assets and ~~impairment~~loss on disposal of assets, changes in unrealized derivative instruments related to hedged items, cash-based restructuring inclusive of severance expense, acquisition and integration costs and other, effects of COVID-19 and the war in Ukraine, Support Payments, and Executive separation. Adjusted EBITDA is a supplemental measure used by our management and other users of our financial statements, such as investors, commercial banks, and research analysts, to assess the financial performance of our assets without regard to financing methods or capital structure.

Distributable Cash Flow

We define distributable cash flow as adjusted EBITDA less cash income tax expenses, interest expense net of amortization of debt issuance costs, debt premium and original issue discounts. non-cash interest expense from the Deferred Gross Margin Transactions (see above, “Contracts as a Financing Arrangement (“Deferred Gross Margin Transactions”)”), and maintenance capital expenditures. We use distributable cash flow as a performance metric to compare our cash-generating performance from period to period and to compare the cash-generating performance for specific periods to the cash dividends (if any) that are expected to be paid to our shareholders. We do not rely on distributable cash flow as a liquidity measure.

Limitations of Non-GAAP Financial Measures

Adjusted ~~net income (loss), adjusted~~ gross margin, adjusted gross margin per metric ton, and adjusted EBITDA, ~~and distributable cash flow~~ are not financial measures presented in accordance with ~~accounting principles generally accepted in the United States (“~~GAAP”). We believe that the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures. Each of these non-GAAP financial measures has important limitations as an analytical tool because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider adjusted ~~net income (loss), adjusted~~ gross margin, adjusted gross margin per metric ton, or adjusted EBITDA, ~~or distributable cash flow~~ in isolation or as substitutes for analysis of our results as reported in accordance with GAAP.

Our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Please see below for a reconciliation of each of adjusted ~~net~~gross ~~income~~margin ~~(loss)~~and adjusted gross margin per metric ton, and adjusted EBITDA to the most directly comparable GAAP financial measure.

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adjusted gross margin and adjusted gross margin per metric ton, adjusted EBITDA, and distributable cash flow to the most directly comparable GAAP financial measure.

Results of Operations

Year Ended December 31, ~~2022~~2023 Compared to Year Ended December 31, ~~2021~~2022

	Year Ended December 31,
	2022		2021		Change
	2023		2022		Change
	(in thousands)
Product sales	$	1,079,814	$	999,190	$	80,624
Net revenue	$	1,177,853	$	1,094,276	$	83,577
Other revenue	14,462		42,488		(28,026)
Operating costs and expenses:
Net revenue	1,094,276		1,041,678		52,598
Cost of goods sold, excluding items below	1,218,111		927,453		290,658
Cost of goods sold, excluding items below	927,453		861,703		65,750
Goodwill impairment	103,928		—		103,928
Loss on disposal of assets	8,607		10,153		(1,546)
Impairment of assets	66,150		—		66,150
Selling, general, administrative, and development expenses	119,713		175,108		(55,395)
Loss on disposal of assets	15,067		8,607		6,460
Executive separation	20,813		—		20,813
Selling, general, administrative, and development expenses	117,179		119,713		(2,534)
Depreciation and amortization	113,177		91,966		21,211
Restructuring inclusive of related severance expenses	19,842		—		19,842
Total operating costs and expenses	1,189,763		1,138,930		50,833
Executive separation	—		20,813		(20,813)
Loss from operations	(95,487)		(97,252)		1,765
Depreciation and amortization	145,446		113,177		32,269
Interest expense	(71,585)		(56,497)		(15,088)
Total operating costs and expenses	1,685,723		1,189,763		495,960
Early retirement of debt obligation	—		(9,377)		9,377
Loss from operations	(507,870)		(95,487)		(412,383)
Other income, net	1,198		880		318
Other (expense) income:
Net loss before income taxes	(165,874)		(162,246)		(3,628)
Interest expense	(102,677)		(62,013)		(40,664)
Income tax expense (benefit)	2,494		(16,975)		19,469
Interest expense on repurchase accounting	(79,310)		(9,572)		(69,738)
Net loss	$	(168,368)	$	(145,271)	$	(23,097)
Total interest expense	(181,987)		(71,585)		(110,402)
Other income, net	4,005		1,198		2,807
Net loss before income taxes	(685,852)		(165,874)		(519,978)
Income tax (benefit) expense	(42)		2,494		(2,536)
Net loss	$	(685,810)	$	(168,368)	$	(517,442)

Net revenue

~~Revenue~~Net ~~related~~revenue toconsisted product sales for wood pellets produced or procured by us increased to $1,079.8 million in 2022 from $999.2 million in 2021. The $80.6 million, or 8%, increase was primarily attributable to a 17% increase in average sale price per MT and a 8% decrease in product sales volumes for the year ended December 31, 2022 as compared to the year ended December 31, 2021. Product sales exclude the gross proceeds of ~~$175.1 million related to~~ the sale of approximately 450,000 MT of wood pellets in the fourth quarter of 2022 pursuant to the Deferred Gross Margin Transactions (see above, “Contracts as a Financing Arrangement (“Deferred Gross Margin Transactions”)”).following:

The increase in average sales price per MT was primarily driven by our commercial activities, which allowed us to address dislocations in our customers’ and other producers’ supply chains. These activities included completing incremental deliveries at elevated spot pricing, applying pricing escalators and cost pass-through mechanisms inclusive of bunker fuel adjustments in our existing contracts, and repricing existing contracts and entering into new contracts at higher prices compared to historical prices. Recent biomass spot market prices, as well as the forward curve pricing of certain European indices, have exceeded $345 per MT, representing a substantial premium to the current long-term contracted pricing of roughly $200 to $235 per MT weighted average across our portfolio, and we were able to capture some of that differential during the year ended December 31, 2022.


	Year Ended December 31,
	2023		2022		Change
	(in thousands)
Product sales	$	1,217,725	$	1,079,814	$	137,911
Breakage revenue	44,105		6,381		37,724
Termination of all contracts with customer for the Q4 2022 Transactions	(67,176)		—		(67,176)
Impairment of customer assets	(26,471)		—		(26,471)
Other revenue	9,670		8,081		1,589
Net revenue	$	1,177,853	$	1,094,276	$	83,577

~~Product~~Revenue ~~sales~~related ~~volumes~~to ~~decreased~~product ~~379,000~~sales MT for ~~the~~wood ~~year~~pellets ~~ended~~produced ~~December~~or ~~31,~~procured ~~2022~~by asus ~~compared~~increased to ~~the year ended December 31~~$1, ~~2021~~217.7 ~~The~~million ~~decrease of 379,000 MT~~ in ~~product sales volumes is primarily due to the approximately 825~~2023,~~000~~ ~~MT decrease in procured volumes due to a lower availability of third-party wood pellets resulting~~ from ~~the war in Ukraine and related sanctions and approximately 450~~$1,~~000~~079.8 MTmillion ~~sold and delivered~~ in ~~the fourth quarter of~~ 2022. ~~that~~The ~~were~~$137.9 ~~treated~~million, asor a13%, ~~financing~~increase ~~arrangement~~was ~~pursuant~~primarily attributable to ~~the Deferred Gross Margin Transactions (see above, “Contracts as~~ a ~~Financing~~14% ~~Arrangement (“Deferred Gross Margin Transactions”)”), partially offset by an~~ increase in ~~produced~~product ~~wood~~sales ~~pellets of approximately 900,000 MT~~volumes.

38During the year ended December 31, 2023, the average sales price per MT was significantly lower than the year ended December 31, 2022, primarily driven by a less favorable pricing environment for wood pellets. During the year ended December 31, 2022, wood pellet spot market prices, as well as the forward curve pricing of certain European indices, exceeded $400 per MT, representing a substantial premium to the current long-term contracted pricing of roughly $200 to $220 per MT across Enviva’s weighed average portfolio, and we captured some of the differential during the year ended December 31, 2022. The significant decrease in average sales price per MT was partially offset by incremental product sales revenue of

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~~Other~~$67.6 million ~~revenue~~recoverable ~~for~~from ~~the~~our ~~years~~customers ~~ended~~related ~~December~~to ~~31,~~handling ~~2022~~costs ~~and~~incurred ~~2021~~at ~~included~~discharge ~~$6.4~~ports ~~million~~for ~~and~~our ~~$37~~wood pellet shipments.3 ~~million,~~Although ~~respectively~~these revenues are primarily a pass-through of incurred costs to our customers, inour ~~payments~~accounting policy is to usaccount for ~~adjusting~~the ~~deliveries~~recovery ~~under~~of ~~our~~these ~~take-or-pay~~handling ~~off-take~~costs ~~contracts,~~as ~~which~~a ~~otherwise~~fulfillment ~~would~~activity ~~have~~which ~~been~~requires ~~included~~such inreimbursements ~~product~~to ~~sales~~be ~~and~~recognized ~~was~~as ~~recognized~~product ~~under~~sales arevenue ~~breakage~~and ~~model~~the ~~based~~costs onto ~~when~~be ~~the~~recognized ~~pellets~~in ~~would~~cost ~~have~~of ~~been~~goods ~~loaded~~sold.

For the year ended December 31, 2023, we recorded a reduction for the termination of all contracts with customer for the Q4 2022 Transactions of $65.2 million to increase the liability to this counterparty to the $350.0 million termination fees after the expiration of the Standstill Agreement on December 31, 2023. Under the Standstill Agreement, we agreed to reimburse the customer for certain costs that it incurred during the standstill period, which resulted in $2.0 million being recognized as a reduction to net revenue during the year ended December 31, 2023.

Breakage revenue increased to $44.1 million in 2023, from $6.4 million in 2022. Breakage revenue includes payments to us for adjusting deliveries under our take-or-pay off-take contracts, which is recognized under a breakage model based on when the wood pellets would have been loaded onto ships for delivery to those customers.

Impairment of customer assets represents a reduction in net revenue by the amount of customer assets (with customers other than the customer for the Q4 2022 Transactions) that was not expected to be recoverable as the expected costs exceeded the contract cash flows. During the year ended December 31, 2023, $26.5 million of impairments of customer assets were recorded as a reduction to net revenue as the amount was not expected to be recoverable.

Cost of goods sold

Cost of goods sold increased to $~~927~~1,218.51 million for the year ended December 31, ~~2022~~2023, from $~~861~~927.75 million for the year ended December 31, ~~2021~~2022, an increase of $65290.87 million, or 831%. ~~The~~Cost ~~increase in cost~~ of goods sold ~~was~~for ~~primarily~~the ayear ~~result~~ended ofDecember ~~incremental fiber logistics~~31, ~~energy~~2023, ~~and~~includes ~~wood~~a ~~pellet~~charge ~~distribution costs inclusive~~ of ~~bunker fuel adjustments~~$123.3 million Inrelated ~~particular,~~to ~~during~~ the ~~first~~elimination ~~quarter~~ of ~~2022,~~finished wegoods ~~experienced~~inventory ~~labor-related~~subject ~~and~~to ~~other~~repurchase ~~challenges~~that ~~associated~~is ~~with~~no ~~COVID-19~~longer ~~with~~recoverable ~~our~~following ~~employees,~~the ~~contractors~~expiration ~~and~~of ~~supply~~the ~~chain~~Standstill ~~partners~~Agreement ~~that~~with ~~had~~the acounterparty ~~more~~to ~~pronounced~~the ~~than~~Q4 ~~anticipated~~2022 ~~impact~~Transactions. onExcluding ~~our~~the ~~operations and project execution~~$123.3 million ~~Furthermore~~charge, ~~we incurred incremental~~ cost of goods sold ~~from~~for the ~~on-going~~year ~~ramp~~ended ofDecember ~~the~~31, ~~Lucedale~~2023 ~~plant~~would ~~and~~have ~~the~~been ~~commencement~~$1,094.8 million, ofan ~~operations~~increase of $167.3 million, or 18.0%, compared to the ~~Pascagoula~~year ~~terminal~~ended December 31, 2022. The increase in cost of goods sold ~~exclude~~was ~~$95.3~~primarily ~~million~~a ~~inclusive~~result of ~~depreciation~~a ~~and~~14% ~~amortization~~increase ofin ~~approximately~~product ~~$9.3~~sales ~~million~~volumes, ~~which~~as ~~are~~well ~~reflected~~ as ~~inventory~~increased infiber ~~connection~~procurement, ~~with~~plant ~~the~~operating ~~Deferred~~and ~~Gross~~shipping ~~Margin~~and ~~Transactions~~handling ~~(see~~costs ~~above,~~during ~~“Contracts~~the asfirst aand ~~Financing~~second ~~Arrangement~~quarters ~~(“Deferred~~of ~~Gross Margin Transactions”)”)~~2023.

	Year Ended December 31,				Change
	2022		2021
	(in thousands, except per metric ton)
Reconciliation of gross margin to adjusted gross margin and adjusted gross margin per metric ton:
Gross margin(1)	$	53,906	$	83,362	$	(29,456)
Loss on disposal of assets and impairment of assets	10,478		10,143		335
Non-cash equity-based compensation and other expense	2,944		2,271		673
Depreciation and amortization	105,179		86,471		18,708
Changes in unrealized derivative instruments	(59)		(2,673)		2,614
Acquisition and integration costs and other	1,664		397		1,267
Effects of COVID-19	13,942		—		13,942
Effects of the war in Ukraine	5,051		—		5,051
Support Payments	23,985		25,100		(1,115)
Adjusted gross margin	$	217,090	$	205,071	$	12,019
Metric tons sold	4,654		5,033		(379)
Adjusted gross margin per metric ton	$	46.65	$	40.75	$	5.90

Cost of goods sold during the year ended December 31, 2023, also includes $48.1 million of handling costs incurred at discharge ports for our wood pellet shipments. Although these handling costs are recoverable from our customers, our accounting policy is to account for the recovery of these handling costs as a fulfillment activity, which requires such reimbursements to be recognized as product sales revenue and the costs to be recognized in cost of goods sold.

