CHRA / Charah Solutions Inc - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Charah Solutions Inc
US ˙ NYSE ˙ US15957P1057
SIMBOL INI TIDAK AKTIF LAGI

Statistik Asas
LEI 549300I6O29493834F54
CIK 1730346
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Charah Solutions Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
July 20, 2023 8-K

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 Date of Report (Date of earliest event reported): July 13, 2023 CHARAH SOLUTIONS, I

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 Date of Report (Date of earliest event reported): July 13, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi

July 20, 2023 EX-3.2

CHARAH SOLUTIONS, INC. July 13, 2023 TABLE OF CONTENTS

Exhibit 3.2 CHARAH SOLUTIONS, INC. BYLAWS July 13, 2023 TABLE OF CONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1. Time and Place of Meetings 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 1 Section 5. Quorum 2 Section 6. Voting 2 ARTICLE II DIRECTORS 3 Section 1. Powers 3 Section 2. Number and Term of Office 3 Section 3. Vacancies and New Dir

July 20, 2023 EX-1.1

AMENDMENT NO. 3 to Term Loan Agreement

Exhibit 1.1 Execution Version AMENDMENT NO. 3 to Term Loan Agreement This AMENDMENT NO. 3 to TERM LOAN AGREEMENT (this “Amendment”) dated as of July 13, is among Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (the “Borrower”), Charah Solutions, Inc., a Delaware corporation (“Charah Solutions”), Charah, LLC, a Kentucky limited liability company (“Charah LLC”

July 20, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38523 Charah Solutions, Inc. (Exact name of registrant as specified in

July 20, 2023 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CHARAH SOLUTIONS, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHARAH SOLUTIONS, INC. Charah Solutions, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 30, 2018 under

July 17, 2023 SC 13D/A

CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* CHARAH SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) Mark Spender| Bernhard Capital Partners 400 Convention Street, Suite 1010 Baton Rouge, LA, 70802 (225) 228-23

July 13, 2023 POS AM

As filed with the Securities and Exchange Commission on July 13, 2023

As filed with the Securities and Exchange Commission on July 13, 2023 Registration No.

July 13, 2023 S-8 POS

As filed with the Securities and Exchange Commission on July 13, 2023

As filed with the Securities and Exchange Commission on July 13, 2023 Registration No.

July 12, 2023 8-K

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 Date of Report (Date of earliest event reported): July 12, 2023 CHARAH SOLUTIONS, I

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 Date of Report (Date of earliest event reported): July 12, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi

July 5, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

July 5, 2023 8-K

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 Date of Report (Date of earliest event reported): July 5, 2023 CHARAH SOLUTIONS, IN

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 Date of Report (Date of earliest event reported): July 5, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil

July 3, 2023 EX-99.2

JOINT FILING AGREEMENT JOINT FILING AGREEMENT

EX-99.2 Exhibit “2” JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G, including all amendments thereto, with respect to the common stock, par value $0.01 per share, of Charah Solutions, Inc., and further agree that t

July 3, 2023 SC 13G

CHRA / Charah Solutions Inc / Klein Roger M. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) April 19, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate th

July 3, 2023 EX-99.1

IDENTITY OF MEMBERS OF GROUP

EX-99.1 Exhibit “1” IDENTITY OF MEMBERS OF GROUP HCK Grandchildren 2022 Two-Year GRAT Krieger Charitable Trust Herbert Klein Robert Klein

June 30, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SO

June 12, 2023 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

May 31, 2023 EX-FILING FEES

Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) CHARAH SOLUTIONS, INC. (Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Exhibit Fee Table Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) CHARAH SOLUTIONS, INC.

May 31, 2023 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

May 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38523 CHARAH SOLUTIONS, INC. (Ex

May 31, 2023 EX-21.1

List of Subsidiaries of Charah Solutions, Inc.

Exhibit 21.1 Subsidiaries of Charah Solutions, Inc. Entity State or Other Jurisdiction of Incorporation or Organization Charah Sole Member LLC Delaware Charah, LLC Kentucky Ash Management Services, LLC Kentucky Green Meadow, LLC North Carolina Ash Venture LLC North Carolina CV Ash, LLC Texas Charah Management LLC Delaware SCB International Holdings, LLC Delaware Mercury Capture Intellectual Proper

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-38523

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-38523 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F

April 21, 2023 EX-10.3

Security Agreement, dated as of April 16, 2023, by and among Avon Lake Environmental Redevelopment Group, LLC, Cheswick Lefever LLC and Cheswick Plant Environmental Redevelopment Group LLC and Charah Preferred Stock Aggregator, LP. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed April 21, 2023).

Exhibit 10.3 Execution Version SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 16, 2023 (the “Effective Date”) (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among AVON LAKE ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, an Ohio limited liability company (“Avon”), CHESWICK LEFEVER LLC, a Pennsylva

April 21, 2023 SC 13D/A

CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

April 21, 2023 EX-10.1

Voting and Support Agreement, dated as of April 16, 2023, by and among Charah Holdings LP, BCP Energy Services Fund-A, LP, BCP Energy Services Fund, LP, Charah Preferred Stock Aggregator, LP, Acquisition Parent 0423 Inc. and Charah Solutions, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 21, 2023).

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of April 16, 2023 (the “Agreement”), among (a) Charah Holdings LP, a Delaware limited partnership, (b) BCP Energy Services Fund-A, LP, a Delaware limited partnership, (c) BCP Energy Services Fund, LP, a Delaware limited partnership, and (d) Charah Preferred Stock Aggregator, LP, a Delaware limit

April 21, 2023 8-K

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 Date of Report (Date of earliest event reported): April 16, 2023 CHARAH SOLUTIONS,

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 Date of Report (Date of earliest event reported): April 16, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

April 21, 2023 EX-2.1

Agreement and Plan of Merger, dated as of April 16, 2023, by and among Acquisition Parent 0423 Inc., Acquisition Sub April 2023 Inc. and Charah Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed April 21, 2023).

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ACQUISITION PARENT 0423 INC., ACQUISITION SUB APRIL 2023 INC. and CHARAH SOLUTIONS, INC. Dated as of April 16, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Interpretation; Construction 2 ARTICLE II THE MERGER Section 2.1 The Merger 4 Section 2.2 The Closing 4 Section 2.3 Effective Time 5 S

April 21, 2023 EX-10.2

Amendment No. 2, dated as of April 16, 2023, to the Term Loan Agreement by and among Gibbons Creek Environmental Redevelopment Group, LLC, as borrower, the Charah Solutions, Inc., Charah, LLC, and Charah Preferred Stock Aggregator, LP, as lender (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 21, 2023).

