{"filing":{"accession_number":"0001193125-26-251752","cik":"0002104052","ticker":null,"company_name":"Enviri II Corp","form":"8-K","filing_date":"2026-06-01","report_date":null,"primary_document":"d258410d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"events":[{"id":2484,"run_id":2154,"accession_number":"0001193125-26-251752","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.93,"summary":"Enviri II Corp completed a holding company merger and spin-off transaction on June 1, 2026, whereby Enviri stockholders received CLEH Common Stock in the merger and subsequently New Enviri Common Stock in a distribution, resulting in New Enviri becoming a separate publicly traded company. This material change of control and reorganization involved the separation and distribution of a subsidiary with a significant impact on the registrant's ownership structure and control.","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01","items":[{"id":3187,"accession_number":"0001193125-26-251752","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses completion of a \"Holding Company Merger and Spin-Off\" on June 1, 2026, whereby Enviri Common Stock holders received CLEH Common Stock in the merger and subsequently New Enviri Common Stock in a distribution, resulting in New Enviri becoming a separate publicly traded company. This constitutes a material change of control and reorganization event under Item 1.01, even though the primary focus is on the resulting company's transition services agreement and credit facilities.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3190,"accession_number":"0001193125-26-251752","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This disclosure describes the completion of a spin-off transaction on June 1, 2026, in which CLEH distributed 28,103,750 shares of New Enviri Common Stock to former Enviri stockholders. A spin-off is a material change of control event involving the separation and distribution of a subsidiary, which materially affects the registrant's ownership structure and control. Item 5.01 is the designated item for such transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3194,"accession_number":"0001193125-26-251752","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The disclosure announces completion of a \"Spin-Off and the Merger,\" which are material M\u0026A activities. The press release documents the consummation of a significant corporate restructuring involving both a spin-off and merger transaction, directly affecting the registrant's capital structure and control. This is a terminal event in a major transaction sequence and would materially affect a reasonable investor's assessment of the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":2485,"run_id":2154,"accession_number":"0001193125-26-251752","anchor_item_number":"2.03","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.72,"summary":"In connection with the spin-off transaction, the registrant established Senior Secured Credit Facilities as a direct financial obligation to support the separated entity's operations and capital structure.","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01","items":[{"id":3188,"accession_number":"0001193125-26-251752","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.72,"reasoning":"Item 2.03 discloses creation of a direct financial obligation via \"Senior Secured Credit Facilities\" incorporated from Item 1.01. This language pattern typically signals M\u0026A activity (Item 1.01 covers acquisitions/mergers) where financing is arranged as part of the transaction. The reference to secured credit facilities suggests debt incurred in connection with a material transaction, making ma_activity the most likely event type, though the specific Item 1.01 content would confirm whether this is acquisition financing or a standalone debt arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":2486,"run_id":2154,"accession_number":"0001193125-26-251752","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Enviri II Corporation adopted the Enviri II Corporation 2026 Omnibus Incentive Plan effective May 28, 2026, pursuant to which the CEO, CFO, and other executive officers are eligible to participate in grants of stock options, restricted awards, performance shares, and other equity-based awards.","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01","items":[{"id":3191,"accession_number":"0001193125-26-251752","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses adoption of the Enviri II Corporation 2026 Omnibus Incentive Plan effective May 28, 2026, pursuant to which the CEO, CFO, and other executive officers are eligible to participate in grants of stock options, restricted awards, performance shares, and other equity-based awards. This is a compensatory arrangement disclosure under Item 5.02(e), material to investors assessing executive incentive structures post-Spin-Off.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":2487,"run_id":2154,"accession_number":"0001193125-26-251752","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"In connection with the spin-off completion, the registrant amended and restated its certificate of incorporation and bylaws, effected a stock split increasing authorized shares, and changed its name from Enviri II Corporation to Enviri Corporation, materially restructuring the post-spin entity's capital stock and governance structure.","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01","items":[{"id":3189,"accession_number":"0001193125-26-251752","item_number":"3.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to rights of security holders, with the substance incorporated by reference from Item 5.03 (Amendments to Articles of Incorporation or Bylaws). Without access to the Item 5.03 content, the specific nature of the modification cannot be determined. This is classified as \"other_material\" because it is clearly material to security holders but the event type cannot be more precisely identified without the referenced disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3192,"accession_number":"0001193125-26-251752","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"This Item 5.03 discloses multiple corporate governance amendments in connection with a spin-off: a stock split increasing authorized shares, an amended and restated certificate of incorporation and bylaws, and a name change from \"Enviri II Corporation\" to \"Enviri Corporation.