WeDuring ~~earned~~the ~~adjusted~~year ~~gross~~ended ~~margin~~December of31, ~~$217.1 million~~2022, orcost ~~$46.65~~of ~~per~~goods ~~MT,~~sold ~~for~~excludes ~~the~~$95.3 million ~~year~~inclusive ~~ended~~of ~~December~~depreciation ~~31,~~and ~~2022~~amortization ~~compared~~of toapproximately $~~205~~9.1 3 million, orwhich ~~$40.75~~was ~~per~~reflected ~~MT,~~as ~~for~~inventory ~~the~~in ~~year~~connection ~~ended~~with ~~December~~the ~~31,~~Q4 ~~2021.~~2022 ~~The~~Transactions ~~increase~~(see inabove, ~~adjusted~~“Accounting ~~gross~~for ~~margin~~Wood ~~was~~Pellets ~~primarily~~Sale ~~due~~Contracts ~~increases~~as ina ~~net~~Financing ~~revenue~~Arrangement ~~driven~~(“Q4 by2022 ~~our~~Transactions”)”). ~~ability~~During tothe ~~capitalize~~three onmonths ~~higher~~ended ~~spot~~March ~~prices~~31, ~~through~~2022, ~~our~~the ~~commercial~~Omicron ~~activities~~variant inof ~~2022,~~COVID-19 ~~partially~~significantly ~~offset~~impacted byour ~~incremental~~operations ~~fiber~~and ~~logistics,~~resulted ~~energy,~~in ~~and~~$13.9 ~~wood~~million ~~pellet~~of ~~distribution~~incremental costs. ~~The~~and ~~increase~~the war in ~~adjusted~~Ukraine ~~gross~~impacted ~~margin~~our ofoperations ~~$12.0~~and ~~million~~resulted ~~excludes~~in $895.0 1 million of ~~adjusted~~incremental ~~gross~~costs. ~~margin~~Furthermore, ~~deferred~~during inthe ~~connection~~year ~~with~~ended ~~the~~December ~~Deferred~~31, ~~Gross~~2022, ~~Margin~~we ~~Transactions~~incurred ~~(see~~incremental ~~above,~~cost ~~“Contracts~~of asgoods asold ~~Financing~~from ~~Arrangement~~the ~~(“Deferred~~ramp ~~Gross~~of ~~Margin~~the ~~Transactions”)”)~~Lucedale plant and the commencement of operations of the Pascagoula terminal.

The Omicron variant of COVID-19 significantly impacted our operations and resulted in $13.9 million of incremental costs during the year ended December 31, 2022, all of which were incurred during the first quarter of 2022.45

•The impact on our supply chain logistics within our fiber supply base as well as our truck and rail service providers was more pronounced than anticipated. Our third-party service providers’ failure to perform resulted in unprecedented incremental costs to procure raw materials and produce and deliver our wood pellets to customers.

•We incurred incremental costs related to increased employee overtime and significant contract labor to partially offset plant employee absenteeism.

•We incurred incremental costs related to obtaining short-term rentals of equipment due to delayed delivery of acquired equipment to ensure continued operations.

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Adjusted gross margin and adjusted gross margin per metric ton

The war in Ukraine impacted our operations and resulted in $5.1 million of incremental costs during the year ended December 31, 2022, all of which were incurred during the first quarter of 2022.


	Year Ended December 31,				Change
	2023		2022
	(in thousands, except per metric ton)
Reconciliation of gross margin to adjusted gross margin and adjusted gross margin per metric ton:
Gross margin(1)	$	(189,362)	$	53,906	$	(243,268)
Impairment of assets and loss on disposal of assets	12,815		10,478		2,337
Non-cash, equity-based compensation and other expense	5,127		2,944		2,183
Depreciation and amortization	136,624		105,179		31,445
Changes in unrealized derivative instruments	(1,746)		(59)		(1,687)
Support Payments	2,050		23,985		(21,935)
Acquisition and integration costs and other	—		1,664		(1,664)
Effects of COVID-19	—		13,942		(13,942)
Effects of the war in Ukraine	—		5,051		(5,051)

Adjusted gross margin	$	(34,492)	$	217,090	$	(251,582)
Metric tons sold	5,327		4,654		673
Gross margin per metric ton	$	(35.55)	$	11.58	$	(47.13)
Adjusted gross margin per metric ton	$	(6.47)	$	46.65	$	(53.12)

(1)Gross margin is defined as net revenue less cost of goods sold (including related depreciation and amortization and loss on disposal of assets).

~~•Severe~~We ~~dislocations~~earned ~~within~~negative ~~our~~adjusted ~~third-party~~gross ~~shipping~~margin ~~partners’~~of ~~operations~~$34.5 ~~resulted~~million, inor ~~incremental~~negative ~~distribution~~$6.47 ~~costs~~per ~~related~~MT, tofor ~~demurrage~~the ~~and~~year ended December 31, 2023, compared to ~~loading~~positive adjusted gross margin of $217.1 million, ~~transporting~~or positive $46.65 per MT, ~~and~~for ~~unloading~~the ~~our~~year ~~wood~~ended ~~pellets~~December 31, 2022. The $251.6 million decrease in adjusted gross margin was primarily attributable to the following:

•~~The~~A ~~immediate~~$177.8 million ~~spike~~decrease indue ~~energy~~to ~~prices~~the ~~negatively~~expiration ~~impacted~~of the ~~cost~~Standstill Agreement resulting in a $111.6 million charge, exclusive of ~~our~~depreciation ~~operations~~and ~~including~~amortization ~~incremental~~expense ~~costs~~of $11.7 million, to ~~support~~eliminate ~~continued~~finished ~~services~~goods ~~from~~inventory ~~our~~subject ~~third-party~~to ~~fiber~~repurchases ~~suppliers~~that are no longer recoverable and ~~trucking~~a ~~service~~$65.2 million ~~providers~~charge to increase the liability due to the counterparty of the Q4 2022 Transactions to the $350.0 million termination fees and to eliminate the customer asset to the same counterparty following the termination of the associated agreements.

~~During~~•A ~~the~~1.5% ~~fourth~~decrease ~~quarter~~in ofaverage ~~2022,~~sales ~~the~~price ~~polar~~per ~~vortex~~MT, ~~impacted~~decreased ~~our~~adjusted ~~operations~~gross ~~and~~margin ~~resulted~~by in $486.0 9 million ofduring ~~incremental~~the ~~costs~~year ~~during~~ended December 31, 2023, compared to the year ended December 31, 2022.

~~Due~~•A to$21.9 million ~~the~~decrease ~~increased average sales price per MT and the increase~~ in ~~sales~~Support ~~volumes~~Payments ~~as described above and after excluding the aforementioned incremental fiber logistics, energy, and wood pellet distribution costs, adjusted gross margin increased~~ during ~~the~~2023 ~~year~~resulting ~~ended~~from ~~December~~our ~~31,~~suspension ~~2022~~of ~~compared~~paying ~~to the year ended December 31, 2021~~dividends.

•A $20.6 million decrease due to payments received from a wood pellet supplier for the cancellation of contracted volumes during the year ended December 31, 2022.

The decrease in adjusted gross margin during the year ended December 31, 2023, was partially offset by the following:

•A $42.5 million increase in adjusted gross margin due to a decrease in plant and port operating costs as well as fiber procurement costs. The decrease in plant and port operating costs was primarily attributable to improved operational reliability, driving greater absorption of fixed costs while reducing spend on repairs and maintenance and contract labor. Lower energy costs, including electricity, natural gas, and diesel, also contributed to the decrease in operating costs.

•A $25.2 million increase in adjusted gross margin due to a 14% increase in sales volumes. The increase in sales volumes is attributable primarily to wood pellets produced from our manufacturing plants.

Goodwill impairment

During the fourth quarter of 2023, the Company performed an interim goodwill impairment test, which indicated that the carrying value of its sole reporting unit was above its fair value. Consistent with the Company’s historical approach for impairment tests, the Company estimated the fair value of its sole reporting unit using the market approach by evaluating the market capitalization of its common stock and an estimated control premium. The Company determined that the carrying value

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of the Company’s sole reporting unit exceeded its fair value and recorded a material non-cash pretax impairment charge related to goodwill of $103.9 million in the fourth quarter of 2023.

Impairment of assets

Impairment of assets includes $44.5 million, related to new plant development costs that were deemed no longer recoverable as of December 31, 2023. We intend to revisit our development of future plants when sufficient contracted customer demand materializes to support the investment. This includes an impairment related to construction in progress at our plant near Bond, Mississippi (“Bond plant”). We ceased development of the Bond plant, which was in the early stages of development, as of December 31, 2023. Therefore, we performed a recoverability analysis using undiscounted cash flows of the Bond plant and compared this to its carrying amount. Under this analysis the undiscounted cash flows of the Bond plant were less than the carrying amount. Accordingly, we recognized a pre-tax impairment of assets expense of $41.5 million, which is the amount the carrying value of the Bond plant exceeded its estimated fair value, which was determined as the estimated proceeds from the sale of the underlying land.

In connection with a broader effort to eliminate operational inefficiencies, during the third quarter of 2023, we determined that the Southampton, Virginia plant (the “Southampton plant”) operated most cost effectively with a single dryer line. Therefore, we permanently shut down the second, underperforming dryer line, and as a result, we recognized an impairment expense of $21.7 million during the year ended December 31, 2023.

Loss on disposal of assets

During the years ended December 31, 2023 and 2022, loss on disposal of assets was $15.1 million and $8.6 million, respectively.

Selling, general, administrative, and development expenses

Selling, general, administrative, and development expenses were $~~119~~117.72 million for the year ended December 31, ~~2022~~2023, and $~~175~~119.17 million for the year ended December 31, ~~2021~~2022. Selling, general, administrative, and development expenses include ~~costs~~corporate toand ~~develop~~other ~~new~~overhead ~~markets~~expenses, ~~corporate~~costs ~~and~~to ~~other~~develop ~~overhead~~new ~~expenses~~markets, and costs of developing new plants or ports (for those that have not yet met the capitalization threshold or costs that are not eligible for capitalization). Once a significant component of the plant or port is placed in- service, the associated expense component is classified as cost of goods sold. The $55.4 million decrease in total selling, general, administrative, and development expenses is primarily associated with a decrease in consulting and management fee expenses, non-cash equity-based compensation and other expense, and due to the elimination of activities resulting from the Simplification Transaction.

The $2.5 million decrease in total selling, general, administrative, and development expenses is primarily associated with a $21.7 million decrease in acquisition and integration costs and other primarily associated with the Simplification Transaction and Conversion and the construction of the Lucedale plant and Pascagoula terminal, and a $6.7 million decrease in non-cash, equity-based compensation expense. The decrease is partially offset by a $24.3 million increase in expenses related to legal and financial advisors associated with our strategic review of liquidity and operations incurred in the second half of 2023.

Restructuring inclusive of related severance expenses

During the year ended December 31, 2023, total restructuring and related expenses, separate and apart from our restructuring efforts in connection with the RSA and Bond MS RSA, were $19.8 million and consisted of $6.6 million of cash-based employee severance expenses, $11.8 million of non-cash equity-based compensation, $1.2 million of accelerated leasehold improvement depreciation, and $0.2 million impairment of right-of-use assets related to an office lease. These amounts do not include expenses incurred in connection with our strategic review of liquidity and operations.

Executive separation

In November 2022, John Keppler, our former ~~Chairman and~~ Chief Executive Officer and Chairman of the board of directors of the Company (the “Board”), stepped down from his responsibilities tofor ~~pursue~~ medical ~~and surgical treatment to address a cardiac valve issue~~reasons. Mr. Keppler’s separation agreement included: (1i) the bonus he would have been entitled to for the year ended December 31, 2022, pro-rated based on 2022 service through November 14, 2022, and paid with respect to targeted individual performance of Mr. Keppler and actual performance of the Company at the same time bonuses are paid to executives generally during the first quarter of 2023, (2ii) a severance payment of $3.8 million, paid in 36 equal installments, (3iii) accelerated vesting of unvested time-based ~~LTIPs~~restricted stock units under the Enviva Inc. Long-Term-Incentive Plan (“LTIP”), occurring during the first quarter of 2023, and (4iv) vesting of unvested performance-based restricted stock units under the LTIPs, occurring during the first quarter of 2023. Mr. Keppler rejoined the Board in March 2023.

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Depreciation and amortization

Depreciation and amortization expense increased to $~~113~~145.24 million for the year ended December 31, ~~2022~~2023, from $92113.0 2 million for the year ended December 31, ~~2021~~2022, an increase of $2132.23 million or 2329%, primarily due to the Lucedale plant, Pascagoula terminal, and expansion assets placed in service during the year ended December 31, 2022.

~~Interest~~Depreciation and amortization expense during the year ended December 31, 2023, includes $11.7 million to eliminate depreciation and amortization costs included in finished goods inventory subject to repurchase that are no longer recoverable following the expiration of the Standstill Agreement with the counterparty to the Q4 2022 Transactions. Depreciation and amortization expense during the year ended December 31, 2023, excludes $1.2 million of accelerated leasehold improvement depreciation recorded in restructuring inclusive of related severance expenses.

WeTotal ~~incurred $71.6 million of~~ interest expense during the year ended December 31, 2022 and $56.5 million during the year ended December 31, 2021. The increase in interest expense of $15.1 million from the prior year was primarily attributable to the $9.6 million of non-cash interest recognized in connection with the the Deferred Gross Margin Transactions (see above, “Contracts as a Financing Arrangement (“Deferred Gross Margin Transactions”)”), and a higher outstanding borrowing amount and higher floating interest rate on our senior secured credit facility, partially offset by the extinguishment of the senior secured green term loan facility for the year ended December 31, 2021 as part of the Simplification Transaction.

~~Early~~We ~~retirement~~incurred $182.0 million of ~~debt~~interest ~~obligation~~expense during the year ended December 31, 2023, and $71.6 million during the year ended December 31, 2022. The increase in interest expense of $110.4 million from the prior year was attributable to the $69.7 million increase of non-cash interest recognized prior to the expiration of the Standstill Agreement with the counterparty to the Q4 2022 Transactions. The timing of the interest expense was based on the estimated timing of when the future purchases under the existing purchase agreements were expected to occur.

InInterest ~~October~~expense ~~2021,~~also ~~our~~increased ~~former~~by ~~sponsor~~$40.7 ~~repaid~~million inrelated ~~full~~to ~~the~~higher ~~Green~~outstanding ~~Term~~borrowings ~~Loan,~~and ~~which~~higher ~~had~~floating ainterest ~~principal~~rate ~~balance~~under ofour ~~$318.4~~Senior ~~million~~Secured atCredit ~~the~~Facility ~~time,~~during ~~and~~the ~~recognized~~year aended ~~$9.4~~December ~~million~~31, ~~loss~~2023, oncompared ~~early~~to ~~retirement of debt resulting from~~ the ~~write-off~~year ofended ~~unamortized~~December ~~debt~~31, ~~issuance costs and original issue discount~~2022.