Exhibit 10.2 Execution Version AMENDMENT NO. 2 to Term Loan Agreement This AMENDMENT NO. 2 to TERM LOAN AGREEMENT (this “Amendment”) dated as of April 16, 2023 is among Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (the “Borrower”), Charah Solutions, Inc., a Delaware corporation (“Charah Solutions”), Charah, LLC, a Kentucky limited liability company (“Char

April 20, 2023 SC 13G

CHRA / Charah Solutions Inc / Titterton Lewis H jr - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED CHARAH SOLUTIONS, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 15957P303 (CUSIP Number) April 11, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

April 18, 2023 SC 13D/A

CHRA / Charah Solutions Inc / B. Riley Financial, Inc. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 15957P105 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-3737 (

April 18, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock, par value $0.

April 17, 2023 8-K

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 Date of Report (Date of earliest event reported): April 16, 2023 CHARAH SOLUTIONS,

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 Date of Report (Date of earliest event reported): April 16, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

April 17, 2023 EX-99.1

CHARAH SOLUTIONS, INC. ENTERS DEFINITIVE AGREEMENT TO BE ACQUIRED BY SER CAPITAL PARTNERS FOR $6.00 PER COMMON SHARE

Exhibit 99.1 CHARAH SOLUTIONS, INC. ENTERS DEFINITIVE AGREEMENT TO BE ACQUIRED BY SER CAPITAL PARTNERS FOR $6.00 PER COMMON SHARE Louisville, KY – April 17, 2023 – Charah Solutions, Inc. (OTC Pink: CHRA, the “Company” or “Charah Solutions”) today announced that it entered into a definitive agreement with SER Capital Partners (“SER”), a private investment firm exclusively focused on sustainable inv

April 3, 2023 EX-99.1

Charah Solutions, Inc. Receives Notice From NYSE Regarding Continued Listing Standard

Exhibit 99.1 Charah Solutions, Inc. Receives Notice From NYSE Regarding Continued Listing Standard Louisville, KY – April 3, 2023 – Charah Solutions, Inc. (the “Company”) today announced that the Company was notified by the New York Stock Exchange (“NYSE”) of its determination to commence proceedings to delist and suspend trading of the Company’s common stock and 8.5% Senior Notes due 2026 (the “N

April 3, 2023 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): April 3, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi

March 30, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-38523

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-38523 (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

March 22, 2023 8-K

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 Date of Report (Date of earliest event reported): March 16, 2023 CHARAH SOLUTIONS,

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 Date of Report (Date of earliest event reported): March 16, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

March 22, 2023 EX-10.1

CFO Employment Agreement

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and Joe Skidmore (“Employee”) effective as of March 16, 2023 (the “Effective Date”). Charah Solutions, Inc., a Delaware corporation and parent of the Company (the “Parent”), enters into this Agreement for the limited pu

March 8, 2023 SC 13G/A

CHRA / Charah Solutions Inc / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P303 (CUSIP Number) FEBRUARY 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

March 7, 2023 8-K

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 Date of Report (Date of earliest event reported): March 1, 2023 CHARAH SOLUTIONS, I

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 Date of Report (Date of earliest event reported): March 1, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi

February 13, 2023 SC 13G/A

CHRA / Charah Solutions Inc / NORTH RUN CAPITAL, LP - SC 13G/A Passive Investment

SC 13G/A 1 d436337dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Charah Solutions, Inc. (Name of Issuer) Common Stock, $0.01 par

February 13, 2023 SC 13G/A

CHRA / Charah Solutions Inc / Portolan Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236395d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 4 )* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P303 (CUSIP Number) December

February 8, 2023 SC 13G/A

CHRA / Charah Solutions Inc / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P303 (CUSIP Number) DECEMBER 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

January 20, 2023 EX-99.1

Charah Solutions, Inc. Receipt of Market Capitalization Notification Letter from NYSE

Exhibit 99.1 Charah Solutions, Inc. Receipt of Market Capitalization Notification Letter from NYSE Louisville, KY – January 20, 2023 – Charah Solutions, Inc. (NYSE:CHRA) ("Charah Solutions" or the "Company"), a leading provider of environmental services and byproduct recycling to the power generation industry, received written notice from the New York Stock Exchange ("NYSE") that its total market

January 20, 2023 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): January 13, 2023 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

December 30, 2022 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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 Date of report (Date of earliest event reported): December 28, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio

December 30, 2022 EX-99.1

Charah Solutions, Inc. Completes Reverse Stock Split

Exhibit 99.1 Charah Solutions, Inc. Completes Reverse Stock Split Louisville, KY ? December 28, 2022 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?), a leading provider of environmental services and byproduct recycling to the power generation industry, will effect a one-for-ten (1:10) reverse stock split of its common stock, par value $0.01 per share, effective at 5:00

December 30, 2022 EX-99.2

Charah Solutions, Inc. Receipt of Notification Letter from NYSE

Exhibit 99.2 Charah Solutions, Inc. Receipt of Notification Letter from NYSE Louisville, KY ? December 30, 2022 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?), a leading provider of environmental services and byproduct recycling to the power generation industry, received written notice from the New York Stock Exchange (?NYSE?) that the average closing price of its comm

December 30, 2022 EX-3.1

Amendment to the Amended and Restated Certificate of Incorporation of Charah Solutions, Inc. dated December 28, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed December 30, 2022).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHARAH SOLUTIONS, INC. Charah Solutions, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the ?DGCL?), hereby certifies as follows: 1. The original Certificate of Incorporation of the

December 8, 2022 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

DEF 14C 1 edge20006011x2def14c.htm DEF 14C TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:  ☐ Preliminary Information Statement  ☐ Confidential, for Use of the Commission Only (as permitted b

December 6, 2022 EX-10.1

Separation and Release Agreement between Charah, LLC, Charah Solutions, Inc. and Roger Shannon, executed as of December 1, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K filed on December 6, 2022).

Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT 1. Parties. The parties to this Separation and Release Agreement (this ?Agreement?) are Roger Shannon, the Employee (for yourself, your family, beneficiaries and anyone acting for you) (?you?), and Charah, LLC and its parent, Charah Solutions, Inc. (collectively the ?Employer?). 2. End of Employment. Your employment with the Employer will end on Novemb

December 6, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): December 1, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

November 23, 2022 SC 13D/A

CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

November 23, 2022 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? ? ? Preliminary Information Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ?? ? ? Definitiv

November 22, 2022 SC 13G/A

CHRA / Charah Solutions Inc / Portolan Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d ?1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d?2. (Amendment No. 3)* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P105 (CUSIP Number) November 21, 2022 (Date of Event Which Requires Fil

November 18, 2022 SC 13D/A

CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment

SC 13D/A 1 d612889dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CHARAH SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) Mark Spender Bernhard Capital Partners 400 Convention Street, Suite 1010 Baton Ro

November 16, 2022 EX-4.1

Amendment No. 2 to the Registration Rights Agreement, dated November 14, 2022, by and between Charah Solutions, Inc. and BCP Energy Services Fund, LP, BCP Energy Services Fund-A, LP, Charah Holdings LP, and Charah Preferred Stock Aggregator, LP. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8‑K filed on November 16, 2022).

