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0000045876FALSE00000458762026-05-202026-05-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): May 20, 2026 |
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| Enviri Corporation |
| (Exact name of registrant as specified in its charter) |
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| Delaware | | 001-03970 | | 23-1483991 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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Two Logan Square 100-120 North 18th Street, 17th Floor | | 19103 |
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| Philadelphia, | Pennsylvania | |
| (Address of principal executive offices) | | (Zip Code) |
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| (267) | 857-8715 | |
| (Registrant’s telephone number, including area code) | |
Check 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Ticker symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $1.25 per share | | NVRI | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐
If 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. ☐
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 “when-issued” trading of shares of New Enviri’s common stock, in each case, in connection with the Spin-Off, and information regarding the per share consideration to be paid in the Merger.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit 99.1 | |
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| Exhibit 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Enviri Corporation |
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Date: May 20, 2026 | By: | /s/ Samuel Fenice |
| | Name: Samuel Fenice |
| | Title: Vice President and Corporate Controller |