Income tax

WeThe ~~recorded~~ $242.50 thousand ~~million~~ of income tax ~~expense~~benefit during the year ended December 31, ~~2022~~2023, and ~~$17.0~~the ~~million of~~ income tax ~~benefit~~expense ~~during~~of $2.5 million for the year ended December 31, ~~2021.~~2022, ~~The~~were ~~$2.5~~primarily ~~million~~due ofto ~~income~~changes ~~tax~~in ~~expense~~valuation ~~during~~allowance ~~the~~for ~~year~~deferred ~~ended~~tax ~~December~~ assets.

40Adjusted EBITDA


	Year Ended December 31,				Change
	2023		2022
	(in thousands)
Reconciliation of net loss to adjusted EBITDA:
Net loss	$	(685,810)	$	(168,368)	$	(517,442)
Add:
Depreciation and amortization(1)	146,694		113,177		33,517
Interest expense	181,987		71,585		110,402
Income tax expense (benefit)	(42)		2,494		(2,536)

Non-cash, equity-based compensation and other expense(2)	45,558		38,260		7,298
Impairment of assets and loss on disposal of assets(3)	185,697		11,347		174,350
Changes in unrealized derivative instruments	(1,746)		(59)		(1,687)
Cash-based restructuring inclusive of related severance expense	6,553		—		6,553
Support Payments	2,050		23,985		(21,935)
Acquisition and integration costs and other	—		21,745		(21,745)
Effects of COVID-19	—		15,189		(15,189)
Effects of the war in Ukraine	—		5,051		(5,051)

Executive separation	—		20,813		(20,813)
Adjusted EBITDA	$	(119,059)	$	155,219	$	(274,278)

(1)2023 includes $1.2 million of accelerated leasehold improvement depreciation in connection with the restructuring expenses.

(2)2023 includes $11.8 million of non-cash equity-based compensation in connection with the restructuring expenses.

(3)2023 includes $103.9 million of goodwill impairment, $44.5 million of pre-tax impairment of assets expense related to previously capitalized costs for wood pellet production plants in development that were no longer probable of being completed, $21.7 million of impairment related to the permanent shut down of an underperforming dryer line at the Southampton plant and $0.2 million of impairment of right-of-use assets related to an office lease in connection with the restructuring expenses.

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~~31,~~We ~~2022~~generated ~~was~~negative ~~primarily~~adjusted ~~due~~EBITDA toof a$119.1 ~~change~~million infor ~~valuation~~the ~~allowance~~year ~~for~~ended ~~deferred~~December ~~tax~~31, ~~assets.~~2023, ~~The~~compared ~~income~~to ~~tax~~positive ~~benefit~~adjusted EBITDA of $17155.0 2 million for the year ended December 31, ~~2021~~2022. The $274.3 million decrease was ~~due~~primarily attributable to the ~~Conversion~~$251.6 million decrease in adjusted gross margin described under the heading “Adjusted gross margin and adjusted gross margin per metric ton” and the $24.3 million of expense related to legal and financial advisors in connection with our strategic review described under the heading “Selling, general, administrative, and development expenses.”

	Year Ended December 31,				Change
	2022		2021
	(in thousands)
Reconciliation of net loss to adjusted net loss:
Net loss	$	(168,368)	$	(145,271)	$	(23,097)
Acquisition and integration costs and other	21,745		32,608		(10,863)
Effects of COVID-19	15,189		—		15,189
Effects of the war in Ukraine	5,051		—		5,051
Support Payments	23,985		25,100		(1,115)
Executive separation	20,813		—		20,813
Early retirement of debt obligation	—		9,377		(9,377)
Adjusted net loss	$	(81,585)	$	(78,186)	$	(3,399)

	Year Ended December 31,				Change
	2022		2021
	(in thousands)
Reconciliation of net loss to adjusted EBITDA:
Net loss	$	(168,368)	$	(145,271)	$	(23,097)
Add:
Depreciation and amortization	113,177		91,966		21,211
Interest expense	71,585		56,497		15,088
Income tax expense (benefit)	2,494		(16,975)		19,469
Early retirement of debt obligation	—		9,377		(9,377)
Non-cash equity-based compensation and other expense	38,260		55,924		(17,664)
Loss on disposal of assets and impairment of assets	11,347		10,153		1,194
Changes in unrealized derivative instruments	(59)		(2,673)		2,614
Acquisition and integration costs and other	21,745		32,608		(10,863)
Effects of COVID-19	15,189		—		15,189
Effects of the war in Ukraine	5,051		—		5,051
Support Payments	23,985		25,100		(1,115)
Executive separation	20,813		—		20,813
Adjusted EBITDA	$	155,219	$	116,706	$	38,513

We generated adjusted EBITDA of $155.2 million for the year ended December 31, 2022 compared to $116.7 million for the year ended December 31, 2021. The $38.5 million increase was primarily attributable to the factors described above under the heading “Adjusted gross margin and adjusted gross margin per metric ton.” The increase in adjusted EBITDA of $38.5 million excludes $89.0 million recognized as inventory in connection with the Deferred Gross Margin Transactions.

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Distributable cash flow

The following is a reconciliation of adjusted EBITDA to distributable cash flow:

	Year Ended December 31,				Change
	2022		2021
	(in thousands)
Reconciliation of adjusted EBITDA to distributable cash flow attributable to Enviva:
Adjusted EBITDA	$	155,219	$	116,706	$	38,513
Less:
Interest expense, net of amortization of debt issuance costs, debt premium, original issue discount, and non-cash interest expense from the Deferred Gross Margin Transactions(1)	59,508		52,574		6,934
Maintenance capital expenditures	14,375		13,981		394
Distributable cash flow attributable to Enviva Inc.	81,336		50,151		31,185
Less: Distributable cash flow attributable to incentive distribution rights	—		19,030		(19,030)
Distributable cash flow attributable to Enviva Inc.	$	81,336	$	31,121	$	50,215

Liquidity and Capital Resources

Overview

~~Our~~Since ~~primary~~the ~~sources~~filing of ~~liquidity~~the ~~include~~Chapter ~~cash~~11 ~~and~~Cases ~~cash~~on ~~equivalent~~March ~~balances~~12, ~~cash generated from operations~~2024, ~~availability under~~ our ~~senior~~primary ~~secured~~sources ~~credit~~of ~~facility, and, from time to time, debt and equity offerings. Our primary~~ liquidity ~~needs~~include ~~are to fund working capital, service our debt, finance greenfield construction projects, growth initiatives, and maintenance capital expenditures, and pay dividends. We believe~~ cash ~~on hand~~balances, cash generated from ~~our~~ operations, and ~~the~~ availability ofunder ~~our~~the ~~senior~~DIP ~~secured~~Credit ~~credit~~Facility ~~facility~~described ~~will~~above bein ~~sufficient~~Recent toDevelopments ~~meet~~– ~~our~~DIP ~~primary~~Facility ~~liquidity~~and ~~requirements.~~in ~~However,~~Note ~~future~~13 ~~capital expenditures, such as expenditures made~~ in ~~relation~~the Notes to ~~acquisitions~~our ofConsolidated ~~plants~~Financial ~~or terminals~~Statements, ~~plant~~Short-Term ~~development~~Borrowings, ~~and/or~~Long-Term ~~plant~~Debt ~~expansion projects,~~ and ~~other~~Finance ~~cash~~Lease ~~requirements could be higher than we currently expect as a result of various factors~~Obligations. WeOur ~~regularly~~primary ~~monitor market conditions and our~~ liquidity needs ~~and~~are ~~from time~~ to ~~time~~fund ~~may~~working ~~raise~~capital, ~~additional~~to ~~funds~~service ~~through~~our debt, orto ~~equity~~invest ~~financing,~~in ~~through~~capital ~~private~~expenditures ~~investments~~for in the ~~company~~maintenance, orexpansion, ~~through~~and ~~other~~optimization ~~financing~~of ~~opportunities. Additionally,~~ our ~~ability~~existing toplant ~~generate~~and ~~sufficient~~terminal ~~cash~~assets, ~~from~~and ~~our~~to ~~operating~~complete ~~activities~~the ~~depends~~construction onof ~~our~~a ~~future~~wood ~~performance,~~pellet ~~which~~production isplant ~~subject~~in ~~to general economic~~Epes, ~~political,~~Alabama ~~financial,~~(“Epes ~~competitive,~~or ~~and~~the ~~other~~Epes ~~factors beyond our control~~plant”).

~~Our~~Excluding cash restricted for certain construction projects, our liquidity as of December 31, ~~2022~~2023, ~~which~~was ~~included~~$177.1 million. ~~cash~~As onof ~~hand~~July ~~and~~31, ~~availability~~2024 ~~under~~ our liquidity was $~~570~~358.07 million, ~~senior~~which ~~secured~~includes ~~credit~~$208.7 million ~~facility,~~of ~~was~~cash and $~~384~~150.1 0 million available under the DIP Facility.

Proceeds of the DIP Facility may be used only in connection with an approved budget (adjusted for agreed variances). The DIP Facility will be made available in up to five draws. The first draw of $150.0 million occurred on March 15, 2024, and an additional $100.0 million was drawn on June 3, 2024 and July 22, 2024. Each draw is subject to the satisfaction of certain conditions under the DIP Credit Agreement, including compliance with the milestones set forth in the RSA.

Borrowings under the DIP Facility bear interest at a rate equal to, at the Company’s option, (i) the alternate base rate plus 7% per annum or (ii) the adjusted SOFR rate plus 8% per annum. The Debtors are required to pay certain other agreed fees to the DIP Creditors and the agents under the DIP Credit Agreement.

The DIP Credit Agreement contains usual and customary affirmative and negative covenants and events of default for transactions of this type. In addition, the Debtors are required to maintain a minimum liquidity of $30.0 million.

There can be no assurance that funding sources will continue to be available, as our ability to generate cash flows from operations and our ability to continue to access the DIP Facility may be impacted by a variety of business, economic, legislative, financial, and other factors, which may be outside of our control.

Our consolidated financial statements have been prepared assuming that we will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors in possession under Chapter 11, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted by the Bankruptcy Code, for amounts other than those reflected in the accompanying consolidated financial statements. Further, the Plan could materially change the amounts and classifications of assets and liabilities reported in the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern or as a consequence of the Chapter 11 Cases.

As a result of our financial condition, the defaults under our debt agreements, and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists regarding our ability to continue as a going concern. We believe that, if we receive the approval of the Plan by the Bankruptcy Court and are able to successfully implement the Plan, among other factors, substantial doubt regarding our ability to continue as a going concern could be alleviated.

Cash Dividends

WeDuring ~~expect~~the tothree ~~continue~~months toended ~~pay~~March ~~regular~~31, ~~cash dividends to holders of our common stock. However~~2023, ~~the~~we ~~decision~~declared ~~to pay future cash~~ dividends ~~is solely within the discretion~~ of, ~~and~~$0.905 ~~subject~~per tocommon ~~approval~~share ~~by,~~totaling ~~our board of directors~~$60.9 million. ~~Our~~The ~~board~~Board ofevaluated ~~directors’ determination with respect to any such dividends, including~~ the ~~record~~Company’s ~~date,~~business ~~the~~strategy ~~payment~~and ~~date~~opportunities and ~~the~~determined ~~actual~~on ~~amount~~May ~~of the dividend~~2, ~~will~~2023 ~~depend~~to ~~upon~~suspend ~~our~~dividend ~~results~~payments of operations, financial condition, liquidity, capital requirements, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant at the time of such determinationindefinitely.

The former owners of our former sponsor have agreed to reinvest in our common stock all dividends from 9.0 million of the 16.0 million common units issued in connection with the Simplification Transaction for the dividends paid for the period beginning with the third quarter of 2021 through the fourth quarter of 2024.49

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Capital Requirements

We operate in a capital-intensive industry, which requires significant investments to develop and construct new production and terminal facilities, and maintain and upgrade our existing facilities. Our capital requirements primarily have consisted, and we anticipate will continue to primarily consist, of the following:

•Maintenance capital expenditures, which are cash expenditures incurred to maintain our long-term operating income or operating capacity. These expenditures typically include certain system integrity, compliance, and safety improvements; and

42•Growth capital expenditures, which are cash expenditures we expect will increase our operating income or operating capacity over the long term. Growth capital expenditures include acquisitions or construction of new capital assets, including new plants and ports, or capital improvements such as expansions to or improvements on our existing capital assets, as well as projects intended to extend the useful life of assets.

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•Growth capital expenditures, which are cash expenditures we expect will increase our operating income or operating capacity over the long term. Growth capital expenditures include acquisitions or construction of new capital assets or capital improvements such as additions to or improvements on our existing capital assets as well as projects intended to extend the useful life of assets.

The classification of capital expenditures as either maintenance or growth is made at the individual asset level during our budgeting process and as we approve, execute, and monitor our capital spending.

WeDuring ~~plan~~the toyear ~~invest~~ended ~~$365.0~~December 31, ~~million~~2023, towe invested $~~415~~301.0 3 million in capital expenditures. Included in our capital expenditures during 2023. Ofis ~~that~~spend ~~amount,~~associated wewith ~~expect~~the todevelopment ~~invest~~and ~~(1)~~construction ~~$295.0~~of ~~million~~the toEpes ~~$325.0~~plant ~~million~~as ~~primarily~~well onas ~~the~~capital ~~development~~improvements and ~~construction~~maintenance ofcapital ~~the~~spend ~~Epes~~across our portfolio of plant and port assets. In connection with our in-court restructuring process, we ceased development of the Bond plant. We intend to revisit our potential development of future plants, ~~(2)~~including ~~$50.0~~the ~~million~~Bond plant, when sufficient contracted customer demand materializes to ~~$70~~support the investment.0 ~~million~~We ~~primarily~~are onbeing ~~growth~~vigilant ~~projects,~~with cash management while we navigate through our leverage and ~~(3)~~liquidity ~~$20~~headwinds.0 ~~million~~We remain focused on ~~maintenance~~completing ~~capital~~the ~~expenditures.~~construction ~~During~~of the ~~year~~Epes ~~ended~~plant, ~~December~~as ~~31,~~well ~~2022,~~as wemaintaining ~~invested~~the ~~$217~~asset health of our current fleet of plants for optimal production.8 ~~million~~We intend to maintain momentum in a disciplined way; however, we will continue to re-evaluate all material capital expenditures as our situation evolves.