Exhibit 4.1 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this ?Amendment?), effective as of November 14, 2022, is by and among Charah Solutions, Inc., a Delaware corporation (the ?Company?), and each of the other parties listed on the signature pages hereto (the ?Holders? and, together with the Company, the ?Parties?). Capitalized but

November 16, 2022 EX-10.2

Amendment No. 2 to Credit Agreement, dated November 14, 2022, by and among Charah Solutions, Inc., JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8‑K filed on November 16, 2022).

Exhibit 10.2 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is entered into as of November 14, 2022 by and among CHARAH SOLUTIONS, INC., a Delaware corporation ("Charah"), CHARAH, LLC, a Kentucky limited liability company and SCB INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company (such Persons together with Charah, each a "Borrower" a

November 16, 2022 EX-99.1

Charah Solutions, Inc. Announces Third Quarter 2022 Results, Leadership Changes, Sale of $30 Million of Series B Preferred Stock and a Reverse Stock Split

Exhibit 99.1 Charah Solutions, Inc. Announces Third Quarter 2022 Results, Leadership Changes, Sale of $30 Million of Series B Preferred Stock and a Reverse Stock Split Louisville, KY ? November 14, 2022 ? Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental services and byproduct recycling to the power generation industry, today announced financial results for the third quarter

November 16, 2022 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of report (Date of earliest event reported): November 14, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio

November 16, 2022 EX-3.1

Certificate of Designation of Series B Preferred Stock, dated November 14, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8‑K filed on November 16, 2022).

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES B PREFERRED STOCK OF CHARAH SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware: CHARAH SOLUTIONS, INC., a Delaware corporation, certifies that pursuant to the authority contained in Article IV of its Amended and Restated Certificate of Incorporation, and in accordance with the provisions of Section 151 o

November 16, 2022 EX-10.1

Series B Preferred Stock Purchase Agreement, dated as of November 14, 2022, by and between Charah Solutions, Inc. and the purchaser named on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K filed on November 16, 2022).

Exhibit 10.1 SERIES B PREFERRED STOCK PURCHASE AGREEMENT between CHARAH SOLUTIONS, INC. and THE PURCHASER PARTY HERETO TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Accounting Procedures and Interpretation. 6 Article II AGREEMENT TO SELL AND PURCHASE 6 Section 2.01 Purchase Price 6 Section 2.02 Closing. 6 Section 2.03 Conditions to the Obligations of the P

November 15, 2022 EX-10.1

Separation Agreement and General Release of Claims, dated November 14, 2022, by and between Charah LLC and Scott Sewell (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K filed on November 15, 2022).

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (“Agreement”) dated November 14, 2022 is entered into by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and Scott Sewell (“Employee”). Charah Solutions, Inc., a Delaware corporation (“Charah Solutions”), enters into this Agreement for the purpose o

November 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARA

November 15, 2022 EX-10.2

Amendment No. 1 to the Term Loan Agreement, dated October 28, 2022, by and among Gibbons Creek Environmental Redevelopment Group, LLC, Charah Solutions, Inc., Charah, LLC and Charah Preferred Stock Aggregator, LP. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8‑K filed on November 15, 2022).

EX-10.2 3 brhc10044239ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT NO. 1 to Term Loan Agreement This AMENDMENT NO.1 to TERM LOAN AGREEEMENT (this “Agreement”) dated as of October 28, 2022 (the “Effective Date”), is among Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (the “Borrower”), Charah Solutions, Inc., a Delaware corporation (“Charah Solutions”), Ch

November 15, 2022 EX-99.1

Charah Solutions, Inc. Announces Third Quarter 2022 Results, Leadership Changes, Sale of $30 Million of Series B Preferred Stock and a Reverse Stock Split

Exhibit 99.1 Charah Solutions, Inc. Announces Third Quarter 2022 Results, Leadership Changes, Sale of $30 Million of Series B Preferred Stock and a Reverse Stock Split Louisville, KY – November 14, 2022 – Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental services and byproduct recycling to the power generation industry, today announced financial results for the third quarter

November 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40169

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40169 (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report

November 15, 2022 8-K

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 Date of Report (Date of earliest event reported): November 14, 2022 CHARAH SOLUTION

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 Date of Report (Date of earliest event reported): November 14, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio

November 15, 2022 8-K

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 Date of Report (Date of earliest event reported): November 8, 2022 CHARAH SOLUTIONS

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 Date of Report (Date of earliest event reported): November 8, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

November 15, 2022 EX-99.2

Q3 2022 Investor Presentation As of November 15, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities

chraq32022investordeck11 Q3 2022 Investor Presentation As of November 15, 2022 Exhibit 99.

November 15, 2022 EX-99.1

Charah Solutions, Inc. Announces Third Quarter 2022 Results, Leadership Changes, Sale of $30 Million of Series B Preferred Stock and a Reverse Stock Split

Exhibit 99.1 Charah Solutions, Inc. Announces Third Quarter 2022 Results, Leadership Changes, Sale of $30 Million of Series B Preferred Stock and a Reverse Stock Split Louisville, KY – November 14, 2022 – Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental services and byproduct recycling to the power generation industry, today announced financial results for the third quarter

October 18, 2022 EX-99.1

Charah Solutions Appoints Jonathan Batarseh as Chief Financial Officer

Exhibit 99.1 Charah Solutions Appoints Jonathan Batarseh as Chief Financial Officer LOUISVILLE, KY (October 18, 2022) ? Charah? Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?), a leading provider of environmental services and byproduct recycling to the power generation industry, today announced the appointment of Jonathan Batarseh as Chief Financial Officer and Treasurer, effect

October 18, 2022 EX-10.1

Employment Agreement between Charah, LLC, Charah Solutions, Inc. and Jonathan Batarseh, effective as of October 17, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K filed on October 18, 2022).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the ?Company?), and Jonathan Batarseh (?Employee?) effective as of October 17, 2022 (the ?Effective Date?). Charah Solutions, Inc., a Delaware corporation and parent of the Company (the ?Parent?), enters into this Agreement for the lim

October 18, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): October 17, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

