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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) |

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)
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| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
![]() | ||||||||
| 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)
![]() | ||||||||
| 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)
![]() | ||||||||
| 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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Exhibit 99.1
SCHEDULE I
Transactions in the Securities of the Issuer During the Past Sixty Days
| Name | Date | Price per Share1 | Number of Shares Purchased/(Sold) |
| Galvanic | 5/12/2026 | $18.972 | 400 |
1 Price per Share does not include any brokerage commissions or service charges. Where weighted average price is used for the reported transactions, the Reporting Persons undertake to provide upon request by the SEC, full information regarding the number of Shares purchased or sold at each separate price.
2 A weighted average price based on prices ranging from $18.93 to $19.00.
Exhibit 99.2
Exhibit 2
POWER OF ATTORNEY
FOR CERTAIN REGULATORY FILINGS
INCLUDING CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND THE INVESTMENT ADVISERS ACT OF 1940
I, David E. Shaw, hereby make, constitute, and appoint each of
Adam Deaton,
Anne Dinning,
Edward Fishman,
Alexis Halaby,
Edwin Jager,
Martin Lebwohl,
Daniel Marcus,
Anoop Prasad,
Maximilian Stone, and
David Sweet,
acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.
This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled. Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
Date: August 1, 2024
/s/ David E. Shaw
David E. Shaw,
as President of D. E. Shaw & Co., Inc.
Exhibit 99.3
Exhibit 3
POWER OF ATTORNEY
FOR CERTAIN REGULATORY FILINGS
INCLUDING CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND THE INVESTMENT ADVISERS ACT OF 1940
I, David E. Shaw, hereby make, constitute, and appoint each of
Adam Deaton,
Anne Dinning,
Edward Fishman,
Alexis Halaby,
Edwin Jager,
Martin Lebwohl,
Daniel Marcus,
Anoop Prasad,
Maximilian Stone, and
David Sweet,
acting individually in such person’s capacity as an employee of D. E. Shaw & Co., L.P. or one of its subsidiaries, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name, in my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities), all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any U.S. or non-U.S. governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the U.S. Securities and Exchange Commission, and/or (ii) delivering, furnishing, or filing, in each case whether themself or through their designee, any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution of, and/or their (or their designee’s) delivery, furnishing, and/or filing of, the applicable document.
This power of attorney shall be valid as of the date set forth below and replaces the power granted on March 1, 2017, which is hereby cancelled. Furthermore, this power of attorney shall be valid with respect to any particular individual set forth above only for so long as such person remains employed by D. E. Shaw & Co., L.P. or one of its subsidiaries.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
Date: August 1, 2024
/s/ David E. Shaw
David E. Shaw,
as President of D. E. Shaw & Co. II, Inc.
Exhibit 99.4
Exhibit 4
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $1.25 per share, of Enviri Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 3rd day of June, 2026.
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Chief Compliance Officer | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
| David E. Shaw | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Attorney-in-Fact for David E. Shaw | ||