~~Our current financing strategy is to fund acquisitions and construction activities with a combination of cash from operations and debt.~~Debt

As of December 31, 2023, our total debt was $1.8 billion and primarily consisted of the debt facilities described in Note 13, in the Notes to our Consolidated Financial Statements, Short-Term Borrowings, Long-Term Debt and Finance Lease Obligations (the “Debt Instruments”). Our filing of the Chapter 11 Cases constituted an event of default and acceleration under each of the Debt Instruments, which provide that as a result of the filing of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable and as of December 31, 2023, substantially all debt has been reclassified to current. However, any efforts to enforce such payment obligations under the Debt Instruments were automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

As of ~~December~~ July 31, ~~2022~~2024, our ~~total~~primary debt ~~was~~facility is the $1500.60 million ~~billion~~DIP ~~and~~Facility, ~~primarily~~of ~~consisted~~which ~~of:~~$150.0 million was undrawn.

~~•$750.0~~Except ~~million~~where ~~aggregate~~otherwise ~~principal~~authorized ~~amount~~by ofthe ~~6.5%~~Final ~~senior~~DIP ~~unsecured~~Order, ~~notes~~collection ~~due~~or enforcement in ~~January~~respect ~~2026;~~of the Debt Instruments was stayed upon filing of the Chapter 11 Cases on March 12, 2024, and treatment of the claims arising therefrom will be addressed as part of the Plan.

•$436.0 million of revolver credit facility borrowings under a senior secured credit facility maturing in June 2027, bearing interest, at our option, at either a Term SOFR rate or at a base rate, in each case, plus an applicable margin;

•$31.4 million qualified New Markets Tax Credit Loans at a weighted average interest rate of 2.9%, maturing in June 2029;

•$250.0 million aggregate principal amount of 6.0% Exempt Facilities Revenue Bonds issued by The Industrial Development Authority of Sumter County, Alabama, the proceeds of which were loaned to the Company pursuant to a loan and guaranty agreement constituting a senior unsecured obligation, maturing in July 2052 with the option for holders to redeem at par 2032;

•$100.0 million aggregate principal amount of 7.75% Exempt Facilities Revenue Bonds issued by the Mississippi Business Finance Corporations, the proceeds of which were loaned to the Company pursuant to a loan and guaranty agreement constituting a senior unsecured obligation, maturing July 2047 with the option for holders to redeem at part in 2032; and

•$8.8 million 2.5 % promissory note, maturing in February 2023.

For additional information on our long-term debt, see Item 8. “Financial Statements and Supplemental Data,” Note 12, “Long-Term Debt and Finance Lease Obligations.”

Cash Flows

The following table sets forth a summary of our net cash flows from operating, investing, and financing activities for the years ended December 31, ~~2022~~2023 and ~~2021~~2022:

	Year Ended December 31,
	2022		2021
	2023		2022
	(in thousands)
Net cash (used in) provided by operating activities	$	(88,767)	$	33,390
Net cash used in operating activities	$	(65,796)	$	(88,767)
Net cash used in investing activities	(~~222~~301,~~847~~300)		(~~332~~222,~~322~~847)
Net cash provided by financing activities	~~544~~420,~~173~~245		~~249~~544,~~775~~173
Net increase (decrease) in cash, cash equivalents and restricted cash	$	232,559	$	(49,157)
Net increase in cash, cash equivalents and restricted cash	$	53,149	$	232,559

~~Cash (Used in) Provided by Operating Activities~~50

Net cash used in operating activities was $88.8 million and net cash provided by operating activities was $33.4 million for the years ended December 31, 2022 and 2021, respectively. The $122.2 million decrease in cash provided by operating activities during the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to a

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~~decrease~~Cash inUsed ~~cash from changes~~ in ~~operating~~Operating assets and liabilities of $133.9 million. The decrease in cash from operating assets and liabilities is composed primarily of $95.3 million related to finished goods inventory resulting from the Deferred Gross Margin Transactions (see above, “Contracts as a Financing Arrangement (“Deferred Gross Margin Transactions”)”), a $87.4 million decrease related to accounts receivable due to the timing of product delivery, and $39.2 million paid to certain customers during 2022 to reschedule and/or re-price their take-or-pay off-take contracts. The projected product sales to these certain customers and the weighted-average remaining term under these customers’ contracts are $14.6 billion and 13.8 years, respectively. These outflows of cash were offset by cash generated from changes in other operating assets and liabilities, primarily composed of a $38.5 million change in accounts payable, accrued liabilities, and other current liabilities, a $19.3 million change in inventories not related to the Deferred Gross Margin Transactions (see above, “Contracts as a Financing Arrangement (“Deferred Gross Margin Transactions”)”), and a $18.9 million increase in interest payable. The overall decrease in cash from changes in operating assets and liabilities was partially offset by an increase in cash from net loss adjusted for non-cash items of $21.3 million. Additionally, $102.3 million of cash received as payment for approximately 450,000 MT of wood pellets sold and delivered in the fourth quarter of 2022 in connection with the Deferred Gross Margin Transactions (see above, “Contracts as a Financing Arrangement (“Deferred Gross Margin Transactions”)”) is included in cash provided by financing activities.Activities

Net cash used in operating activities was $65.8 million and $88.8 million for the years ended December 31, 2023 and 2022, respectively, a $23.0 million favorable change. Excluding a $189.5 million loss recorded following the expiration of the Standstill Agreement (see above, “Accounting for Wood Pellets Sale Contracts as a Financing Arrangement (“Q4 2022 Transactions”)”), there was a $33.2 million favorable change in working capital during the year ended December 31, 2023, compared to the year ended December 31, 2022. The favorable change in working capital was primarily due to an increase in deferred revenue partially offset by higher inventory on hand as of December 31, 2023, compared to December 31, 2022. Offsetting the favorable change in working capital, excluding the $189.5 million loss recorded following the expiration of the Standstill Agreement, was an unfavorable change of $10.3 million in net loss excluding non-cash items during the year ended December 31, 2023, compared to the year ended December 31, 2022.

Cash Used in Investing Activities

Net cash used in investing activities was $~~222~~301.83 million and $~~332~~222.38 million for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. The $~~109~~78.5 million ~~decrease~~increase in cash used in investing activities during the year ended December 31, ~~2022~~2023, compared to the year ended December 31, ~~2021~~2022 was primarily due to the ~~timing~~construction of ~~capital expenditures at~~ the ~~Lucedale plant, Pascagoula terminal, construction at the~~ Epes plant~~, and on various expansion projects~~.

Cash Provided by Financing Activities

Net cash provided by financing activities was $~~544~~420.2 million and $~~249~~544.82 million for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. The $~~294~~123.49 million ~~increase~~decrease in net cash provided by financing activities in ~~2022~~2023, as compared to ~~2021~~2022, was primarily attributable to a decrease of $105.1 million in ~~cash~~proceeds ~~used~~from todebt ~~acquire~~issuance anet ~~noncontrolling~~of ~~interest~~repayment of debt, a $~~153~~84.3 8 million, andecrease ~~increase~~ in proceeds from the issuance of ~~common shares or units of $118.2 million~~equity, ana ~~increase~~decrease in proceeds from the sale of ~~approximately 450,000 MT of~~ wood pellets sold ~~and delivered~~ in ~~the fourth quarter of 2022 in~~ connection with the ~~Deferred~~Q4 ~~Gross~~2022 ~~Margin~~ Transactions (see above, “Accounting for Wood Pellets Sale Contracts as a Financing Arrangement (“~~Deferred~~Q4 ~~Gross~~2022 ~~Margin~~ Transactions”)”) of $~~102~~74.3 1 million, a ~~$12.8~~decrease ~~million~~of ~~capital~~Support ~~contribution~~Payments inof ~~the~~$14.0 million. ~~NMTC~~Offsetting ~~financing~~the ~~transaction,~~above ~~partially~~was ~~offset by~~ a ~~decrease~~favorable ofchange ~~$13.1 million~~ in ~~proceeds~~cash ~~from~~provided ~~debt~~by ~~issuance~~financing ~~net~~activities ofdue ~~repayment~~to ofa ~~debt,~~decrease ~~an increase~~ in cash dividends or distributions ~~and~~ equivalent rights of $95154.1 0 million~~, a $5~~.~~9 million increase of tax withholding payments associated with the settlement of restricted stock unit awards that vested pursuant to our LTIP, and a $2.5 million increase in debt issuance costs.~~

Off‑Balance Sheet Arrangements

As of December 31, ~~2022~~2023, we did not have any off‑balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S‑K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or a variable interest in unconsolidated entities.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices. Historically, our risks have been predominantly related to potential changes in the fair value of our long-term debt due to fluctuations in applicable market interest rates. Our market risk exposure is expected to be limited to risks that arise in the normal course of business, as we do not engage in speculative, non‑operating transactions, nor do we use financial instruments or derivative instruments for trading purposes.

Interest Rate Risk

As of December 31, ~~2022~~2023, our total debt had a carrying and fair value of $1.6 8 billion and $1.52 billion, respectively.

We are exposed to fluctuations in interest rates on borrowings under our senior secured credit facility. Borrowings under the senior secured credit facility bear interest, at our option, at either a base rate plus an applicable margin or at a Term SOFR rate plus an applicable margin.

We may enter into derivative instruments to manage cash flow. We do not enter into derivative instruments for speculative or trading purposes. We may seek to mitigate a portion of our interest rate risk through interest rate swaps. As of December 31, ~~2022~~2023, we had no interest rate swaps outstanding. Previously, we entered into pay-fixed, receive-variable interest rate swaps that expired in September 2021 and October 2021 to hedge interest rate risk associated with variable rate borrowings under our senior secured credit facility. The interest rate swaps are not designated and accounted for as cash flow hedges. The counterparty to our interest rate swap agreements are major financial institutions.

There can be no assurance that our interest rate risk-management practices, if any, will eliminate or substantially reduce risks associated with fluctuating interest rates. For more information, please read Part I, Item 1A “Risk Factors—Our exposure to risks associated with foreign currency and interest rate fluctuations, as well as ~~the~~any hedging arrangements we may enter into to mitigate those risks, could have an adverse effect on our financial condition and results of operations.”

Credit Risk

Substantially all of our revenue was from long-term, take-or-pay off-take contracts with ~~seven customers for the year ended December 31~~four, ~~2022~~seven and five customers for the years ended December 31, ~~2021~~2023, 2022 and ~~2020~~2021, respectively. During the year ended December 31, ~~2022~~2023, most of our customers were major power generators in Europe. This concentration of counterparties operating in a single industry and geographic area results in an exposure to credit risk, in that the counterparties may be similarly affected by changes in economic, political, regulatory or other conditions. If a customer defaults or if any of our contracts expire in accordance with their terms, and we are unable to renew or replace these contracts, our gross margin and cash flows, as well as our ability to make cash dividends to our stockholders, may be adversely affected. Although we ~~have~~had entered into hedging arrangements in order to minimize our exposure to fluctuations in foreign currency exchange and interest rates, our derivatives also ~~expose~~exposed us to credit risk to the extent that counterparties may be unable to meet the terms of our hedging agreements. For more information, please read Part I, Item 1A “Risk Factors—Our exposure to risks associated with foreign currency and interest rate fluctuations, as well as ~~the~~any hedging arrangements we may enter into to mitigate those risks, could have an adverse effect on our financial condition and results of operations” and — “We expect to derive ~~substantially~~the ~~all~~majority of our revenues from ~~six~~four customers in ~~2023~~2024, ~~four~~three of which are located in Europe. If we fail to continue to diversify our customer base, our results of operations, business and financial position ~~and ability to pay dividends to our stockholders~~ could be materially adversely affected.”

Foreign Currency Exchange Risk

We primarily are exposed to fluctuations in foreign currency exchange rates related to contracts pursuant to which deliveries of wood pellets will be settled in foreign currency. WeFrom ~~have~~time ~~entered~~to time, we may enter into forward contracts and ~~purchased~~purchase options to hedge a portion of our forecasted revenue for these customer contracts.

As of December 31, ~~2022~~2023, we had no forward contracts or purchased options outstanding and no notional amounts ofunder 15foreign currency forward contracts.~~3 million~~ ~~British~~As ~~Pound~~of ~~Sterling~~December 31, ~~(“GBP”)~~2023 and ~~2.3 million~~2022, ~~Euro~~no ~~(“EUR”)~~unrealized ~~under~~amounts associated with foreign currency forward contracts ~~that~~and ~~expire~~foreign ~~between~~currency ~~2023~~purchased ~~and~~options ~~2024~~were included in other comprehensive income.

~~Historically,~~We wedo ~~designated~~not ~~and~~utilize ~~accounted~~foreign ~~for~~exchange ~~forward~~ contracts ~~and~~for ~~purchased~~speculative ~~options~~or astrading ~~cash~~purposes. ~~flow~~The ~~hedges~~counterparties ofto ~~anticipated~~such foreign ~~currency~~exchange ~~denominated~~contracts ~~revenue~~are ~~and,~~major ~~therefore,~~financial ~~the~~institutions. ~~effective~~There ~~portion~~can ofbe ~~the~~no ~~changes~~assurance inthat ~~fair~~such ~~value~~hedging onarrangements ~~these~~or ~~instruments~~other ~~was~~foreign ~~recorded~~exchange asrate arisk-management ~~component~~practices, ofif ~~accumulated~~any, ~~other~~will ~~comprehensive~~eliminate ~~income~~or insubstantially ~~equity~~reduce ~~and~~risks ~~was~~associated ~~reclassified~~with toour ~~revenue~~exposure into ~~the~~fluctuating ~~consolidated~~foreign ~~statements~~exchange ofrates. ~~operations~~For inmore ~~the~~information, ~~same~~please ~~period~~read inPart ~~which~~I, ~~the~~Item ~~underlying~~1A ~~revenue~~“Risk ~~transactions~~Factors—Our ~~occurred.~~exposure ~~During~~to ~~the~~risks ~~third~~associated ~~quarter~~with offoreign ~~2018,~~currency weand ~~elected~~interest torate ~~discontinue~~fluctuations, ~~hedge~~as ~~accounting~~well ~~for~~as ~~all~~any ~~designated~~hedging ~~foreign~~arrangements ~~currency~~we ~~cash~~may ~~flow~~enter ~~hedges~~into ~~and,~~to asmitigate athose ~~result~~risks, wecould ~~had~~have noan ~~unrealized~~adverse ~~loss~~effect ~~(gain)~~on ~~associated~~our ~~with~~financial ~~foreign~~condition ~~currency forward contracts~~ and ~~foreign~~results ~~currency~~of ~~purchased~~ operations.”

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options in accumulated other comprehensive income. At December 31, 2022 and 2021, no unrealized amounts associated with foreign currency forward contracts and foreign currency purchased options were included in other comprehensive income.