October 5, 2022 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): September 29, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissi

September 19, 2022 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): September 13, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissi

September 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of Report (Date of earliest event reported): September 13, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissi

August 19, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SOL

August 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 15, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

August 16, 2022 EX-99.1

Charah Solutions, Inc. Reports Second Quarter 2022 Results Company Announces Agreement for First EnviroSource Deployment Reported Revenue of $77.1 million for the Period; New Awards of $328 million Year-to-Date Backlog of Future Work Stands at $1.55

Exhibit 99.1 Charah Solutions, Inc. Reports Second Quarter 2022 Results Company Announces Agreement for First EnviroSource Deployment Reported Revenue of $77.1 million for the Period; New Awards of $328 million Year-to-Date Backlog of Future Work Stands at $1.55 billion; Extends to 2036 Louisville, KY ? August 15, 2022 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?), a

August 16, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40169

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40169 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Fo

August 16, 2022 EX-99.2

Q2 2022 Earnings Call Presentation August 16, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Li

Q2 2022 Earnings Call Presentation August 16, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?bel

August 15, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): August 15, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

August 15, 2022 EX-10.2

Amendment No. 1 to Credit Agreement, dated August 15, 2022, by and among Charah Solutions, Inc., JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K filed on August 15, 2022).

Exhibit 10.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is entered into as of August 15, 2022 by and among CHARAH SOLUTIONS, INC., a Delaware corporation ("Charah"), CHARAH, LLC, a Kentucky limited liability company and SCB INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company (such Persons together with Charah, each a "Borrower" and

August 15, 2022 EX-10.1

Term Loan Agreement, dated August 15, 2022, by and among Gibbons Creek Environmental Redevelopment Group, LLC, Charah Solutions, Inc., Charah, LLC and Charah Preferred Stock Aggregator, LP.*

Exhibit 10.1 Execution Version TERM LOAN AGREEMENT dated as of August 15, 2022 between GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, as Borrower, the Parent Guarantors party hereto, and CHARAH PREFERRED STOCK AGGREGATOR, LP, as Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Terms Generally 13 Section 1.03 Accounting Terms; GAAP 13 Section 1.

July 28, 2022 EX-10.1

Amended and Restated Employment Agreement between Charah, LLC, Charah Solutions, Inc. and Roger Shannon, dated July 22, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8‑K filed on July 28, 2022).

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the ?Company?), and Roger Shannon (?Employee?) effective as of July 22, 2022 (the ?Effective Date?) and amends and restates that certain Employment Agreement between Employee and the Company or

July 28, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): July 22, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi

June 29, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): June 27, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi

June 29, 2022 EX-10.1

Form of 2022 Performance Share Unit Grant Notice (Form for grantee with employment agreement) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K filed on June 29, 2022).

Exhibit 10.1 Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Charah Solutions, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant

June 29, 2022 EX-10.3

Amended and Restated Employment Agreement between Charah, LLC, Charah Solutions, Inc. and Scott A. Sewell, dated June 27, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8‑K filed on June 29, 2022).

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the ?Company?), and Scott Sewell (?Employee?) effective as of June 27, 2022 (the ?Effective Date?) and amends and replaces that certain Employment Agreement between Employee and the Company ori

June 29, 2022 EX-10.2

Form of 2022 Restricted Stock Unit Grant Notice (Form for grantee with employment agreement) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8‑K filed on June 29, 2022).

Exhibit 10.2 Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), Charah Solutions, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant?

June 9, 2022 8-K

Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 8, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil

May 10, 2022 EX-99.1

Charah Solutions, Inc. Reports First Quarter 2022 Results Company Reported Revenue of $66.1 Million for the Period; New Awards of $87.7 Million Year-to-Date Market Trends Supportive of Expanding Business in 2022 and Beyond - Pending New Business Pipe

Exhibit 99.1 Charah Solutions, Inc. Reports First Quarter 2022 Results Company Reported Revenue of $66.1 Million for the Period; New Awards of $87.7 Million Year-to-Date Market Trends Supportive of Expanding Business in 2022 and Beyond - Pending New Business Pipeline of $3.15 Billion Released Second Annual ESG Report in April 2022; Achieved Substantially All 2021 Objectives Louisville, KY ? May 10

May 10, 2022 EX-99.2

Q1 2022 Earnings Call Presentation May 11, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litig

Q1 2022 Earnings Call Presentation May 11, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?believ

May 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 10, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SO

May 6, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): April 29, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

April 29, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 29, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ny20002643x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

April 1, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 31, 2022 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

April 1, 2022 EX-99.1

Charah Solutions, Inc. Reports Fourth Quarter and Full Year 2021 Results Achieved or Exceeded 2021 Financial Guidance Awarded Record Level of New Business Totaling $840 Million Strong Progress in Advancing Environmental Risk Transfer Business

Exhibit 99.1 Charah Solutions, Inc. Reports Fourth Quarter and Full Year 2021 Results Achieved or Exceeded 2021 Financial Guidance Awarded Record Level of New Business Totaling $840 Million Strong Progress in Advancing Environmental Risk Transfer Business Louisville, KY ? March 31, 2022 ? Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental services and byproduct recycling to t

April 1, 2022 EX-99.2

Q4 and Year-End 2021 Earnings Call Presentation April 1, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Se

EX-99.2 3 q42021earningscallpresen.htm EX-99.2 Q4 and Year-End 2021 Earnings Call Presentation April 1, 2022 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words suc

March 31, 2022 EX-21.1

List of Subsidiaries of Charah Solutions, Inc.

EX-21.1 2 chraex211-123121xsubsidiar.htm EX-21.1 Exhibit 21.1 Subsidiaries of Charah Solutions, Inc. Entity State or Other Jurisdiction of Incorporation or Organization Charah Sole Member LLC Delaware Charah, LLC Kentucky Ash Management Services, LLC Kentucky Green Meadow, LLC North Carolina Ash Venture LLC North Carolina CV Ash, LLC Texas Charah Management LLC Delaware SCB International Holdings,

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38523 CHARAH SOLUTIONS, INC. (Ex

February 14, 2022 SC 13G/A

CHRA / Charah Solutions Inc / NORTH RUN CAPITAL, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.

