NVRI Enviri Corp - 8-K

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 1.02.

On June 1, 2026, in connection with the Transactions, Enviri repaid all amounts owing under that certain Receivables Purchase Agreement, dated as of June 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “AR Facility”), among Harsco Receivables LLC, Enviri, the purchasers party thereto, and PNC Bank, National Association, as agent, and terminated all other documents entered into in connection therewith.

On May 18, 2026, Enviri conditionally called for redemption all of its outstanding $475,000,000 principal amount of 5.75% Senior Notes due 2027 (the “Notes”), subject to the consummation of the Transactions. The Notes were issued under the terms of the Indenture, dated as of June 28, 2019 (the “Indenture”), by and among Enviri, the guarantors party thereto from time to time, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. On June 1, 2026, the Notes were redeemed at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, June 1, 2026. In connection therewith, the Indenture has been satisfied and discharged in accordance with its terms.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the Holding Company Merger, the Reorganization and the Distribution were completed. Holders of record of Enviri Common Stock immediately before the effective time of the Holding Company Merger received in the Holding Company Merger one share of CLEH Common Stock in exchange for each share of Enviri Common Stock held by them, and subsequently received in the Distribution one share of New Enviri Common Stock for every three shares of CLEH Common Stock held by them immediately after the Holding Company Merger.

Immediately following the Distribution, on June 1, 2026, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into CLEH, with CLEH surviving. At the effective time of the Merger and as a result of the Merger, CLEH became an indirect wholly owned subsidiary of Veolia and each share of CLEH Common Stock that was issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $15.00 in cash per share, without interest (the “Merger Consideration”). The aggregate consideration paid by Veolia to acquire the Clean Earth Business was $3,040,000,000, subject to customary adjustments. Of such aggregate consideration, (i) the Merger Consideration was paid to the holders of CLEH Common Stock in the Merger, and (ii) the remainder was paid to Enviri LLC (as successor by merger to Enviri) pursuant to an intercompany note issued by CLEH to Enviri LLC in connection with the Reorganization, which amount was used primarily for the repayment of Enviri’s indebtedness, the termination of the AR Facility, the payment of transaction expenses and to retain cash to support Harsco Rail’s large European engineered-to-order rail contracts. The Merger Consideration is in addition to the shares of New Enviri Common Stock that the CLEH stockholders (the then former Enviri stockholders) received in the Distribution, as described above.

The foregoing description of the Holding Company Merger, the Distribution and the Merger does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement and the Merger Agreement, which are attached as Exhibit 2.1 and Exhibit 2.2, respectively, to the Current Report on Form 8-K filed by Enviri with the SEC on November 21, 2025 and are incorporated by reference herein.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 1, 2026, Enviri notified the NYSE of the consummation of the Merger and requested that the NYSE suspend trading of the Enviri Common Stock and file with the SEC a notification of removal from listing on Form 25

in order to effect the delisting of the Enviri Common Stock from the NYSE and the deregistration of the Enviri Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Enviri Common Stock is no longer listed on the NYSE. Trading of the Enviri Common Stock on the NYSE was suspended prior to the opening of trading on June 1, 2026. Enviri LLC, as successor by merger to Enviri, intends to file with the SEC a certification on Form 15, requesting the termination of the Enviri Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Enviri Common Stock.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

At the effective time of the Holding Company Merger, holders of Enviri Common Stock immediately prior to such time ceased to have any rights as stockholders of Enviri (other than their right to receive shares of CLEH Common Stock pursuant to the terms of the Merger Agreement). At the effective time of the Merger, holders of CLEH Common Stock ceased to have any rights as stockholders of CLEH (other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement).

Item 5.01

Changes in Control of Registrant.

The information set forth under the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As described above, on June 1, 2026, pursuant to the Holding Company Merger and the Reorganization, Enviri merged with and into Enviri LLC, with Enviri LLC surviving, and Enviri LLC became a wholly-owned subsidiary of New Enviri. New Enviri is the sole member of Enviri LLC.

Item 9.01

Financial Statements and Exhibits.

(b)

Pro forma financial information .

Pursuant to General Instruction B.3 of Form 8-K, pro forma financial information with respect to the Merger is not required in this Current Report on Form 8-K because “substantially the same” information was previously filed in Enviri’s Definitive Proxy Statement, filed on April 3, 2026, under the heading “Unaudited Pro Forma Condensed Combined Financial Statements” and New Enviri’s Registration Statement on Form 10 (File No. 001-43207), originally filed on March 20, 2026, as amended, under the heading “Unaudited Pro Forma Condensed Combined Financial Statements.”