We do not utilize foreign exchange contracts for speculative or trading purposes. The counterparties to our foreign exchange contracts are major financial institutions. There can be no assurance that our hedging arrangements or other foreign exchange rate risk-management practices, if any, will eliminate or substantially reduce risks associated with our exposure to fluctuating foreign exchange rates. For more information, please read Part I, Item 1A “Risk Factors—Our exposure to risks associated with foreign currency and interest rate fluctuations, as well as the hedging arrangements we may enter into to mitigate those risks, could have an adverse effect on our financial condition and results of operations.”

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

ENVIVA INC. AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			4854
Consolidated Balance Sheets			5057
Consolidated Statements of Operations			5158
Consolidated Statements of Comprehensive Loss			5259
Consolidated Statements of Changes in Equity			53
Consolidated Statements of Changes in (Deficit) Equity			60
Consolidated Statements of Changes in Equity (continued)			5461
Consolidated Statements of Cash Flows			5562
Consolidated Statements of Cash Flows (continued)			5663
Notes to Consolidated Financial Statements			5764

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Enviva Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Enviva Inc. and subsidiaries (the Company) as of December 31, ~~2022~~2023 and ~~2021~~2022, the related consolidated statements of operations, comprehensive loss, changes in (deficit) equity and cash flows for each of the three years in the period ended December 31, ~~2022~~2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and cash flows for each of the three years in the period ended December 31, ~~2022~~2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, ~~2022~~2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated ~~March~~October 13, ~~2023~~2024 expressed an adverse opinion thereon.

The Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Court and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate ~~opinion~~opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Description of the Matter Completeness of Revenue from Off-Take ContractsAs discussed in Note 2 to the consolidated financial statements, the Company earns revenue through off-take contracts that are primarily long-term take-or-pay contracts that include a defined volume of wood pellets that the customer is required to purchase on an annual basis as well as through shorter-term contracts, which may only include one specific shipment. Revenue on these contracts is recognized when control transfers to the customer at the time of loading wood pellets onto a ship.Auditing the measurement of revenue at year-end required especially challenging auditor judgment and more extensive audit procedures, including the use of specialists, due to the complexity of determining the quantity of wood pellets transferred to the customer at the end of the year.54

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How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over revenue cut-off for off-take contracts. For example, we tested controls over management’s review of third-party survey results and inventory cutoff at year-end.Our audit procedures included, among others, evaluating the work of management’s third-party specialist to survey all partially loaded ships at year end to assist in determining the amount of pellets transferred to customers at the end of year. We also performed observations of finished goods held by the Company at or near year-end, and tested management’s roll-forward of pellets to year-end. We also made inquiries of employees outside of the accounting department to corroborate the completeness of the vessels being loaded at year-end and inspected a sample of shipping and receiving documentation to test that pellets shipped near year-end were recognized in the appropriate period based on the date of shipment.
						Accounting for Wood Pellet Off-Take Contracts
Description of the Matter						~~Recoverability~~As ~~Assessment for Customer AssetsAs~~ discussed in Note 34 and 5 to the consolidated financial statements, the Company ~~has~~primarily ~~recognized~~earns ~~customer~~revenue ~~assets~~through oflong-term ~~$140.8~~take-or-pay ~~million~~off-take ~~related~~contracts towhich ~~payments~~include ~~made,~~a ordefined ~~payable,~~volume toof ~~certain~~wood ~~customers~~pellets that the customer is required to ~~modify~~purchase ~~the~~on ~~terms~~an ofannual ~~long~~basis as well as through shorter-term ~~take~~off-~~or-pay~~take contracts, towhich ~~cancel,~~may ~~reschedule~~only ~~and/or~~include ~~re-price~~one ~~volumes~~shipment. ~~The~~Additionally, the Company ~~amortizes~~enters ~~these~~into ~~customer~~contracts ~~assets~~or ascontract aamendments ~~reduction~~whereby tothe ~~transaction~~Company ~~price~~may, asamong ~~control~~others, of(1) ~~the~~purchase ~~related~~wood pellets ~~under~~from ~~the~~third-party ~~contract~~suppliers ~~are~~and ~~transferred~~resell them in back-to-back ~~the~~transactions, ~~customer.~~(2) ~~The~~purchase wood pellets from customers with whom the Company ~~tests~~also ~~these~~has ~~assets~~long-term ~~for~~take-or-pay ~~recoverability~~off-take bycontracts ~~comparing~~or (3) modify the ~~amount~~timing of ~~consideration~~delivery, ~~expected~~specifications and/or price of pellets to be ~~received~~delivered inunder ~~the~~its ~~future~~off-take ~~from~~contracts. ~~the~~Upon ~~modified~~entering ~~take-or-pay~~into a contract toor amendment, the ~~estimated~~Company ~~future~~performs ~~costs~~an ~~that~~analysis ~~relate directly~~ to ~~providing~~determine whether the ~~remaining~~contract ~~volume~~(1) represents a contract modification of ~~pellets~~an ~~under~~existing ~~the~~customer contract. ~~Auditing~~that ~~management’s~~may ~~assessment~~change of the ~~recoverability~~timing and pattern of ~~the~~revenue ~~customer~~recognition ~~assets~~under ~~involved~~a previous off-take contract (2) includes a ~~high~~repurchase ~~degree~~obligation that would result in the recognition of ~~subjective~~a ~~auditor~~repurchase ~~judgment~~liability, ~~due~~or to(3) ~~the~~represents ~~estimation~~an ~~uncertainty~~exchange inof ~~determining~~product in the ~~expected~~ordinary ~~future~~course ~~cost~~ of ~~producing~~business ~~and~~to ~~delivering~~facilitate ~~the~~a ~~remaining~~sale ~~pellets~~to ~~under~~a ~~the~~customer ~~respective~~that ~~long-term~~is ~~take-or-pay~~recognized ~~contracts.~~at ~~Significant~~the ~~assumptions~~carrying ~~used~~value inof the pellets transferred.Auditing the Company’s ~~recoverability~~determination ~~test~~of ~~included~~the ~~estimates~~appropriate ofaccounting ~~commodity~~for ~~prices,~~these ~~supply~~contracts ~~sources,~~ and ~~shipping~~amendments ~~and~~involved ~~distribution~~complex ~~costs.~~auditor ~~Auditing~~judgement ofto ~~these~~assess ~~assets~~the ~~was~~business ~~also~~purpose ~~especially~~of ~~challenging~~the ~~due~~contracts toor ~~the~~amendments ~~material~~in ~~weakness~~order ~~identified~~to byevaluate the ~~Company~~appropriate ~~over~~applicable ~~the~~accounting. ~~recoverability~~For ~~assessment~~example, auditing management’s determination of ~~these~~whether ~~assets.~~contracts ~~The~~were ~~material~~negotiated ~~weakness~~as ~~required~~a anpackage ~~increased~~with ~~extent~~a ofsingle ~~audit~~commercial ~~effort~~objective or were entered into to ~~test~~facilitate the ~~reasonableness~~sale of ~~the~~wood ~~assumptions~~pellets ~~used~~to incustomers other than parties to the ~~recoverability~~exchange, ~~assessment~~required judgement.
How We Addressed the Matter in Our Audit						ToWe ~~test~~obtained an understanding, evaluated the ~~customer~~design ~~asset~~and ~~recoverability~~tested ~~assessment~~the operating effectiveness of controls over the Company’s off-take contract accounting analysis, weincluding ~~performed~~controls over the evaluation of new and amended off-take contracts. Our audit procedures ~~that~~ included, among others, ~~assessing~~evaluating the ~~methodologies~~Company’s ~~and~~assessment ~~testing~~of the ~~significant~~accounting ~~assumptions,~~for ~~including~~its ~~the~~off-take ~~estimates~~contracts, ofinspecting ~~commodity~~contracts ~~prices,~~entered ~~supply~~into ~~sources,~~or ~~and~~amended ~~shipping~~during ~~and~~the ~~distribution costs~~period, ~~used~~and byevaluating the Company’s ininterpretation ~~its~~of ~~analysis.~~certain Wecontact ~~compared~~provisions. ~~the~~For ~~significant~~example, ~~assumptions~~we ~~used~~reviewed bythe ~~management~~Company’s tocontract ~~current~~analysis and ~~historical~~relevant ~~shipping~~accounting ~~and~~conclusions ~~distribution~~for ~~costs,~~a ~~sources~~sample of ~~supply,~~new and ~~forward~~amended ~~commodity~~contracts ~~pricing~~entered into during the period. We also ~~performed~~inquired ~~sensitivity~~of ~~analyses~~non-accounting topersonnel ~~determine~~at ifthe ~~changes~~Company inresponsible ~~the~~for ~~significant~~negotiating ~~assumptions~~the ~~would~~contracts ~~impact~~in ~~management’s~~order ~~conclusions~~to onunderstand the ~~recoverability~~nature of the ~~customer~~explicit ~~assets.~~and ~~Because~~implicit promised goods and services and the business purpose of the ~~material~~contracts ~~weakness~~and/or amendments. Furthermore, we ~~performed~~validated ~~incremental~~the ~~audit~~completeness ~~procedures,~~and ~~for~~existence ~~instance,~~of byagreements ~~increasing~~with ~~our~~a sample ~~size~~of ~~related~~customers tothrough ~~customer~~obtaining ~~asset~~confirmations ~~and~~directly ~~performing~~from ~~additional~~the ~~sensitivity~~Company’s ~~analysis~~customers.


						Recoverability Assessment for Customer Assets
Description of the Matter						As discussed in Note 5 to the consolidated financial statements the Company has recognized customer assets of $100.3 million related to payments made, or payable, to certain customers to modify the terms of long-term take-or-pay off-take contracts to cancel, reschedule and/or re-price volumes. The Company amortizes these customer assets as a reduction to transaction price as control of the related pellets under the contract are transferred to the customer. The Company tests these assets for recoverability by comparing the amount of consideration expected to be received in the future from the modified take-or-pay off-take contracts to the estimated future costs that relate directly to providing the remaining volume of pellets under the contracts. Auditing the Company’s assessment of the recoverability of the customer assets involved a high degree of subjective auditor judgment due to the estimation uncertainty in determining the expected future cost of producing and delivering the remaining pellets under the respective long-term take-or-pay contracts. Significant assumptions used in the Company’s recoverability test included estimates of supply sources, wood pellet production costs, manufacturing throughput volumes and overhead costs. Auditing these assets was especially challenging due to the material weakness identified by the Company over the evaluation of the recoverability of customer assets. This material weakness required an increased extent of audit effort to test the reasonableness of the assumptions used in the recoverability assessment.

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How We Addressed the Matter in Our Audit						To test the customer asset recoverability assessment, we performed audit procedures that included, among others, assessing the methodologies and testing the significant assumptions, including the estimates of supply sources, wood pellet production costs, manufacturing throughput volumes, and overhead costs, used by the Company in its analysis. We compared the significant assumptions used by management to current and historical wood pellet production costs, manufacturing throughput volumes, sources of supply, and overhead costs. We also performed sensitivity analyses to determine if changes in the significant assumptions would impact management’s conclusions on the recoverability of the customer assets. Because of the material weakness, we performed incremental audit procedures, for instance, by performing additional sensitivity analyses and increasing the number of assets subject to audit procedures.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2019.

Tysons, Virginia

~~March~~October 13, ~~2023~~2024

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Consolidated Balance Sheets

December 31, ~~2022~~2023 and ~~2021~~2022

(In thousands, except par value and number of shares)

	2022		2021
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	3177,~~417~~119	$	163,~~801~~417
Restricted cash	—127,107		~~1,717~~—
Accounts receivable	169,847		97,439
Accounts receivable, net	214,907		169,847
Other accounts receivable	811,~~950~~029		178,~~826~~950
Inventories	158,884		57,717
Inventories, net	69,763		158,884
Short-term customer assets	2118,~~546~~887		—21,546
Prepaid expenses and other current assets	723,~~695~~317		7,~~230~~695
Total current assets	~~370~~642,~~339~~129		~~198~~370,~~730~~339
Property, plant, and equipment, net	1,~~584~~674,~~875~~987		1,~~498~~584,~~197~~875
Operating lease right-of-use assets	~~102~~96,~~623~~735		~~108~~102,~~846~~623
Goodwill	~~103,928~~—		103,928
Long-term restricted cash	~~247,660~~—		—247,660
Long-term customer assets	~~118~~81,~~496~~404		—118,496
Other long-term assets	2335,~~519~~554		1423,~~446~~519
Total assets	$	2,~~551~~530,~~440~~809	$	12,~~924~~551,~~147~~440
Liabilities and Equity
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	3724,~~456~~343	$	2937,~~535~~456
Accrued and other current liabilities	~~146~~174,~~497~~929		~~163~~146,~~306~~497
Customer liabilities	75365,~~230~~290		—75,230
Current portion of interest payable	3244,~~754~~488		2532,~~060~~754
Current portion of long-term debt and finance lease obligations	201,~~993~~806,585		3920,~~105~~993
Deferred revenue	3210,~~840~~455		—32,840
Financial liability pursuant to repurchase accounting	~~111,913~~—		—111,913
Total current liabilities	~~457~~2,~~683~~426,090		~~257~~457,~~006~~683
Long-term debt and finance lease obligations	116,~~571,766~~300		1,~~232~~571,~~441~~766
Long-term operating lease liabilities	~~115~~109,~~294~~226		~~122~~115,~~252~~294
Deferred tax liabilities, net	2,~~107~~033		362,107
Long-term deferred revenue	4187,~~728~~805		~~594~~41,728
Other long-term liabilities	7649,~~106~~853		4176,~~154~~106
Total liabilities	2,~~264~~691,~~684~~307		12,~~653~~264,~~483~~684
Commitments and contingencies
Equity:
Shareholders’ Equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized, none issued and outstanding at December 31, 2022 and 2021.	—		—
Preferred stock, $0.001 par value, 100,000,000 shares authorized, none issued and outstanding at December 31, 2023 and 2022	—		—
Common stock, $0.001 par value, 600,000,000 shares authorized, 66,966,092 and 61,137,744 issued and outstanding at December 31, 2022 and 2021, respectively.	67		61
Common stock, $0.001 par value, 600,000,000 shares authorized, 74,553,585 and 66,966,092 issued and outstanding at December 31, 2023 and 2022, respectively	74		67
Additional paid-in capital	~~502~~741,~~554~~133		~~317~~502,~~998~~554
Accumulated deficit	(~~168~~854,~~307~~301)		—(168,307)
Accumulated other comprehensive income	~~197~~167		~~299~~197
Total Enviva Inc.’s equity	334,511		318,358
Total Enviva Inc.’s (deficit) equity	(112,927)		334,511
Noncontrolling interests	(47,~~755~~571)		(47,~~694~~755)
Total equity	286,756		270,664
Total shareholders’ (deficit) equity	(160,498)		286,756
Total liabilities and equity	$	2,551,440	$	1,924,147
Total liabilities and shareholders' equity	$	2,530,809	$	2,551,440