February 4, 2022 SC 13G/A

CHRA / Charah Solutions Inc / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P105 (CUSIP Number) DECEMBER 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

January 6, 2022 SC 13G/A

CHRA / Charah Solutions Inc / Portolan Capital Management, LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 2 )* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P105 (CUSIP Number) December 30, 2021 (Date of Event Which Requires Fi

January 4, 2022 SC 13D/A

CHRA / Charah Solutions Inc / Charah Holdings LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

November 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 10, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio

November 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARA

November 10, 2021 EX-10.1

CREDIT AGREEMENT dated as of November 9, 2021 CHARAH SOLUTIONS, INC., CHARAH, LLC, SCB INTERNATIONAL HOLDINGS, LLC The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent ASSET BASED LENDING TABLE OF CONTENTS

Exhibit 10.1 CREDIT AGREEMENT dated as of November 9, 2021 among CHARAH SOLUTIONS, INC., CHARAH, LLC, SCB INTERNATIONAL HOLDINGS, LLC The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ASSET BASED LENDING TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 43 SECTION 1.03 Terms Generally 43 SEC

November 10, 2021 EX-99.2

Q3 2021 Earnings Call Presentation November 11, 2021 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities

Q3 2021 Earnings Call Presentation November 11, 2021 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?b

November 10, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): November 9, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

November 10, 2021 EX-99.1

Charah Solutions, Inc. Reports Third Quarter 2021 Results New Business Awards of $805 Million Year to Date Exceed Full Year 2020 Record Level Now Expect to be in Upper Half of Initial 2021 Guidance Ranges Refinancing Significantly Improves Financial

EX-99.1 2 chraex99109302021.htm EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Reports Third Quarter 2021 Results New Business Awards of $805 Million Year to Date Exceed Full Year 2020 Record Level Now Expect to be in Upper Half of Initial 2021 Guidance Ranges Refinancing Significantly Improves Financial Flexibility and Debt Maturity Profile Louisville, KY – November 10, 2021 – Charah Solutions, Inc.

October 13, 2021 S-8

As filed with the Securities and Exchange Commission on October 13, 2021

As filed with the Securities and Exchange Commission on October 13, 2021 Registration No.

August 26, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 Date of Report (Date of earliest event reported): August 25, 2021 Charah Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

August 26, 2021 EX-10.1

Promissory Note, dated as of August 25, 2021, between Charah, LLC and B. Riley Commercial Capital, LLC.

EX-10.1 4 d199373dex101.htm EX-10.1 Exhibit 10.1 Execution Version SECURED PROMISSORY NOTE Effective Date: August 25, 2021 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, CHARAH, LLC, a Kentucky limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of B. RILEY COMMERCIAL CAPITAL, LLC, a Delaware limited liability company or it

August 26, 2021 EX-99.1

1

Exhibit 99.1 Charah Solutions, Inc. Completes $135,000,000 Senior Unsecured Notes Offering LOUISVILLE, KY ? August 25, 2021 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?) announced today the closing of its previously announced public offering (the ?Offering?) of senior unsecured notes due 2026 (the ?Notes?). On August 20, 2021, the underwriters exercised their option t

August 26, 2021 EX-4.1

Indenture dated as of August 25, 2021, between Charah Solutions, Inc. and Wilmington Savings Fund Society, FSB, as trustee.

Exhibit 4.1 CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee INDENTURE dated as of August 25, 2021 SENIOR DEBT SECURITIES CROSS REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 6.9 (a)(2) 6.9 (a)(3) N/A (a)(4) N/A (a)(5) 6.9 (b) 6.8; 6.9 311 (a) 6.13 (b) 6.13 312 (a) 7.1 (b) 7.2 (c) 7.2 313 (a) 7.3 (b)(1) 7.3 (b)(2) 7.3 (c) 7.3 (d) 7.3 314 (a) 7.4 (b) N/A (c)(1) 1

August 26, 2021 EX-4.2

Description of 8.50% Senior Notes due 2026

EX-4.2 3 d199373dex42.htm EX-4.2 Exhibit 4.2 CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 25, 2021 to the Indenture dated as of August 25, 2021 8.50% Senior Notes due 2026 TABLE OF CONTENTS Page ARTICLE 1 APPLICATION OF FIRST SUPPLEMENTAL INDENTURE AND CREATION OF THE NOTES 1 Section 1.01. Application of First Supplement

August 26, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHARAH SOLUTIONS, INC. (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 82-4228671 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No

August 24, 2021 424B4

$135,000,000 Charah Solutions, Inc. 8.50% Senior Notes due 2026

Table of Contents Filed pursuant to Rule 424(b)(4) File No. 333-258650 PROSPECTUS $135,000,000 Charah Solutions, Inc. 8.50% Senior Notes due 2026 We are offering $135,000,000 aggregate principal amount of our 8.50% Senior Notes due 2026 (the “Notes”). Interest on the Notes will accrue from August 25, 2021, and will be paid quarterly in arrears on January 31, April 30, July 31 and October 31 of eac

August 23, 2021 EX-1.1

Underwriting Agreement, dated August 20, 2021, between Charah Solutions, Inc. and B. Riley Securities, Inc., as representative of the several underwriters named therein.

EX-1.1 2 d196480dex11.htm EX-1.1 Exhibit 1.1 CHARAH SOLUTIONS, INC. 8.50% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENT August 20, 2021 B. Riley Securities, Inc. As Representative of the several Underwriters named in Schedule I hereto c/o B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Charah Solutions, Inc., a Delaware corporation (the “Company”), pro

August 23, 2021 EX-99.1

Charah Solutions, Inc. Announces Pricing of 8.50% Senior Notes Due 2026

Exhibit 99.1 Charah Solutions, Inc. Announces Pricing of 8.50% Senior Notes Due 2026 Louisville, KY ? August 20, 2021 ? Charah Solutions, Inc. (NYSE: CHRA) (?Charah Solutions? or the ?Company?) announced today that it has priced its previously announced public offering (the ?Offering?) of 8.50% senior notes due 2026 (the ?Notes?). Pursuant to the underwriters? option, the underwriters elected to p

August 23, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): August 20, 2021 Charah Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

August 23, 2021 FWP

CHARAH SOLUTIONS, INC. US $135,000,000 8.50% Senior Notes Due 2026 Final Term Sheet August 20, 2021

Filed pursuant to Rule 433 Registration No. 333-258650 Issuer Free Writing Prospectus Supplementing the Preliminary Prospectus dated August 18, 2021 CHARAH SOLUTIONS, INC. US $135,000,000 8.50% Senior Notes Due 2026 Final Term Sheet August 20, 2021 The information in this pricing term sheet relates to the offering of 8.50% Senior Notes due 2026 of Charah Solutions, Inc. and is qualified in its ent

August 20, 2021 CORRESP

August 19, 2021

B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 August 19, 2021 VIA EDGAR Mr. Timothy Levenberg United States Securities and Exchange Commission Division of Corporation Finance, Office of Energy & Transportation 100 F Street, N.E., Mail Stop 4628 Washington, D.C. 20549-4628 Re: Acceleration Request of Charah Solutions, Inc. Registration Statement on Form S-1 (File No. 333-

