{"url_path":"/sec/cik-0002104052/8-k/2026-06-01/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2104052/0001193125-26-251752-index.html","accession_number":"0001193125-26-251752","cik":"0002104052","ticker":null,"issuer_name":"Enviri Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2104052/0001193125-26-251752-index.html","primary_entity_key":"0002104052","primary_entity_name":"Enviri II Corp"},"word_count":813,"has_tables":true,"body_markdown":"8-K\n\nEnviri II Corp false 0002104052 --12-31 0002104052 2026-05-28 2026-05-28\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\n \n\n \n\nFORM 8-K\n\n \n\n \n\nCURRENT REPORT\n\nPursuant to Section 13 or 15(d)\n\nof the Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported): May 28, 2026\n\n \n\n \n\nEnviri II Corporation\n\n(Exact name of Registrant as Specified in Its Charter)\n\n \n\n \n\n \n\nDelaware\n \n001-43207\n \n41-2897233\n\n(State or Other Jurisdiction\n\nof Incorporation)\n\n \n\n(Commission\n\nFile Number)\n\n \n\n(IRS Employer\n\nIdentification No.)\n\n \n\nTwo Logan Square\n\n100-120 North 18th Street, 17th Floor,\n\nPhiladelphia, Pennsylvania 19103\n\n(Address of principal executive offices) (Zip Code)\n\n(267) 857-8715\n\n(Registrant’s telephone number, including area code)\n\n \n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\n  \n\nTrading\n\nSymbol(s)\n\n  \n\nName of each exchange\n\non which registered\n\nCommon Stock, par value $0.00001 per share\n  \nNVRI WI\n  \nNew York Stock Exchange\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).\n\nEmerging growth company ☐\n\nIf 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. ☐\n\n \n\n \n\n \n\nIntroductory Note\n\nOn November 20, 2025, Enviri Corporation, a Delaware corporation (“Enviri”), entered into definitive agreements with Veolia Environnement S.A., a French société anonyme (“Veolia”), for the sale of Enviri’s “Clean Earth” business (the “Clean Earth Business”) and the distribution of Enviri’s “Harsco Environmental” and “Rail” businesses (the “New Enviri Business”), including (i) an Agreement and Plan of Merger, dated as of November 20, 2025 (the “Merger Agreement”), by and among Enviri, CLEH, Inc., a Delaware corporation and, prior to the Holding Company Merger (defined below), a direct wholly owned subsidiary of Enviri (“CLEH”), Enviri LLC, a Delaware limited liability company and, prior to the Reorganization (defined below), a direct wholly owned subsidiary of CLEH (“Enviri LLC”), Veolia and Liberty Merger Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Veolia (“Merger Sub”), and (ii) a Separation Agreement, dated as of November 20, 2025 (the “Separation Agreement”), by and among Enviri, CLEH, Veolia and Enviri II Corporation, a Delaware corporation and, prior to the Holding Company Merger, a direct wholly owned subsidiary of Enviri (“New Enviri”).\n\nThis Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.\n\nOn June 1, 2026, pursuant to the terms of the Separation Agreement, the following series of transactions occurred:\n\n \n\n \n•\n \n\nPursuant to Section 251(g) of the Delaware General Corporation Law, Enviri merged with and into Enviri LLC, with Enviri LLC being the surviving entity of such merger, and each outstanding share of common stock, par value $1.25 per share, of Enviri (“Enviri Common Stock”) was exchanged for one share of common stock, par value $1.25 per share, of CLEH (“CLEH Common Stock”) (the “Holding Company Merger”);\n\n \n\n \n•\n \n\nCLEH and its subsidiaries, including Enviri LLC and New Enviri, effected a reorganization (the “Reorganization”), resulting in (i) CLEH holding the Clean Earth Business and owning all of the outstanding shares of common stock, par value $0.00001 per share, of New Enviri (“New Enviri Common Stock”), (ii) New Enviri owning all of the equity interests of Enviri LLC, and (iii) Enviri LLC holding the New Enviri Business; and\n\n \n\n \n•\n \n\nCLEH distributed all of the outstanding shares of New Enviri Common Stock to the stockholders of CLEH (the former stockholders of Enviri), on a pro rata basis (the “Distribution” and, together with the Reorganization, the “Spin-Off”), at a ratio of one share of New Enviri Common Stock for every three shares of CLEH Common Stock held by them immediately after the effective time of the Holding Company Merger.\n\nImmediately following the Spin-Off, Merger Sub merged with and into CLEH, with CLEH surviving as an indirect wholly owned subsidiary of Veolia (the “Merger”).\n\nThe foregoing description does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is attached as Exhibit 2.1 to New Enviri’s Registration Statement on Form 10 (File No. 001-43207), originally filed on March 20, 2026, as amended (the “Form 10”), and is incorporated by reference herein."}