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Operations

Years ended December 31, ~~2022~~2023, ~~2021,~~2022 and ~~2020~~2021

(In thousands, except per share or per unit amounts)

	2022		2021		2020
	2023		2022		2021
Product sales	$	1,079,814	$	999,190	$	830,528
Net revenue	$	1,177,853	$	1,094,276	1,041,678
Other revenue	14,462		42,488		44,434
Net revenue	1,094,276		1,041,678		874,962
Operating costs and expenses:
Cost of goods sold, excluding items below	~~927~~1,~~453~~218,111		~~861~~927,~~703~~453		~~711~~861,~~248~~703
Loss on disposal of assets	8,607		10,153		8,715
Goodwill impairment	103,928		—		—
Selling, general, administrative, and development expenses	119,713		175,108		129,537
Impairment of assets	66,150		—		—
Executive separation	20,813		—		—
Loss on disposal of assets	15,067		8,607		10,153
Depreciation and amortization	113,177		91,966		85,892
Selling, general, administrative, and development expenses	117,179		119,713		175,108
Total operating costs and expenses	1,189,763		1,138,930		935,392
Restructuring inclusive of related severance expenses	19,842		—		—
Loss from operations	(95,487)		(97,252)		(60,430)
Executive separation	—		20,813		—
Depreciation and amortization	145,446		113,177		91,966
Total operating costs and expenses	1,685,723		1,189,763		1,138,930
Loss from operations	(507,870)		(95,487)		(97,252)
Other (expense) income:
Interest expense	(71102,~~585~~677)		(5662,~~497~~013)		(4556,~~996~~497)
Early retirement of debt obligation	—		(9,377)		—
Interest expense on repurchase accounting	(79,310)		(9,572)		—
Other income, net	1,198		880		271
Total interest expense	(181,987)		(71,585)		(56,497)
Total other expense, net	(70,387)		(64,994)		(45,725)
Early retirement of debt obligation	—		—		(9,377)
Net loss before income taxes	(165,874)		(162,246)		(106,155)
Other income, net	4,005		1,198		880
Income tax expense (benefit)	2,494		(16,975)		169
Total other expense, net	(177,982)		(70,387)		(64,994)
Net loss	(168,368)		(145,271)		(106,324)
Net loss before income taxes	(685,852)		(165,874)		(162,246)
Less net loss attributable to noncontrolling interests	61		23,202		20,034
Income tax (benefit) expense	(42)		2,494		(16,975)
Net loss attributable to Enviva Inc.	$	(168,307)	$	(122,069)	$	(86,290)
Net loss	(685,810)		(168,368)		(145,271)
Less net (income) loss attributable to noncontrolling interests	(184)		61		23,202
Net loss attributable to Enviva Inc.	$	(685,994)	$	(168,307)	$	(122,069)
Net loss per Enviva Inc. common share or unit:(1)
Basic and diluted	$	(29.5964)	$	(42.7659)	$	(54.3976)
Weighted-average number of common shares or units outstanding:
Basic and diluted	6671,~~312~~236		2566,~~632~~312		1625,~~000~~632

(1) Effective December 31, 2021, common units were converted into common shares due to the conversion from a partnership to a corporation.

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Comprehensive Loss

Years ended December 31, ~~2022~~2023, ~~2021~~2022 and ~~2020~~2021

(In thousands)

	2022		2021		2020
	2023		2022		2021
Net loss	$	(~~168~~685,~~368~~810)	$	(~~145~~168,~~271~~368)	$	(~~106~~145,~~324~~271)
Other comprehensive income (loss), net of tax of $0:
Other comprehensive (loss) income, net of tax of $0:
Currency translation adjustment	(~~102~~30)		37(102)		9837
Reclassification of net gains on cash flow hedges realized into net loss	—		—		(22)
Total other comprehensive (loss) income	(30)		(102)		37
Total other comprehensive (loss) income	(102)		37		76
Total comprehensive loss	(685,840)		(168,470)		(145,234)
Total comprehensive loss	(168,470)		(145,234)		(106,248)
Less comprehensive (loss) income attributable to noncontrolling interests	(184)		61		23,202
Less comprehensive loss attributable to noncontrolling interests	61		23,202		20,034
Comprehensive loss attributable to Enviva Inc.	$	(686,024)	$	(168,409)	$	(122,032)
Comprehensive loss attributable to Enviva Inc.	$	(168,409)	$	(122,032)	$	(86,214)

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Changes in Shareholders’ Equity

~~Year~~Years Ended December 31, 2023 and 2022

(In thousands)

	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Equity (Deficit) Attributable to Enviva Inc.		~~NoncontrollingInterests~~Noncontrolling Interests		Total Shareholders’ Equity (Deficit)
	Shares	Amount
Equity, December 31, 2021	61,138	$	61	$	317,998	$	—	$	299	$	318,358	$	(47,694)	$	270,664
Shareholders' equity, December 31, 2021	61,138	$	61	$	317,998	$	—	$	299	$	318,358	$	(47,694)	$	270,664
Dividends declared	—	—		(244,857)		—		—		(244,857)		—		(244,857)
Issuance of common shares, net	4,945	5		332,720		—		—		332,725		—		332,725
Common shares issued in lieu of dividends	496	—		33,187		—		—		33,187		—		33,187
Payments for withholding tax and number of shares issued associated with Long-Term Incentive Plan vesting	387	1		(16,908)		—		—		(16,907)		—		(16,907)
Non-cash equity-based compensation and other costs	—	—		56,575		—		—		56,575		—		56,575
Support Payments	—	—		23,839		—		—		23,839		—		23,839
Other comprehensive loss	—	—		—		—		(102)		(102)		—		(102)
Net loss	—	—		—		(168,307)		—		(168,307)		(61)		(168,368)
Equity, December 31, 2022	66,966	$	67	$	502,554	$	(168,307)	$	197	$	334,511	$	(47,755)	$	286,756
Shareholders' equity, December 31, 2022	66,966	$	67	$	502,554	$	(168,307)	$	197	$	334,511	$	(47,755)	$	286,756
Dividends declared	—	—		(60,885)		—		—		(60,885)		—		(60,885)
Dividend equivalent rights on performance-based restricted stock units forfeited and not expected to be paid	—	—		2,545		—		—		2,545		—		2,545
Common shares issued in lieu of dividends	188	—		8,698		—		—		8,698		—		8,698
Issuance of Series A Preferred Stock and subsequent conversion to common shares	6,605	6		247,894		—		—		247,900		—		247,900
Payments for withholding tax and number of shares issued associated with Long-Term Incentive Plan vesting	795	1		(15,860)		—		—		(15,859)		—		(15,859)
Non-cash equity-based compensation and other costs	—	—		46,366		—		—		46,366		—		46,366
Support Payments	—	—		9,821		—		—		9,821		—		9,821
Other comprehensive loss	—	—		—		—		(30)		(30)		—		(30)
Net loss	—	—		—		(685,994)		—		(685,994)		184		(685,810)
Shareholders' equity, December 31, 2023	74,554	$	74	$	741,133	$	(854,301)	$	167	$	(112,927)	$	(47,571)	$	(160,498)

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Changes in Equity (Continued)

~~Years~~Year ended December 31, 2021 ~~and 2020~~

(In thousands)

	Previous Units Existing until the Recapitalization of Enviva Inc.(1)																Current Units Created by the Recapitalization(1)								Equity Attributable to Enviva Inc.		Noncontrolling Interests		Total Equity
	Series A			Series B(1)			Common Units			Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Equity Attributable to Enviva Inc.		Noncontrolling Interests		Total Shareholders’ Equity
	Series A			Series B			Series C			Series D			Series E				Series A				Series B(2)
	Units	Amount		Units	Amount		Units	Amount		Shares	Amount
	Units	Amount		Units	Amount		Units	Amount		Units	Amount		Units		Amount		Units		Amount		Units		Amount
Equity, December 31, 2020	784,980	$	(92,703)	2,500	$	13,865	—	$	—	—	$	—	$	—	$	—	$	—	$	(78,838)	$	488,498	$	409,660
Equity, December 31, 2019	250,000	$	74,031	14,063	$	(5,274)	6,045	$	1,200	113,172	$	(14,256)	1,115		$	386	—		—		—		—		$	56,087	$	301,169	$	357,256
Acquisition of noncontrolling interest	—	(45,388)		—	—		—	—		—	—		—		—		—		(45,388)		(108,031)		(153,419)
Acquisition of noncontrolling interest in Greenwood	—	(41,445)		—	(2,331)		—	—		—	(18,762)		—		—		—		—		—		—		(62,538)		(31,121)		(93,659)
Issuance of Enviva Partners, LP common units prior to the Simplification Transaction, net	—	—		—	—		—	—		—	—		—		—		—		—		214,510		214,510
Other comprehensive income prior to recapitalization	—	18		—	1		—	—		—	9		—		—		—		—		—		—		28		—		28
Cash distributions prior to the Simplification Transaction	—	—		—	—		—	—		—	—		—		—		—		—		(71,471)		(71,471)
Net loss prior to recapitalization	—	(32,597)		—	(1,834)		—	—		—	(14,756)		—		—		—		—		—		—		(49,187)		—		(49,187)
Non-cash equity-based compensation and other costs prior to the Simplification Transaction	—	—		6,900	23,833		—	—		—	—		—		—		—		23,833		5,191		29,024
Recapitalization of Enviva Inc.	(250,000)	(7)		(14,063)	9,438		(6,045)	(1,200)		(113,172)	47,765		(1,115)		(386)		784,980		(55,610)		—		—		—		—		—
Contribution of assets	—	—		—	—		—	—		—	—		—		—		—		—		389		389
Issuance of Enviva Partners, LP common units, net	—	—		—	—		—	—		—	—		—		—		—		—		—		—		—		190,529		190,529
Other comprehensive income prior to the Simplification Transaction	—	12		—	—		—	—		—	—		—		—		—		12		11		23
Cash distributions	—	—		—	—		—	—		—	—		—		—		—		—		—		—		—		(74,169)		(74,169)
Net loss prior to the Simplification Transaction	—	(102,284)		—	—		—	—		—	—		—		—		—		(102,284)		(23,229)		(125,513)
Enviva Partners, LP unit-based compensation	—	—		—	—		—	—		—	—		—		—		—		—		—		—		—		21,311		21,311
Simplification Transaction	(784,980)	240,363		(9,400)	(37,698)		16,000	350,924		—	—		—		—		—		553,589		(553,589)		—
Enviva Inc. unit-based compensation	—	—		—	—		—	—		—	—		—		—		—		—		2,500		13,865		13,865		—		13,865
Distributions after the Simplification Transaction	—	—		—	—		—	(52,145)		—	—		—		—		—		(52,145)		—		(52,145)
Contributed capital	—	—		—	—		—	—		—	—		—		—		—		—		—		—		—		100,775		100,775
Common units issued in lieu of distributions	—	—		—	—		115	7,560		—	—		—		—		—		7,560		—		7,560
Other comprehensive income	—	—		—	—		—	—		—	—		—		—		—		10		—		—		10		38		48
Non-cash equity-based compensation and other costs after the Simplification Transaction	—	—		—	—		6	12,813		—	—		—		—		—		12,813		—		12,813
Net loss	—	—		—	—		—	—		—	—		—		—		—		(37,103)		—		—		(37,103)		(20,034)		(57,137)
Support Payments	—	—		—	—		—	15,446		—	—		—		—		—		15,446		—		15,446
Equity, December 31, 2020	—	$	—	—	$	—	—	$	—	—	$	—	—		$	—	784,980		$	(92,703)	2,500		$	13,865	$	(78,838)	$	488,498	$	409,660
Other comprehensive income after the Simplification Transaction	—	—		—	—		—	14		—	—		—		—		—		14		—		14
Net loss after the Simplification Transaction	—	—		—	—		—	(19,785)		—	—		—		—		—		(19,785)		27		(19,758)
C-Corporation Conversion	—	—		—	—		(16,121)	(314,827)		61,138	61		317,998		—		299		3,531		—		3,531
Equity, December 31, 2021	—	$	—	—	$	—	—	$	—	61,138	$	61	$	317,998	$	—	$	299	$	318,358	$	(47,694)	$	270,664

(1)See Note 15, Equity

	Series A			Series B(1)			CommonUnits			CommonShares			Additional Paid-In Capital		Retained Earnings		AccumulatedOtherComprehensiveIncome		Equity Attributable to Enviva Inc.		NoncontrollingInterests		Total Equity
	Units	Amount		Units	Amount		Units	Amount		Shares	Amount
Equity, December 31, 2020	784,980	$	(92,703)	2,500	$	13,865	—	$	—	—	$	—	$	—	$	—	$	—	$	(78,838)	$	488,498	$	409,660
Acquisition of noncontrolling interest	—	(45,388)		—	—		—	—		—	—		—		—		—		(45,388)		(108,031)		(153,419)
Issuance of Enviva Partners, LP common units prior to the Simplification Transaction, net	—	$	—	—	—		—	—		—	—		—		—		—		—		214,510		214,510
Cash distributions prior to the Simplification Transaction	—	—		—	—		—	—		—	—		—		—		—		—		(71,471)		(71,471)
Non-cash equity-based compensation and other costs prior to the Simplification Transaction	—	—		6,900	23,833		—	—		—	—		—		—		—		23,833		5,191		29,024
Contribution of assets	—	—		—	—		—	—		—	—		—		—		—		—		389		389
Other comprehensive income prior to the Simplification Transaction	—	12		—	—		—	—		—	—		—		—		—		12		11		23
Net loss prior to the Simplification Transaction	—	(102,284)		—	—		—	—		—	—		—		—		—		(102,284)		(23,229)		(125,513)
Simplification Transaction	(784,980)	240,363		(9,400)	(37,698)		16,000	350,924		—	—		—		—		—		553,589		(553,589)		—
Distributions after the Simplification Transaction	—	—		—	—		—	(52,145)		—	—		—		—		—		(52,145)		—		(52,145)
Common units issued in lieu of distributions	—	—		—	—		115	7,560		—	—		—		—		—		7,560		—		7,560
Non-cash equity-based compensation and other costs after the Simplification Transaction	—	—		—	—		6	12,813		—	—		—		—		—		12,813		—		12,813
Support Payments	—	—		—	—		—	15,446		—	—		—		—		—		15,446		—		15,446
Other comprehensive income after the Simplification Transaction	—	—		—	—		—	14		—	—		—		—		—		14		—		14
Net loss after the Simplification Transaction	—	—		—	—		—	(19,785)		—	—		—		—		—		(19,785)		27		(19,758)
C-Corporation Conversion	—	—		—	—		(16,121)	(314,827)		61,138	61		317,998		—		299		3,531		—		3,531
Equity, December 31, 2021	—	$	—	—	$	—	—	$	—	61,138	$	61	$	317,998	$	—	$	299	$	318,358	$	(47,694)	$	270,664

(1)Series B Units not in thousands

See accompanying notes to consolidated financial statements.