August 20, 2021 CORRESP

Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 19, 2021

CORRESP 1 filename1.htm Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Timothy Levenberg Re: Charah Solutions, Inc. Registration Statement on Form S-1 File No. 333-258650 Ladies and Gentlemen: Reference is made to Charah Solutions, In

August 19, 2021 CORRESP

August 19, 2021

CORRESP 1 filename1.htm B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 August 19, 2021 VIA EDGAR Mr. Timothy Levenberg United States Securities and Exchange Commission Division of Corporation Finance, Office of Energy & Transportation 100 F Street, N.E., Mail Stop 4628 Washington, D.C. 20549-4628 Re: Acceleration Request of Charah Solutions, Inc. Registration Statement on

August 19, 2021 CORRESP

Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 19, 2021

Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Timothy Levenberg Re: Charah Solutions, Inc. Registration Statement on Form S-1 File No. 333-258650 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended

August 18, 2021 EX-4.6

Form of Indenture.

EX-4.6 3 d216162dex46.htm EX-4.6 Exhibit 4.6 CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee INDENTURE dated as of August [•], 2021 SENIOR DEBT SECURITIES CROSS REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 6.9 (a)(2) 6.9 (a)(3) N/A (a)(4) N/A (a)(5) 6.9 (b) 6.8; 6.9 311 (a) 6.13 (b) 6.13 312 (a) 7.1 (b) 7.2 (c) 7.2 313 (a) 7.3 (b)(1) 7.3 (b)(2) 7.3 (c) 7.3 (d

August 18, 2021 S-1/A

As filed with the Securities and Exchange Commission on August 18, 2021

S-1/A Table of Contents As filed with the Securities and Exchange Commission on August 18, 2021 Registration No.

August 18, 2021 EX-4.7

Form of Notes (included as Exhibit A to Exhibit 4.7 above).

EX-4.7 4 d216162dex47.htm EX-4.7 Table of Contents Exhibit 4.7 CHARAH SOLUTIONS, INC. and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August [•], 2021 to the Indenture dated as of August [•], 2021 8.50% Senior Notes due 2026 Table of Contents TABLE OF CONTENTS Page ARTICLE 1 APPLICATION OF FIRST SUPPLEMENTAL INDENTURE AND CREATION OF THE NOTES 1 Section

August 18, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 CHARAH SOLUTIONS, INC. 8.50% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENT August [?], 2021 B. Riley Securities, Inc. As Representative of the several Underwriters named in Schedule I hereto c/o B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Charah Solutions, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the s

August 18, 2021 8-K

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 Date of Report (Date of earliest event reported): August 18, 2021 Charah Solutions,

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 Date of Report (Date of earliest event reported): August 18, 2021 Charah Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

August 18, 2021 EX-99.1

Forward-Looking Statements Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such

August 2021 Company Presentation Exhibit 99.1 Forward-Looking Statements Forward-Looking Statements This presentation includes ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?believe,? ?estimate,? ?plan,? ?project,? ?could,?

August 18, 2021 CORRESP

August 18, 2021

B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 August 18, 2021 VIA EDGAR Mr. Timothy Levenberg United States Securities and Exchange Commission Division of Corporation Finance, Office of Energy & Transportation 100 F Street, N.E., Mail Stop 4628 Washington, D.C. 20549-4628 Re: Acceleration Request of Charah Solutions, Inc. Registration Statement on Form S-1 (File No. 333-

August 18, 2021 CORRESP

Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 18, 2021

CORRESP 1 filename1.htm Charah Solutions, Inc. 12601 Plantside Drive Louisville, Kentucky 40299 August 18, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Timothy Levenberg Re: Charah Solutions, Inc. Registration Statement on Form S-1 File No. 333-258650 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities

August 13, 2021 SC 13D

CHRA / Charah Solutions Inc / B. Riley Financial, Inc. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 15957P105 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-3737 (Name, Address and

August 13, 2021 EX-1

Joint Filing Agreement by and among the Reporting Persons.

Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Charah Solutions, Inc.

August 9, 2021 S-1

As filed with the Securities and Exchange Commission on August 9, 2021

Table of Contents As filed with the Securities and Exchange Commission on August 9, 2021 Registration No.

August 9, 2021 EX-25.1

Form T-1 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of Trustee.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON SAVINGS FUND SOCIETY, FSB (Exact name of Trustee as specified in its charter) N/A 51-0054940 (Jurisdiction

August 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SOL

August 9, 2021 EX-10.1

Stock Purchase Agreement, dated as of August 6, 2021, by and among Charah Solutions, Inc. and the purchaser named on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 9, 2021 (File No. 001-38523)).

Exhibit 10.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?), is made as of August 6, 2021, by and among Charah Solutions, Inc., a Delaware corporation (the ?Company?), and the investor listed on Exhibit A attached to this Agreement (the ?Purchaser?). The parties hereby agree as follows: 1. Purchase and Sale of Common Stock. 1.1 Sale and Issuance of Comm

August 9, 2021 EX-10.2

Amendment No. 5 to Credit Agreement and Waiver, dated as of August 3, 2021, among Charah Solutions, Inc., as borrower, Bank of America, N.A., as administrative agent for the lenders, the lenders party thereto, and the guarantors party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed August 9, 2021 (File No. 001-38523)).

EX-10.2 4 d216136dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 5 TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NO. 5 TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) dated as of August 3, 2021, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined below) (in such c

August 9, 2021 EX-99.1

Charah Solutions, Inc. Reports Second Quarter 2021 Results New Business Awards of $685 Million Year to Date; 2021 On Pace to Significantly Exceed 2020 Record New Awards Provide High Visibility of Revenue and Earnings Growth in 2021 and 2022 Expecting

Exhibit 99.1 Charah Solutions, Inc. Reports Second Quarter 2021 Results New Business Awards of $685 Million Year to Date; 2021 On Pace to Significantly Exceed 2020 Record New Awards Provide High Visibility of Revenue and Earnings Growth in 2021 and 2022 Expecting Strong Second Half and Reaffirming 2021 Full Year Guidance Louisville, KY ? August 9, 2021 ? Charah Solutions, Inc. (NYSE: CHRA) (?Chara

August 9, 2021 EX-99.2

Q2 2021 Earnings Call Presentation August 10, 2021 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Li

Q2 2021 Earnings Call Presentation August 10, 2021 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?bel

August 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 9, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

August 9, 2021 EX-4.1

Investor Rights Agreement, dated as of August 6, 2021, by and among Charah Solutions, Inc., B. Riley Securities, Inc. and B. Riley Financial, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 9, 2021 (File No. 001-38523)).

