Form SCHEDULE 13D/A ENVIRI Corp Filed by: D. E. SHAW & CO, L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Enviri Corporation (Name of Issuer) |
Common stock, par value $1.25 per share (Title of Class of Securities) |
(CUSIP Number) |
D. E. Shaw & Co., L.P. Legal & Compliance, Two Manhattan West, 375 Ninth Ave., 52nd Floor New York, NY, 10001 212-478-0000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/01/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
D. E. Shaw & Co., L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
D. E. Shaw & Co., L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
David E. Shaw | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $1.25 per share | |
| (b) | Name of Issuer:
Enviri Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
Two Logan Square, 100-120 North 18th Street, 17th Floor, Philadelphia,
PENNSYLVANIA
, 19103. | |
Item 1 Comment:
Introductory Note:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is filed by and on behalf of each of the Reporting Persons to amend and supplement the Schedule 13D related to the common stock, par value $1.25 per share (the "Shares"), of Enviri Corporation (the "Issuer") previously filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on December 1, 2025 (the "Initial Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Initial Schedule 13D. Except as provided herein, each Item of the Initial Schedule 13D remains unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Initial Schedule 13D is hereby amended and supplemented as follows:
On June 1, 2026, Enviri LLC (CIK: 0000045876), as successor by merger to the Issuer, filed a Form 8-K with the SEC disclosing, among other things, the consummation of the separation and sale to the Buyer of the Issuer's "Clean Energy" business through a series of transactions (collectively, the "Transactions"). Upon consummation of the Transactions, for every three Shares held and exchanged by the Reporting Persons, the Reporting Persons received one share of common stock, par value $0.00001 per share, of Enviri II Corporation, a Delaware corporation (CIK: 0002104052). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Initial Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of Amendment No. 1 is incorporated herein by reference.
Following the consummation of the Transactions, none of the Reporting Persons beneficially owns any Shares. | |
| (b) | Item 5(b) of the Initial Schedule 13D is hereby amended and supplemented as follows:
See Item 5(a) of Amendment No. 1 to the Initial Schedule 13D. | |
| (c) | Item 5(c) of the Initial Schedule 13D is hereby amended and supplemented as follows:
Schedule I to Amendment No. 1, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in Shares by the Reporting Persons and/or any affiliates of the Reporting Persons during the past sixty (60) days. | |
| (d) | Item 5(d) of the Initial Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of Amendment No. 1 is incorporated herein by reference.
Following the consummation of the Transactions, none of the Reporting Persons beneficially owns any Shares. | |
| (e) | Item 5(e) of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Item 4 of Amendment No. 1 is incorporated herein by reference.
On June 1, 2026, following the consummation of the Transactions, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial Schedule 13D is hereby amended and supplemented as follows:
As of the date of this Amendment No. 1, none of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
Exhibit 99.1 - Schedule I (Transactions in the Securities of the Issuer During the Past Sixty Days)
Exhibit 99.2 - Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit 99.3 - Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit 99.4 - Joint Filing Agreement, by and among the Reporting Persons, dated June 3, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS