UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~THE

Date of Report (Date of earliest event reported) October 31, 2024

Enviri Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-03970

23-1483991

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

Two Logan Square 100-120 North 18th Street, 17th Floor,Philadelphia, Pennsylvania

19103

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (267) 857-8715

(Former name or former address, if changed since last report.)

SECURITIES EXCHANGE ACT OF 1934

~~Check~~Date ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~Report ~~registrant~~(Date ~~under any~~ of ~~the~~Earliest ~~following~~Event ~~provisions~~Reported): ~~(see~~November ~~General~~22, ~~Instructions A.2. below):~~2024


Enviri Corporation
(Exact name of Company as specified in its charter)

Delaware

001-03970

23-1483991

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Two Logan Square

100-120 North 18th Street, 17th Floor

19103

Philadelphia,

Pennsylvania

(Address of principal executive offices)

(Zip Code)


			(267)			857-8715
			(Company’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 Company under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			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:

Title of each class

~~Trading~~Ticker ~~Symbol~~symbol(s)

Name of each exchange on which registered

Common stock, par value $1.25 per share

NVRI

New York Stock Exchange

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 ~~(§230.405 of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(§240~~.~~12b-2~~ ofEmerging ~~this~~growth ~~chapter).~~company ☐

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. ☐

Item 24.~~02 Results~~01. Changes ofin ~~Operations~~Registrant's ~~and~~Certifying ~~Financial Condition~~Accountant.

OnThe ~~October 31,~~Audit ~~2024,~~Committee of the Board of Directors (the “Audit Committee”) of Enviri Corporation (the “Company”) ~~issued~~authorized management to initiate a ~~press~~strategic ~~release~~request-for-proposal ~~announcing~~process soliciting proposals from accounting firms to provide audit services to the Company as its ~~earnings~~independent registered public accounting firm for the ~~third~~fiscal ~~quarter~~year ~~ended~~ending ~~September 30~~December 31, ~~2024~~2025. AThe ~~copy~~objective of this process is to practice good corporate governance with respect to the ~~press~~retention ~~release~~of isthe ~~attached~~Company’s ~~hereto~~independent registered public accounting firm as ~~Exhibit~~outlined 99in the Company’s audit committee charter, including on-going evaluation of the firm’s qualifications, independence, and renumeration.1 Management requested proposals from several independent registered public accounting firms, including PricewaterhouseCoopers LLP (“PwC”), the Company’s current independent registered public accounting firm, in the process.

~~The~~On ~~information~~November 22, is2024, ~~being~~PwC ~~furnished~~notified inthe ~~this~~Audit ~~report~~Committee ~~and~~that ~~shall~~it would not be ~~deemed~~able to bemeet ~~“filed”~~the ~~for~~Company’s ~~purposes~~economic ofexpectations ~~Section~~and, 18therefore, ofhad ~~the~~decided ~~Securities~~not ~~Exchange~~to ~~Act~~participate ofin ~~1934 (~~the ~~“Exchange~~request-for-proposal ~~Act”)~~process orand ~~otherwise~~to ~~subject~~decline to stand for re-election as the ~~liabilities~~Company’s ofindependent ~~that~~registered ~~section,~~public ~~nor~~accounting ~~shall~~firm itfor befiscal ~~deemed~~year ~~incorporated~~2025. byPwC’s ~~reference~~decision ~~into~~was not the result of any ~~filing~~disagreement ~~under~~with the ~~Securities~~Company ~~Act~~on any matter of ~~1933~~accounting principles or practices, financial statement disclosure or auditing scope or procedure. Unless PwC and the ~~Exchange~~Audit ~~Act,~~Committee ~~except~~of asthe ~~shall~~Board beagree ~~expressly~~otherwise, ~~set~~PwC ~~forth~~will bycease ~~specific~~providing ~~reference~~services into ~~such~~the Company following the filing of its Annual Report on Form 10-K for the year ending December 31, 2024.

~~Item~~The ~~9.01 Financial~~reports ~~Statements~~of PwC on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and ~~Exhibits~~2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

~~The~~During ~~following~~the ~~exhibits~~years ~~are~~ended ~~furnished~~December as31, ~~part~~2023 ofand 2022, and the ~~Current~~subsequent ~~Report~~interim period through November 22, 2024, there were (i) no disagreements between the Company and PwC on ~~Form~~any 8matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference to the subject matter of the disagreement in connection with its report for such years, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K: for such years and subsequent interim period through November 22, 2024.

~~Exhibit~~In 99accordance with Item 304(a)(3) of Regulation S-K, the Company has provided PwC with a copy of this Current Report on Form 8-K and requested that PwC furnish the Company with a letter addressed to the U.1S. ~~Earnings~~Securities ~~press~~and ~~release~~Exchange Commission (“SEC”) stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree, as required by SEC rules. A copy of PwC’s letter, dated ~~October~~November 3129, 2024, stating its agreement with the above statements, is attached as Exhibit 16.1 to this report.

~~SIGNATURES~~The Company will disclose its engagement of a new independent registered public accounting firm once the evaluation process has been completed by the Company and the Audit Committee of the Board and as required by, and in accordance with, the SEC’s rules and regulations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
16.1						Letter from PwC to the U.S. Securities and Exchange Commission dated November 29, 2024.
104						Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

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.

Enviri Corporation

ENVIRI CORPORATION

Date:

October 31, 2024

/s/ TOM VADAKETH

Date: November 29, 2024

/s/ Russell C. Hochman

Tom Vadaketh

Russell C. Hochman

Senior Vice President and Chief Financial Officer

Senior Vice President and General Counsel,Chief Compliance Officer & Corporate Secretary

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