{"filing":{"accession_number":"0001193125-26-251741","cik":"0000045876","ticker":"NVRI","company_name":"ENVIRI Corp","form":"8-K","filing_date":"2026-06-01","report_date":null,"primary_document":"d129138d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"events":[{"id":7828,"run_id":6873,"accession_number":"0001193125-26-251741","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Enviri completed a complex multi-step transaction involving a holding company merger converting Enviri shareholders into CLEH shareholders, a distribution of New Enviri shares, and a merger of CLEH into a Veolia subsidiary for $3.04 billion in aggregate consideration ($15.00 per share in cash), resulting in Veolia acquiring the Clean Earth Business and a change of control of Enviri.","company_name":"ENVIRI Corp","ticker":"NVRI","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3182,"accession_number":"0001193125-26-251741","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 1.02 discloses termination of material definitive agreements in connection with \"the Transactions\" — specifically repayment and termination of a $475 million Receivables Purchase Agreement (AR Facility) and redemption of $475 million in Senior Notes due 2027. While Item 1.02 nominally covers agreement terminations, the scale and context (conditional call on May 18, consummation on June 1) indicate these are financing arrangements being unwound as part of a larger transaction. The reference to \"the Transactions\" in the Introductory Note (incorporated by reference) suggests an M\u0026A event or material corporate restructuring driving the debt payoff and facility termination.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3183,"accession_number":"0001193125-26-251741","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a material acquisition and disposition involving a complex multi-step transaction: (1) a holding company merger converting Enviri shareholders into CLEH shareholders, (2) a distribution of New Enviri shares, and (3) a merger of CLEH into a Veolia subsidiary for $3.04 billion in aggregate consideration ($15.00 per share in cash). The transaction results in Veolia acquiring the Clean Earth Business as an indirect wholly owned subsidiary, representing a change of control and material disposition of assets by Enviri.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3184,"accession_number":"0001193125-26-251741","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Enviri notified the NYSE on June 1, 2026 of the consummation of a merger and requested suspension of trading and delisting of Enviri Common Stock from the NYSE via Form 25, with trading suspended prior to market open on that date. The company also intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a material delisting event triggered by merger completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3185,"accession_number":"0001193125-26-251741","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modification to security holder rights arising from a merger transaction. The prose explicitly describes the \"Holding Company Merger\" and \"Merger Agreement\" whereby Enviri stockholders ceased to have rights as stockholders of Enviri and received shares of CLEH Common Stock, while CLEH stockholders received merger consideration. This is a change of control event that fundamentally alters the rights of both sets of security holders, which is the core substance of a material acquisition/merger (Items 2.01, 3.01, 5.01 are cross-referenced as the primary disclosure vehicles).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3186,"accession_number":"0001193125-26-251741","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change of control resulting from a \"Holding Company Merger and Reorganization\" in which Enviri merged into Enviri LLC, with Enviri LLC becoming a wholly-owned subsidiary of New Enviri. This constitutes a material change of control and reorganization transaction that would materially affect investor assessment of the registrant's ownership and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3182,"accession_number":"0001193125-26-251741","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 1.02 discloses termination of material definitive agreements in connection with \"the Transactions\" — specifically repayment and termination of a $475 million Receivables Purchase Agreement (AR Facility) and redemption of $475 million in Senior Notes due 2027. While Item 1.02 nominally covers agreement terminations, the scale and context (conditional call on May 18, consummation on June 1) indicate these are financing arrangements being unwound as part of a larger transaction. The reference to \"the Transactions\" in the Introductory Note (incorporated by reference) suggests an M\u0026A event or material corporate restructuring driving the debt payoff and facility termination.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"ENVIRI Corp","ticker":"NVRI","filing_date":"2026-06-01"},{"id":3183,"accession_number":"0001193125-26-251741","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a material acquisition and disposition involving a complex multi-step transaction: (1) a holding company merger converting Enviri shareholders into CLEH shareholders, (2) a distribution of New Enviri shares, and (3) a merger of CLEH into a Veolia subsidiary for $3.04 billion in aggregate consideration ($15.00 per share in cash). The transaction results in Veolia acquiring the Clean Earth Business as an indirect wholly owned subsidiary, representing a change of control and material disposition of assets by Enviri.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"ENVIRI Corp","ticker":"NVRI","filing_date":"2026-06-01"},{"id":3184,"accession_number":"0001193125-26-251741","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Enviri notified the NYSE on June 1, 2026 of the consummation of a merger and requested suspension of trading and delisting of Enviri Common Stock from the NYSE via Form 25, with trading suspended prior to market open on that date. The company also intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a material delisting event triggered by merger completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"ENVIRI Corp","ticker":"NVRI","filing_date":"2026-06-01"},{"id":3185,"accession_number":"0001193125-26-251741","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modification to security holder rights arising from a merger transaction. The prose explicitly describes the \"Holding Company Merger\" and \"Merger Agreement\" whereby Enviri stockholders ceased to have rights as stockholders of Enviri and received shares of CLEH Common Stock, while CLEH stockholders received merger consideration. This is a change of control event that fundamentally alters the rights of both sets of security holders, which is the core substance of a material acquisition/merger (Items 2.01, 3.01, 5.01 are cross-referenced as the primary disclosure vehicles).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"ENVIRI Corp","ticker":"NVRI","filing_date":"2026-06-01"},{"id":3186,"accession_number":"0001193125-26-251741","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change of control resulting from a \"Holding Company Merger and Reorganization\" in which Enviri merged into Enviri LLC, with Enviri LLC becoming a wholly-owned subsidiary of New Enviri. This constitutes a material change of control and reorganization transaction that would materially affect investor assessment of the registrant's ownership and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:14.748830+00:00","company_name":"ENVIRI Corp","ticker":"NVRI","filing_date":"2026-06-01"}]}