EX-4.1 2 d216136dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION CHARAH SOLUTIONS, INC. INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of August 6, 2021 is entered into among Charah Solutions, Inc., a Delaware corporation (the “Company”), B. Riley Financial, Inc., a Delaware corporation (“B. Riley”) and B. Riley Securities, Inc. (“B. Riley Securities”). The Comp

August 9, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): August 3, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

July 29, 2021 EX-99.1

Charah Solutions, Inc. Appoints California Public Utilities Commissioner Emeritus Timothy Alan Simon to Board of Directors

EX-99.1 2 chra-ex991x072921.htm EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Appoints California Public Utilities Commissioner Emeritus Timothy Alan Simon to Board of Directors Louisville, KY – July 29, 2021 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company,”), a leading provider of mission-critical environmental services and byproduct sales to the power generation industry,

July 29, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): July 28, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi

July 27, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): July 26, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fi

July 27, 2021 EX-99.1

Investor PresentationJuly 2021 Forward-Looking Statements Forward-Looking StatementsThis presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These

EX-99.1 2 brhc10027264ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor PresentationJuly 2021 Forward-Looking Statements Forward-Looking StatementsThis presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “in

June 16, 2021 EX-10.1

Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended by First Amendment approved by stockholders June 9, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 16, 2021 (File No. 001-38523)).

EX-10.1 2 brhc10025862ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXHIBIT A CHARAH SOLUTIONS, INC. FIRST AMENDMENT TO 2018 OMNIBUS INCENTIVE PLAN THIS FIRST AMENDMENT TO CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN (“First Amendment”) is hereby adopted by Charah Solutions, Inc. (the “Company”) as of the 16th of March, 2021 (the “Effective Date”). WHEREAS, the Board of Directors of the Company adopt

June 16, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 9, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil

May 25, 2021 424B3

Charah Solutions, Inc. 15,455,921 Shares of Common Stock

TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-256047 PROSPECTUS ? Charah Solutions, Inc. ? 15,455,921 Shares of Common Stock This prospectus relates to the offer and sale of 15,455,921 shares of our common stock, par value $0.01 per share (?Common Stock?), by the selling stockholders named in this prospectus or in a supplement hereto. The shares of Common Stock to which t

May 19, 2021 CORRESP

CHARAH SOLUTIONS, INC. 12601 Plantside Dr, Louisville, Kentucky 40299 May 19, 2021

CHARAH SOLUTIONS, INC. 12601 Plantside Dr, Louisville, Kentucky 40299 May 19, 2021 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F. Street NE Washington, D.C. 20549 Attention: Liz Packebusch Re: Charah Solutions, Inc. Request for Acceleration of Effectiveness Registration Statement on Form S-3 filed on May 12, 2021

May 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARAH SO

May 12, 2021 EX-99.2

Q1 2021 Earnings Call Presentation May 13, 2021 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform

EX-99.2 3 q12021earningscallpresen.htm EX-99.2 Q1 2021 Earnings Call Presentation May 13, 2021 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect

May 12, 2021 EX-99.1

Charah Solutions, Inc. Reports First Quarter 2021 Results $527 Million of New Business Awards in the First Quarter of 2021 New Awards Drive Growth in 2021 and Beyond Company Closes on ERT Project and Mobilizes on New Job Awards

Exhibit 99.1 Charah Solutions, Inc. Reports First Quarter 2021 Results $527 Million of New Business Awards in the First Quarter of 2021 New Awards Drive Growth in 2021 and Beyond Company Closes on ERT Project and Mobilizes on New Job Awards Louisville, KY – May 12, 2021 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company,”), a leading provider of environmental services and by

May 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 12, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil

May 12, 2021 S-3

As filed with the Securities and Exchange Commission on May 12, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 12, 2021 Registration No.

April 29, 2021 EX-10.1

Form of Performance Share Unit Grant Notice (form for grantee with employment agreement) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 29, 2021 (File No. 001-38523)).

EX-10.1 2 brhc10023841ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the indi

April 29, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): April 23, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

April 28, 2021 DEFR14A

- DEFR14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted

April 27, 2021 DEF 14A

Schedule 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 27, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

March 24, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 24, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

March 24, 2021 EX-99.2

Q4 2020 Earnings Call Presentation March 25, 2021 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Lit

Q4 2020 Earnings Call Presentation March 25, 2021 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as ?may,? ?will,? ?expect,? ?intend,? ?anticipate,? ?beli

March 24, 2021 EX-99.1

Charah Solutions, Inc. Reports Fourth Quarter and Full Year 2020 Results $715 Million of New Business Awards in 2020, a New Record and 66% Increase from 2019 New Awards Drive Growth in 2021 and Beyond Company Issues Inaugural ESG Report Innovative Be

EX-99.1 2 chra123120exhibit991.htm EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Reports Fourth Quarter and Full Year 2020 Results $715 Million of New Business Awards in 2020, a New Record and 66% Increase from 2019 New Awards Drive Growth in 2021 and Beyond Company Issues Inaugural ESG Report Innovative Beneficiation Technology Rebranded as EnviroSourceTM Ash Beneficiation Technology Louisville, KY

March 24, 2021 EX-21.1

List of Subsidiaries of Charah Solutions, Inc. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K for the year ended December 31, 2020, filed March 24, 2021 (File No. 001-38523)).

Exhibit 21.1 Subsidiaries of Charah Solutions, Inc. Entity State or Other Jurisdiction of Incorporation or Organization Charah Sole Member LLC Delaware Charah, LLC Kentucky Ash Management Services, LLC Kentucky Green Meadow, LLC North Carolina Ash Venture LLC North Carolina CV Ash, LLC Texas Charah Management LLC Delaware SCB International Holdings, LLC Delaware Mercury Capture Intellectual Proper

March 24, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38523 CHARAH SOLUTIONS, INC. (Ex

March 23, 2021 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorpor

March 22, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of Report (Date of earliest event reported): March 16, 2021 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission F

February 12, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. ) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.

February 12, 2021 SC 13G/A

SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 1 )* Charah Solutions, Inc. (Name of Issuer) (Title of Class of Securities) (CUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 1 )* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Fi

February 11, 2021 SC 13G/A

United States Securities and Exchange Commission Washington, D.C. 20549

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P105 (CUSIP Number) DECEMBER 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

November 23, 2020 SC 13D/A

CHRA / Charah Solutions, Inc. / Charah Holdings LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

November 20, 2020 EX-10.1

Amendment No. 4 to Credit Agreement, by and among Charah Solutions, Inc., Bank of America, N.A., as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein, dated November 19, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 20, 2020 (File No. 001-38523)).