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ENVIVA INC. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

Years ended December 31, ~~2022~~2023, ~~2021~~2022 and ~~2020~~2021

(In thousands)

	2022		2021		2020
	2023		2022		2021
Cash flows from operating activities:
Net loss	$	(~~168~~685,~~368~~810)	$	(~~145~~168,~~271~~368)	$	(~~106~~145,~~324~~271)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	~~113~~166,~~177~~112		92113,~~919~~177		8292,~~436~~919
Interest expense pursuant to repurchase accounting	9,572		—		—
Goodwill impairment	103,928		—		—
Amortization of debt issuance costs, debt premium, and original issue discounts	2,505		764		2,506
Impairment of assets	92,701		—		—
Early retirement of debt obligation	—		9,377		—
Interest expense pursuant to repurchase accounting	79,310		9,572		—
Loss on disposal of assets	8,607		10,153		8,715
Amortization of debt issuance costs, debt premium, and original issue discounts	2,599		2,505		764
Deferred taxes	2,074		(21,629)		336
Early retirement of debt obligation	—		—		9,377
Non-cash equity-based compensation and other expense	54,148		55,924		39,528
Loss on disposal of assets	15,403		8,607		10,153
Fair value changes in derivatives	3,935		1,829		5,294
Deferred taxes	(231)		2,074		(21,629)
Unrealized (gain) loss on foreign currency transactions, net	(234)		22		10
Non-cash equity-based compensation and other expense	44,431		54,148		55,924
Fair value changes in derivatives	6,279		3,935		1,829
Unrealized loss (gain) on foreign currency transactions, net	928		(234)		22
Change in operating assets and liabilities:
Accounts and other receivables	(6340,~~343~~347)		24(63,~~088~~343)		~~(60~~24,~~276)~~088
Prepaid expenses and other current and long-term assets	(2524,~~534~~931)		1(25,~~723~~534)		~~(12~~1,~~892)~~723
Inventories	3(17,~~909~~768)		~~(15~~3,~~398)~~909		(115,~~903~~398)
Finished goods subject to repurchase accounting	(95,353)		—(95,353)		—
Derivatives	(31,~~983)~~391		(53,~~792~~983)		(~~249~~5,792)
Accounts payable, accrued liabilities, and other current liabilities	7916,~~733~~226		50(21,~~797~~896)		6250,~~080~~797
Related-party payables	—		(440)		464
Customer liabilities	64,991		101,629		—
Deferred revenue	—		(4,324)		(4,139)
Related-party payables	—		—		(440)
Accrued interest	7,694		(11,241)		8,630
Deferred revenue	23,693		—		(4,324)
Other long-term liabilities	(17,306)		(10,111)		(9,817)
Accrued interest	11,734		7,694		(11,241)
Net cash (used in) provided by operating activities	(88,767)		33,390		14,399
Other long-term liabilities	(21,788)		(17,306)		(10,111)
Net cash (used in) provided by operating activities	(65,796)		(88,767)		33,390
Cash flows from investing activities:
Purchases of property, plant, and equipment	(~~217~~301,~~847~~300)		(~~332~~217,~~322~~847)		(~~220~~332,~~998~~322)
Payments in relation to the Georgia Biomass Acquisition, net of cash acquired	—		—		(163,299)
Payment for acquisition of a business	—		(5,000)		—
Payment for acquisition of a business	(5,000)		—		—
Net cash used in investing activities	(301,300)		(222,847)		(332,322)
Other	—		—		328
Net cash used in investing activities	(222,847)		(332,322)		(383,969)
Cash flows from financing activities:
Proceeds from senior secured credit facility	780,000		1,025,000		755,500
Principal proceeds from Senior Secured Credit Facility	1,244,546		780,000		1,025,000
Principal payments on senior secured credit facility	(810,000)		(679,000)		(635,500)
Principal payments on Senior Secured Credit Facility	(1,112,000)		(810,000)		(679,000)
Principal payments on Green Term Loan	—		~~(325,000)~~—		—(325,000)
Proceeds from debt issuance	~~377~~102,~~319~~900		~~321~~377,~~750~~319		~~155~~321,~~625~~750
Support payments received	23,839		15,446		—
Support Payments received	9,821		23,839		15,446
Proceeds from sale of finished goods subject to repurchase accounting	~~102~~37,~~341~~194		—102,341		—
Proceeds from capital contribution of New Market Tax Credit financing	12,763		—		—
Payments for the purchase of finished goods subject to repurchase accounting	(8,939)		—		—
Principal payments on other long-term debt and finance lease obligations	(39,915)		(13,188)		(10,951)
Proceeds from capital contribution of New Market Tax Credit financing	—		12,763		—
Cash paid related to debt issuance costs and deferred offering costs	(6,931)		(9,401)		(3,858)
Principal payments on other long-term debt and finance lease obligations	(25,528)		(39,915)		(13,188)
Proceeds from issuance of Enviva Inc. common shares, net	332,725		214,501		190,529
Cash paid related to debt issuance costs and deferred offering costs	(1,780)		(6,931)		(9,401)
Payments for acquisition of noncontrolling interests	—		(153,348)		(93,659)
Proceeds from issuance of Enviva Inc. common shares, net	—		332,725		214,501
Principal payments on related-party note payable	—		(20,000)		—
Proceeds from issuance of Series A Preferred Stock, net, which was converted into common stock	247,900		—		—
Proceeds from related-party note payable	—		—		20,000
Payments for acquisition of noncontrolling interests	—		—		(153,348)
Contributed capital to common control entities acquired	—		—		105,000
Principal payments on related-party note payable	—		—		(20,000)
Cash dividends or distributions and equivalent rights	(~~211~~57,~~061~~104)		(~~116~~211,~~006~~061)		(71116,~~169~~006)
Payment for withholding tax associated with Long-Term Incentive Plan vesting	(16,907)		(10,979)		(4,996)
Payments for withholding tax associated with Long-Term Incentive Plan vesting	(16,765)		(16,907)		(10,979)
Net cash provided by financing activities	~~544~~420,~~173~~245		~~249~~544,~~775~~173		~~406~~249,~~521~~775
Net increase (decrease) in cash, cash equivalents, and restricted cash	~~232~~53,~~559~~149		~~(49~~232,~~157)~~559		36(49,~~951~~157)
Cash, cash equivalents, and restricted cash, beginning of period	18251,~~518~~077		6718,~~675~~518		3067,~~724~~675
Cash, cash equivalents, and restricted cash, end of period	$	~~251~~304,~~077~~226	$	18251,~~518~~077	$	6718,~~675~~518

See accompanying notes to consolidated financial statements.

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ENVIVA INC. AND SUBSIDIARIES

Consolidated Statement of Cash Flows (Continued)

Years ended December 31, ~~2022~~2023, ~~2021~~2022 and ~~2020~~2021

(In thousands)

	2022		2021		2020
	2023		2022		2021
Non-cash investing and financing activities:
Property, plant, and equipment acquired included in accounts payable and accrued liabilities	$	(419,~~303)~~678	$	20(4,~~105~~303)	$	2820,~~231~~105
Supplemental information:
Interest paid, net of capitalized interest	$	5078,~~910~~978	$	1450,~~884~~910	$	2814,~~351~~884

56See accompanying notes to consolidated financial statements.

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ENVIVA INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except number of shares or units, per share or per unit amounts, and unless otherwise noted)

(1) Description of Business and Basis of Presentation

Enviva Inc. was formed on November 12, 2013 as Enviva Partners, LP (the “Partnership”). The Partnership converted from a Delaware limited partnership to a Delaware corporation (the “Conversion”) named “Enviva Inc.” effective December 31, 2021. The Partnership was a subsidiary of Enviva Holdings, LP (our “former sponsor” or “Holdings”). Enviva Partners GP, LLC, a subsidiary of our former sponsor, was our former general partner (the “former GP”). References to “Enviva,” the “Company,” “we,” “us,” or “our” refer to (i) Enviva Inc. and its subsidiaries for the periods following the Conversion and (ii) Enviva Partners, LP and its subsidiaries for periods prior to the Conversion, except where the context otherwise requires.

Enviva Inc. supplies utility-grade wood pellets primarily to major power generators under long-term, take-or-pay off-take contracts. We procure wood fiber and process it into utility-grade wood pellets and load the finished wood pellets into railcars, trucks, and barges for transportation to deep-water marine terminals, where they are received, stored, and ultimately loaded onto oceangoing vessels for delivery ~~under long-term, take-or-pay off-take contracts~~ to our customers principally in Japan, the United Kingdom (the “U.K.”), and the European Union, ~~and~~(the ~~Japan~~“EU”).

We own and operate ten industrial-scale wood pellet production plants located in the Southeastern United States. In addition to the volumes from our plants, we also procure wood pellets from third parties. Wood pellets are exported from our wholly owned deep-water marine terminal at the Port of Chesapeake, Virginia, terminal assets at the Port of Wilmington, North Carolina, and at the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Mobile, Alabama, Panama City, Florida, and Savannah, Georgia under a short-term contract, a long-term contract, and a lease and associated terminal services agreement, respectively.

Basis of Presentation

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Our consolidated financial statements include the accounts of Enviva and its wholly owned subsidiaries and controlled subsidiaries, including variable interest entities in which we are the primary beneficiary. As managing member, we have the sole power to direct the activities that most impact the economics of the variable interest entities. All intercompany accounts and transactions have been eliminated. We operate and manage our business as one operating segment.

Reclassification

Prior year amounts have been reclassified from product sales and other revenue to net revenue to conform to current year presentation on the consolidated statements of operations. Certain prior year amounts have been reclassified from ~~operating~~interest ~~lease~~expense ~~liabilities~~to interest expense on repurchase accounting to conform to current period presentation on the consolidated statements of operations. Certain prior amounts have been reclassified between accounts payable, accrued liabilities and other current liabilities and other long-term liabilities to customer liabilities to conform to current period presentation on the consolidated statements of cash flows. These reclassifications had no effect on our consolidated operating results, financial condition, or cash flows.

Corporate Conversion

As a result of the Conversion, periods prior to December 31, 2021 reflect Enviva as a limited partnership, not a corporation. References to common units for periods prior to the Conversion refer to common units of Enviva Partners, LP, and references to common stock for periods following the Conversion refer to shares of common stock of Enviva Inc. The primary financial impacts of the Conversion to the consolidated financial statements were (i) reclassification of partnership capital accounts to equity accounts reflective of a corporation and (ii) income tax effects.

On the date of the Conversion, each common unit representing a limited partner interest in the Partnership issued and outstanding immediately prior to the Conversion was exchanged for one share of common stock of the Company, par value $0.001 per share.

Simplification Transaction

On October 14, 2021, the Partnership acquired our former sponsor and the former GP, and the incentive distribution rights held by our former sponsor were cancelled and eliminated (collectively, the “Simplification Transaction”) in exchange for 16.0 million common units, which were distributed to the owners of our former sponsor. The owners of our former sponsor agreed to reinvest in our common stock all dividends from 9.0 million of the 16.0 million common units issued in connection with the Simplification Transaction during the period beginning with dividends paid for the third quarter of 2021 through the fourth quarter of 2024.

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ENVIVA INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share or per unit amounts, and unless otherwise noted)

~~(2)~~16.0 ~~Significant~~million ~~Accounting~~common ~~Policies~~units, which were distributed to the owners of our former sponsor. The owners of our former sponsor agreed to reinvest in our common stock all dividends from 9.0 million of the 16.0 million common units issued in connection with the Simplification Transaction during the period beginning with dividends paid for the third quarter of 2021 through the fourth quarter of 2024.

Bankruptcy Filing

As discussed further in Note 2, Subsequent Event—Bankruptcy Filing, on March 12, 2024 (the “Petition Date”), the Company and certain subsidiaries of the Company (collectively, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (“Bankruptcy Court”). On March 14, 2024, the Bankruptcy Court granted motions filed by the Company seeking joint administration of the Chapter 11 Cases under the caption In re: Enviva Inc., et al., Case No. 24-10453 (the “Chapter 11 Cases”). The Company is continuing to operate in the ordinary course throughout Chapter 11 Cases as “debtors-in-possession.” See Note 13, Short-Term Borrowings, Long-Term Debt and Finance Lease Obligations—Subsequent Event - DIP Facility for a discussion of debtor-in-possession financing.

Going Concern

Under Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company is required each reporting period, to evaluate whether there is substantial doubt regarding its ability to continue as a going concern. The accompanying consolidated financial statements are prepared in accordance with GAAP applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.

In its going concern evaluation, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months of the filing of this Annual Report on Form 10-K and considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company’s conditional and unconditional obligations before such date.

The Company’s ability to continue as a going concern is contingent upon its ability to comply with the financial and other covenants contained in the debtor-in-possession financing (the “DIP Financing”) discussed in Note 13, Short-Term Borrowings, Long-Term Debt and Finance Lease Obligations—Subsequent Event - DIP Facility, the development of, and the Bankruptcy Court’s approval of, a Chapter 11 plan of reorganization (as described below) and its ability to successfully implement a restructuring plan and obtain new financing, among other factors. The Company has significant indebtedness - substantially all of which is in default as further described below. The Company’s level of indebtedness has adversely impacted and continues to adversely impact its financial condition. The Company’s financial condition including its level of indebtedness, loss from operations, cash outflows from operations and excess of current liabilities over current assets, the defaults under its debt agreements and the risk and uncertainties surrounding its Chapter 11 Cases, raise substantial doubt as to the Company’s ability to continue as a going concern.

As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. The filing of the Chapter 11 Petitions constituted an event of default with respect to certain of our existing debt obligations. While operating as debtors-in-possession under Chapter 11, the Company may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business (and subject to restrictions contained in the DIP Financing and applicable orders of the Bankruptcy Court and the RSA), for amounts other than those reflected in the accompanying consolidated financial statements. Further, any Chapter 11 plan, to the extent confirmed by the Bankruptcy Court, could materially impact the amounts and classifications of assets and liabilities reported in our consolidated financial statements.