\" While these are routine charter amendments, the context of a spin-off completion and the material restructuring of capital stock (split and increased authorization) make this material to investors assessing the post-spin entity's structure and capitalization. The event does not fit neatly into the more specific taxonomy categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":2488,"run_id":2154,"accession_number":"0001193125-26-251752","anchor_item_number":"5.05","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"summary":"The registrant adopted a new Code of Conduct in connection with the spin-off transaction, a routine governance compliance matter.","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01","items":[{"id":3193,"accession_number":"0001193125-26-251752","item_number":"5.05","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"The disclosure describes adoption of a new Code of Conduct in connection with a Spin-Off transaction. While the spin-off itself is material (ma_activity), this Item 5.05 filing addresses only the administrative adoption of a code of ethics document, which is a routine governance matter. The substantive event (the spin-off) would be disclosed separately under Item 1.01 or 2.01. This particular disclosure is a standard compliance filing that does not independently affect investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3187,"accession_number":"0001193125-26-251752","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses completion of a \"Holding Company Merger and Spin-Off\" on June 1, 2026, whereby Enviri Common Stock holders received CLEH Common Stock in the merger and subsequently New Enviri Common Stock in a distribution, resulting in New Enviri becoming a separate publicly traded company. This constitutes a material change of control and reorganization event under Item 1.01, even though the primary focus is on the resulting company's transition services agreement and credit facilities.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01"},{"id":3188,"accession_number":"0001193125-26-251752","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.72,"reasoning":"Item 2.03 discloses creation of a direct financial obligation via \"Senior Secured Credit Facilities\" incorporated from Item 1.01. This language pattern typically signals M\u0026A activity (Item 1.01 covers acquisitions/mergers) where financing is arranged as part of the transaction. The reference to secured credit facilities suggests debt incurred in connection with a material transaction, making ma_activity the most likely event type, though the specific Item 1.01 content would confirm whether this is acquisition financing or a standalone debt arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01"},{"id":3189,"accession_number":"0001193125-26-251752","item_number":"3.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to rights of security holders, with the substance incorporated by reference from Item 5.03 (Amendments to Articles of Incorporation or Bylaws). Without access to the Item 5.03 content, the specific nature of the modification cannot be determined. This is classified as \"other_material\" because it is clearly material to security holders but the event type cannot be more precisely identified without the referenced disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01"},{"id":3190,"accession_number":"0001193125-26-251752","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This disclosure describes the completion of a spin-off transaction on June 1, 2026, in which CLEH distributed 28,103,750 shares of New Enviri Common Stock to former Enviri stockholders. A spin-off is a material change of control event involving the separation and distribution of a subsidiary, which materially affects the registrant's ownership structure and control. Item 5.01 is the designated item for such transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01"},{"id":3191,"accession_number":"0001193125-26-251752","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses adoption of the Enviri II Corporation 2026 Omnibus Incentive Plan effective May 28, 2026, pursuant to which the CEO, CFO, and other executive officers are eligible to participate in grants of stock options, restricted awards, performance shares, and other equity-based awards. This is a compensatory arrangement disclosure under Item 5.02(e), material to investors assessing executive incentive structures post-Spin-Off.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01"},{"id":3192,"accession_number":"0001193125-26-251752","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"This Item 5.03 discloses multiple corporate governance amendments in connection with a spin-off: a stock split increasing authorized shares, an amended and restated certificate of incorporation and bylaws, and a name change from \"Enviri II Corporation\" to \"Enviri Corporation.\" While these are routine charter amendments, the context of a spin-off completion and the material restructuring of capital stock (split and increased authorization) make this material to investors assessing the post-spin entity's structure and capitalization. The event does not fit neatly into the more specific taxonomy categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01"},{"id":3193,"accession_number":"0001193125-26-251752","item_number":"5.05","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"The disclosure describes adoption of a new Code of Conduct in connection with a Spin-Off transaction. While the spin-off itself is material (ma_activity), this Item 5.05 filing addresses only the administrative adoption of a code of ethics document, which is a routine governance matter. The substantive event (the spin-off) would be disclosed separately under Item 1.01 or 2.01. This particular disclosure is a standard compliance filing that does not independently affect investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01"},{"id":3194,"accession_number":"0001193125-26-251752","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The disclosure announces completion of a \"Spin-Off and the Merger,\" which are material M\u0026A activities. The press release documents the consummation of a significant corporate restructuring involving both a spin-off and merger transaction, directly affecting the registrant's capital structure and control. This is a terminal event in a major transaction sequence and would materially affect a reasonable investor's assessment of the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:42:44.564158+00:00","company_name":"Enviri II Corp","ticker":null,"filing_date":"2026-06-01"}]}