News & Events

Material Modification to Rights of Security Holders. The information set forth under

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…

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…

Regulation FD Disclosure. On June 1, 2026, New Enviri issued a press release announcing the completion of the Spin-Off and the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information set forth in this Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to…

Changes in Control of Registrant. As described above, the Spin-Off was completed on June 1, 2026. Immediately prior to the Holding Company Merger and the Distribution, New Enviri was a wholly owned subsidiary of Enviri and CLEH, respectively. In connection with the Spin-Off, CLEH distributed 28,103,750 shares of New Enviri Common Stock to its stockholders (the former stockholders of Enviri).

Entry into a Material Definitive Agreement. General Prior to the opening of trading on the New York Stock Exchange (the “NYSE”) on June 1, 2026, the Holding Company Merger and Spin-Off 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 sha…

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.

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 Agreeme…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under the heading “Senior Secured Credit Facilities” in

The filing describes the adoption of a new incentive plan and indemnification agreements, not a management change.

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 r…

Other Events. On May 20, 2026, Enviri Corporation (the “Company”) issued a press release announcing, among other things, certain details in connection with the spin-off (the “Spin-Off”) of the Company’s Harsco Environmental and Harsco Rail segments into a separate, publicly traded company (“New Enviri”) and the sale (the “Merger”) of the Company’s Clean Earth segment, including information regarding timing of the Spin-Off and the Merger and trading of shares of the Company’s common stock and…

Results of Operations and Financial Condition. On May 11, 2026, Enviri Corporation (the “Company”) issued a press release announcing its earnings for the first quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1. The information is being furnished in this report and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall i…

Other Events As previously reported, on November 20, 2025, Enviri Corporation, a Delaware corporation (“Enviri” or the “Corporation”), entered into definitive agreements with Veolia Environnement S.A., a French société anonyme (“Buyer”), for the sale of the Corporation’s “Clean Earth” business (the “Clean Earth Business”), including (i) an Agreement and Plan of Merger, dated as of November 20, 2025 (the “Merger Agreement”), by and among the Corporation, CLEH, Inc., a newly formed Delaware cor…