The Company plans to emerge from its Chapter 11 Cases after it obtains approval from the Bankruptcy Court for the Plan or a Chapter 11 plan of reorganization which is outside of management’s control. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern or as a consequence of the Bankruptcy Filing. Refer to Note 2, Subsequent Event—Bankruptcy Filing for additional information.

Table of Contents

ENVIVA INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share or per unit amounts, and unless otherwise noted)

(2) Subsequent Event—Bankruptcy Filing

Chapter 11 Filings

On the Petition Date, the Debtors filed voluntary petitions for reorganization under the Bankruptcy Code in Bankruptcy Court. The Company also filed motions with the Bankruptcy Court seeking joint administration of the Chapter 11 Cases. The Company is continuing to operate in the ordinary course throughout the Chapter 11 Cases as “debtors in possession.” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

The filing of the Bankruptcy Petitions described above constitutes an event of default and acceleration under each of the following debt instruments (the “Debt Instruments”): our 2026 Notes, Senior Secured Credit Facility, New Markets Tax Credit Loans, Epes Tax-Exempt Green Bonds and Bond Tax-Exempt Green Bonds.

Restructuring Support Agreements

On the Petition Date, the Company entered into a Restructuring Support Agreement (including any schedules and exhibits attached thereto, the “RSA”). Under the terms of the RSA, the Restructuring Support Parties have agreed to support the Proposed Plan to be proposed in accordance with the terms set forth in the RSA. The Restructuring Support Parties and the Company RSA Parties have entered into certain amendments to the RSA, including to extend certain milestones and deadlines thereunder.

The Company RSA Parties also entered into a Restructuring Support Agreement (including any schedules and exhibits attached thereto, the “Bond MS RSA”) with certain Bond Bondholders comprising a majority of Bond Green Bonds outstanding and the Bond Green Bonds Trustee (as defined in the Bond MS RSA). Under the Bond MS RSA, the Company agreed, among other obligations described in the term sheet attached as Exhibit A thereto (the “Bond MS Term Sheet”), to promptly seek Bankruptcy Court approval of a settlement with the Bond Bondholders party thereto and the Bond Green Bonds Trustee, whereby the Company RSA Parties will consent to the partial redemption of the Bond Green Bonds via the release of certain funds currently held by the Bond Green Bonds Trustee (the “Construction Funds”). In exchange, the Bond Green Bondholders and the Bond Green Bonds Trustee both agree, among other obligations described in the Bond MS Term Sheet, and subject to any rights granted by the Bond MS RSA, to support the Proposed Plan. On May 8, 2024, the Bankruptcy Court entered an order approving the settlement in the Bond MS Term Sheet (the “Bond MS Settlement Order”). Pursuant to the Bond MS Settlement Order, the Bond Green Bonds Trustee transferred the Construction Funds to the Settlement Fund (as defined in the Bond MS RSA) for further distribution by the Bond Green Bonds Trustee to the Bond Bondholders.

Financing During the Chapter 11 Cases

On March 15, 2024, the Debtors entered into a Debtor-in-Possession Credit and Note Purchase Agreement (the “DIP Credit Agreement”) by and among the Company, as borrower, and the other Debtors, as guarantors, the various lenders from time to time party thereto (the “Lenders”), and Acquiom Agency Services LLC (“Acquiom”) and Seaport Loan Products LLC, as co-administrative agents, and Acquiom, as collateral agent providing for a debtor-in-possession term loan and notes facility (the “DIP Financing”) in an amount not to exceed $500.0 million. On May 3, 2024, the Bankruptcy Court entered a final order approving the full amount of the DIP Financing and the Syndication (the “Final DIP Order”). As authorized by the Final DIP Order, participants in the Syndication became Lenders under the DIP Credit Agreement as of May 6, 2024. An appeal from the Final DIP Order seeking to strike the Syndication was filed by the Official Committee of Unsecured Creditors and remains pending in the U.S. District Court for the Eastern District of Virginia.

See Note 13, Short-Term Borrowings, Long-Term Debt and Finance Lease Obligations—DIP Facility for additional discussion of the DIP Facility. The proceeds of the loans and notes under the DIP Credit Agreement are designated to pay the Debtors’ operating expenses, help fund the completion of the wood pellet production plant to be located near Epes, Alabama (“Epes plant”), and pay other fees, expenses, and other expenditures of the Debtors set forth in rolling budgets prepared in connection with the Chapter 11 Cases, which are subject to approval by the DIP Creditors. The Lenders and the Company together have entered into several technical amendments to the DIP Credit Agreement, either to clarify defined terms or extend deadlines related to reporting by the Company.

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ENVIVA INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share or per unit amounts, and unless otherwise noted)

Stock Procedures

Chapter 11 Plan and Equity Rights Offering

On August 30, 2024, the Debtors filed a proposed Joint Chapter 11 Plan of Reorganization of Enviva Inc. and its Debtor Affiliates (the “Proposed Plan”) and a related proposed form of Disclosure Statement (the “Proposed Disclosure Statement”) with the Bankruptcy Court. Capitalized terms used but not otherwise defined in this section have the meanings set forth in the Proposed Plan. The Proposed Plan and the related Proposed Disclosure Statement describe, among other things, the Proposed Plan; the restructuring of the Debtors set forth therein; the events leading to the Chapter 11 Cases; and certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Proposed Plan from certain of the Debtors’ creditors and existing equity holders, as well as the risks related to, among other things, the Chapter 11 Cases. Proposed Plan provides for, among other things:

•The DIP Tranche A Equity Participation, subject to certain conditions in the DIP Credit Agreement;

•Repayment of our senior secured credit facility in cash;

•Distribution of Reorganized Enviva Inc. Interests and rights to participate in the Equity Rights Offering to holders of certain unsecured claims;

•Distribution of cash in an aggregate amount equal to either $18 million or $13 million, depending on whether certain conditions are met, to holders of certain unsecured claims;

•An overbid process, consistent with the terms of the Final DIP Order and certain overbid procedures, to solicit bids for a value-maximizing alternative transaction.

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ENVIVA INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share or per unit amounts, and unless otherwise noted)

Backstop Agreement

Exit Facilities Commitment Letter

(3) Restatement of Previously Issued Financial Statements (Unaudited)

In connection with the preparation of the consolidated financial statements for the year ended December 31, 2023, the Company re-evaluated its accounting for amounts recoverable from customers for certain shipping and handling costs that were incurred at the discharge port as an offset to cost of goods sold and determined that adjustments are required to previously issued financial statements for the interim periods ended March 31, June 30, and September 30, 2023. We have elected to treat shipping and handling costs as fulfillment activities. Under this policy, we determined all such costs billable to customers should be recognized as product sales revenue and all such costs incurred by us to fulfill our responsibility to deliver product to our customers should be recognized in cost of goods sold. Previously, amounts billed to our customers for reimbursable shipping costs were recognized as an offset to cost of goods sold in error. There is no impact to the loss from operations or to net loss and consolidated balance sheets for each affected periods due to the changes recognized in the presentation of the shipping and handling costs billed to customers. The Company determined the impact of this error to prior annual periods and interim periods within, were immaterial. Due to changes in our customer mix, the presentation error had a larger impact to the 2023 interim periods which are being restated herein.

In addition, the Company included other corrections for misstatements in our previously issued 2023 interim financial statements that were primarily related to disposals of, and depreciation on property, plant and equipment and misstatements related to our accounting for repurchase transactions. Accordingly, the Company has restated its unaudited quarterly financial statements as of and for the quarters and year-to-date periods ended March 31, June 30, and September 30, 2023.

The following tables reflect the impact of the restatements to the specific line items presented in our previously issued financial statements as of and for the quarters and year-to-date periods ended March 31, June 30, and September 30, 2023. Amounts presented in the tables as “Adjustments” represent the impact of the adjustments related to the shipping and handling cost adjustment as discussed above and “Other Adjustments” represents the combined impact of other corrections for misstatements to any period presented, as discussed above, including any related tax effects.

A summary of quarterly information is as follows:


For the Year Ended December 31, 2023	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Total
	As Restated		As Restated		As Restated
Net revenue	$	275,069	$	308,552	$	340,826	$	253,406	$	1,177,853
Loss from operations	(52,431)		(28,310)		(39,239)		(387,890)		(507,870)
Net loss attributable to Enviva Inc.	(109,990)		(64,205)		(84,211)		(427,588)		(685,994)
Basic and diluted net loss per Enviva Inc. common share	$	(1.65)	$	(0.94)	$	(1.13)	$	(5.74)	$	(9.64)

Table of Contents

ENVIVA INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share or per unit amounts, and unless otherwise noted)

Consolidated Balance Sheets


	As of March 30, 2023				As of June 30, 2023				As of September 30, 2023
	As Reported		Other Adjustments		As Restated		As Reported		Other Adjustments		As Restated		As Reported		Other Adjustments		As Restated
Assets
Current assets:


Accounts receivable	$	128,737	$	(243)	$	128,494	$	146,434	$	(488)	$	145,946	$	200,199	$	(870)	$	199,329
Other accounts receivable	14,255		(1,582)		12,673		16,267		(1,125)		15,142		12,574		(1,152)		11,422
Inventories	185,746		1,067		186,813		198,546		877		199,423		192,361		730		193,091

Prepaid expenses and other current assets	8,499		(789)		7,710		11,541		(990)		10,551		12,369		(1,084)		11,285
Total current assets	366,499		(1,547)		364,952		402,374		(1,726)		400,648		758,447		(2,376)		756,071
Property, plant, and equipment, net	1,598,543		(4,889)		1,593,654		1,641,753		(9,739)		1,632,014		1,663,386		(1,754)		1,661,632
Operating lease right-of-use assets	100,764		(59)		100,705		98,463		—		98,463		96,079		—		96,079



Other long-term assets	41,242		1,216		42,458		41,203		3,444		44,647		40,236		2,893		43,129
Total assets	$	2,544,731	$	(5,279)	$	2,539,452	$	2,552,840	$	(8,021)	$	2,544,819	$	2,893,581	$	(1,237)	$	2,892,344
Liabilities and Shareholders’ Equity
Current liabilities:

Accrued and other current liabilities	$	133,395	$	2,550	$	135,945	$	143,949	$	(1,272)	$	142,677	$	155,606	$	6,624	$	162,230
Customer liabilities	36,828		—		36,828		33,903		—		33,903		32,478		2,813		35,291

Current portion of long-term debt and finance lease obligations	15,313		326		15,639		16,130		—		16,130		16,336		60		16,396

Financial liability pursuant to repurchase accounting	180,954		(5,510)		175,444		194,350		—		194,350		212,119		—		212,119
Total current liabilities	457,016		(2,634)		454,382		511,341		(1,272)		510,069		535,753		9,497		545,250
Long-term debt and finance lease obligations	1,393,076		718		1,393,794		1,392,321		(337)		1,391,984		1,806,091		(517)		1,805,574
Long-term operating lease liabilities	113,159		(12)		113,147		110,856		1,137		111,993		108,301		1,137		109,438


Other long-term liabilities	72,177		(8,166)		64,011		67,821		(9,367)		58,454		64,050		(10,885)		53,165
Total liabilities	2,167,221		(10,094)		2,157,127		2,214,486		(9,839)		2,204,647		2,631,263		(768)		2,630,495



Shareholders’ Equity:


Additional paid-in capital	461,576		(2,094)		459,482		726,786		3,270		730,056		735,882		(1)		735,881
Accumulated deficit	(285,206)		6,909		(278,297)		(341,050)		(1,452)		(342,502)		(426,245)		(468)		(426,713)

Total Enviva Inc.’s shareholders’ equity	176,636		4,815		181,451		386,001		1,818		387,819		309,930		(469)		309,461

Total shareholders’ equity	128,921		4,815		133,736		338,354		1,818		340,172		262,318		(469)		261,849
Total liabilities and shareholders’ equity	$	2,544,731	$	(5,279)	$	2,539,452	$	2,552,840	$	(8,021)	$	2,544,819	$	2,893,581	$	(1,237)	$	2,892,344

Table of Contents

ENVIVA INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share or per unit amounts, and unless otherwise noted)

Quarterly Consolidated Statements of Operations


	Three Months Ended March 31, 2023								Three Months Ended June 30, 2023								Three Months Ended September 30, 2023
	As Reported		Adjustments		Other Adjustments		As Restated		As Reported		Adjustments		Other Adjustments		As Restated		As Reported		Adjustments		Other Adjustments		As Restated


Net revenue	$	269,082	$	6,034	$	(47)	$	275,069	$	301,905	$	6,652	$	(5)	$	308,552	$	320,637	$	20,454	$	(265)	$	340,826
Operating costs and expenses:
Cost of goods sold, excluding items below	253,215		6,034		3,594		262,843		260,143		6,652		(465)		266,330		268,221		20,454		(367)		288,308
Impairment of assets	—		—		—		—		—		—		—		—		21,220		—		459		21,679
Loss on disposal of assets	3,629		—		(1,618)		2,011		3,177		—		(1,147)		2,030		4,384		—		(2,572)		1,812
Selling, general, administrative, and development expenses	30,954		—		(1,062)		29,892		21,987		—		1,060		23,047		27,582		—		(109)		27,473


Depreciation and amortization	34,674		—		(1,920)		32,754		29,965		—		1,905		31,870		36,405		—		(1,869)		34,536
Total operating costs and expenses	322,472		6,034		(1,006)		327,500		328,857		6,652		1,353		336,862		364,069		20,454		(4,458)		380,065
Loss from operations	(53,390)		—		959		(52,431)		(26,952)		—		(1,358)		(28,310)		(43,432)		—		4,193		(39,239)
Other (expense) income:
Interest expense	(23,393)		—		397		(22,996)		(17,272)		—		(1,867)		(19,139)		(21,620)		—		(2,793)		(24,413)
Interest expense on repurchase accounting	(40,373)		—		5,510		(34,863)		(11,558)		—		(5,510)		(17,068)		(22,143)		—		—		(22,143)
Total interest expense	(63,766)		—		5,907		(57,859)		(28,830)		—		(7,377)		(36,207)		(43,763)		—		(2,793)		(46,556)

Other income, net	309		—		43		352		17		—		374		391		2,190		—		(416)		1,774
Total other expense, net	(63,457)		—		5,950		(57,507)		(28,813)		—		(7,003)		(35,816)		(41,573)		—		(3,209)		(44,782)
Net loss before income taxes	(116,847)		—		6,909		(109,938)		(55,765)		—		(8,361)		(64,126)		(85,005)		—		984		(84,021)

Net loss	(116,859)		—		6,909		(109,950)

Filing Compare · Enviva, LLC