8-K filed June 1, 2026, 5:18 PM ET CIK 0002104052

M&A confidence high sentiment neutral materiality 0.90

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp

Spin-off completed June 1; Enviri shareholders receive 1 share New Enviri for every 3 Enviri shares plus $15 cash per share.
Russell Hochman named President & CEO; segments: Harsco Environmental and Harsco Rail.
Annualized 2026 pro forma revenue ~$1.2B and Adjusted EBITDA ~$140M; net debt/EBITDA 2.0x.
New Enviri enters $152M revolver (undrawn) and $370.7M term loan; maturities 2029 and 2028.
Name to change to 'Enviri Corporation' effective June 2; ticker NVRI.

item 1.01 item 2.03 item 3.03 item 5.03 item 5.01 item 5.02 item 5.05 item 7.01 item 9.01

Machine-readable event card

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accession: 0001193125-26-251752
form_type: 8-K
ticker: null
cik: 0002104052
company_name: Enviri II Corp
filed_at: 2026-06-01T21:18:36+00:00
discovered_at: 2026-06-01T21:20:00.312611+00:00
generated_at: 2026-06-01T21:20:43.708017+00:00
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event_type: m_and_a
sentiment: neutral
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Source-grounded claims

0dedf605fbad2e3b84b6b400ddaaadbe2af50640

Enviri II Corp amended credit facility of $152.0 million with Bank of America, N.A., as Administrative Agent and Collateral Agent at ranging from 75 to 125 basis points over the Base Rate or 175 to 225 basis point maturing September 5, 2029.

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

c27b09568e924a69dd7075bb75db63b1773ea557

Enviri II Corp amended term loan of $370.7 million with Bank of America, N.A., as Administrative Agent and Collateral Agent at 125 basis points over the Base Rate or 225 basis points over Term SOFR maturing March 10, 2028.

facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”) and (ii) a term loan B facility in an aggregate principal amount of $370.7 million (such facility, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Credit Facilities”). Following the completion of the Merger, there are no

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

1243aa15ef7c90dd084c952a1187243718aa1f63

Enviri II Corp: Adopted Code of Conduct.

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.85 SEC evidence

44c28cc73cf0482f6921ed6d861c658cce8d5f13

Enviri II Corp: Amended and restated bylaws (effective 2026-05-29).

New Enviri also amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective as of May 29, 2026.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.95 SEC evidence

528407b9d7b3ff7dda5c3d8d1021b78cdc89b557

Enviri II Corp: Increased authorized shares and effected stock split (effective 2026-05-29).

The Split Amendment increased the number of authorized shares of New Enviri Common Stock and effected a stock split of the then-outstanding shares of New Enviri Common Stock.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.95 SEC evidence

81332f4bc70755185b2b1ebc892c51c8be632361

Enviri II Corp: Filed amended and restated certificate of incorporation (effective 2026-05-29).

New Enviri filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which became effective as of the time of filing.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.95 SEC evidence

da5671d89121f9500d5dd2dfe1161f54d213febf

Enviri II Corp underwent a change of control (closed 2026-06-01).

This 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.

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

316c5fb896bfc417c693b258d45d95e12e89031d

Enviri II Corp entered into Transition Services Agreement with CLEH valued at New Enviri will provide certain services to CLEH on an interim, transitional basis (effective 2026-06-01).

On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

3cda1c55a262c08ff33520ebc9c23088c21d5ca8

Enviri II Corp entered into Third Amended and Restated Credit Agreement with Bank of America, N.A. valued at Revolving credit facility of $152.0 million and term loan B facility of $370.7 million (effective 2026-06-01).

On June 1, 2026, New Enviri entered into a joinder agreement to that certain Third Amended and Restated Credit Agreement, dated as of November 2, 2016 (as amended, modified, extended or restated from time to time, the “Credit Agreement”), by and among Enviri Corporation, the issuing lenders named therein, the lenders party thereto, the other parties party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent (the “Agent”).

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

Comparable filings

EWCZ

European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted

European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.03, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

Comparable filing

up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: debt_financing, ma_transaction same SEC item: 1.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

Comparable filing

$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032

Filing page SEC filing

APAD

Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M

Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

Filing page SEC filing

RPAY

REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan

Repay Holdings Corp June 1, 2026, 4:14 PM ET m_and_a Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01

same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

Comparable filing

The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million

Filing page SEC filing

CTLP

Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share

CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

This 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.

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

CTRA

Coterra Energy completes merger with Devon; shares converted at 0.70x ratio

Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

This 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.

Comparable filing

Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.10 per share CTRA 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 (§230.405

Filing page SEC filing

FFIC

OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares

FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

This 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.

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

This 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.

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

Source: SEC EDGAR

accession 0001193125-26-251752

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