EX-10.1 3 d863786dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) dated as of November 19, 2020, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined below) (in such capacity, the “Admin

November 20, 2020 EX-99.1

Charah Solutions, Inc. Announces Sale of Allied Power Holdings, LLC for $40 Million Fully focused on higher growth, higher margin environmental remediation and byproduct recycling markets Strengthening balance sheet through significant debt reduction

EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Announces Sale of Allied Power Holdings, LLC for $40 Million Fully focused on higher growth, higher margin environmental remediation and byproduct recycling markets Strengthening balance sheet through significant debt reduction and enhancing liquidity Louisville, KY – November 19, 2020 – Charah Solutions, Inc. (the “Company”) (NYSE: CHRA) today announced

November 20, 2020 EX-2.1

Unit Purchase Agreement dated November 19, 2020, by and among Allied Group Intermediate Holdings LLC, Charah Solutions, Inc, Allied Power Holdings, LLC and the other parties named therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on November 20, 2020 (File No. 001-38523)).

EX-2.1 2 d863786dex21.htm EX-2.1 Exhibit 2.1 Execution Version UNIT PURCHASE AGREEMENT by and among ALLIED GROUP INTERMEDIATE HOLDINGS, LLC, CHARAH SOLUTIONS, INC., ALLIED POWER HOLDINGS, LLC and ROGER SHANNON, as the Seller’s Representative hereunder Dated as of November 19, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF THE UNITS 14 Section 2.1 Sale and Trans

November 20, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d863786d8k.htm 8-K 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 Date of Report (Date of earliest event reported): November 19, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of

November 20, 2020 EX-99.2

CHARAH SOLUTIONS, INC. Unaudited Pro Forma Condensed Consolidated Financial Information

EX-99.2 Exhibit 99.2 CHARAH SOLUTIONS, INC. Unaudited Pro Forma Condensed Consolidated Financial Information The following unaudited pro forma condensed consolidated financial information and related notes are based upon and should be read in conjunction with the historical consolidated financial statements and related notes of Charah Solutions, Inc. (the “Company”) included in the Company’s Form

November 20, 2020 EX-99.3

CHARAH SOLUTIONS, INC. Unaudited Non-GAAP Financial Measures

EX-99.3 6 d863786dex993.htm EX-99.3 Exhibit 99.3 CHARAH SOLUTIONS, INC. Unaudited Non-GAAP Financial Measures On November 19, 2020, the Company announced that it had entered into a definitive agreement (the “Purchase Agreement”) to sell its subsidiary, Allied Power Holdings LLC, (“Allied”) to Allied Group Intermediate Holdings, LLC, an affiliate of Bernhard Capital Management LP, the majority shar

November 10, 2020 EX-99.1

Charah Solutions, Inc. Reports Third Quarter 2020 Results

Exhibit 99.1 Charah Solutions, Inc. Reports Third Quarter 2020 Results Louisville, KY ? November 10, 2020 ? Charah Solutions, Inc. (NYSE: CHRA), a leading provider of environmental and maintenance services to the power generation industry, today announced financial results for the three and nine months ended September 30, 2020. Net loss attributable to common stockholders for the three months ende

November 10, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38523 CHARA

November 10, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 10, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio

November 10, 2020 EX-99.2

Q3 2020 Earnings Call Presentation November 11, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Re

Q3 2020 Earnings Call Presentation November 11, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995.

October 28, 2020 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.

October 28, 2020 SC 13G/A

CHRA / Charah Solutions, Inc. / CEP HOLDINGS, INC. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) October 22, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

August 24, 2020 EX-99.1

Charah Solutions Secures Contract Extension from Exelon to Provide Multi-Site Nuclear Maintenance and Technical Services Allied Power Division to Continue Providing Maintenance and Modification Services at 12 Sites and 21 Units in Four States Renewal

Exhibit 99.1 Charah Solutions Secures Contract Extension from Exelon to Provide Multi-Site Nuclear Maintenance and Technical Services Allied Power Division to Continue Providing Maintenance and Modification Services at 12 Sites and 21 Units in Four States Renewal Extends Existing Contract Through Mid-August 2025, With an Option for an Additional Five-Year Extension Louisville, KY – August 24, 2020

August 24, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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 Date of Report (Date of earliest event reported): August 24, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

August 11, 2020 10-Q

Quarterly Report - 10-Q

10-Q 1 chra-0630202010xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

August 11, 2020 EX-99.1

Charah Solutions, Inc. Reports Second Quarter 2020 Results $367 Million in New Business Awards Year to Date in 2020 $27 Million in Quarterly Cash Flow from Operations Reaffirmed 2020 Guidance Underpinned by Existing Contracts

Exhibit 99.1 Charah Solutions, Inc. Reports Second Quarter 2020 Results $367 Million in New Business Awards Year to Date in 2020 $27 Million in Quarterly Cash Flow from Operations Reaffirmed 2020 Guidance Underpinned by Existing Contracts Louisville, KY – August 11, 2020 – Charah Solutions, Inc. (NYSE: CHRA) a leading provider of environmental and maintenance services to the power generation indus

August 11, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 11, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission

August 11, 2020 EX-99.2

Exhibit 99.2 Q2 2020 Earnings Call Presentation August 12, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Li

chraq22020supplementalpr Exhibit 99.2 Q2 2020 Earnings Call Presentation August 12, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “in

July 20, 2020 SC 13G

CHRA / Charah Solutions, Inc. / Portolan Capital Management, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 tm2025023-1sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. )* Charah Solutions, Inc. (Name of Issuer) Common (Title of Class of Securities) 15957P105 (CUSIP Number) July 9, 2

July 15, 2020 EX-4.1

Waiver of Right Under Stockholders’ Agreement (CEP Holdings, Inc.) of CEP Holdings, Inc., dated July 9, 2020 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 15, 2020 (File No. 001-38523)).

EX-4.1 2 stockholdersagreementwaive.htm EXHIBIT 4.1 Exhibit 4.1 WAIVER OF RIGHTS UNDER STOCKHOLDERS’ AGREEMENT (CEP HOLDINGS, INC.) Pursuant to Section 4.8(a)(ii) of the STOCKHOLDERS’ AGREEMENT (“Agreement”) dated June 18, 2018 entered into by and among Charah Solutions, Inc. (the “Company”), Bernhard Capital Partners Management, LP, CEP Holdings, Inc. (“CEP Holdings”) and other stockholders signi

July 15, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): July 9, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil

June 17, 2020 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporat

June 10, 2020 8-K

Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 5, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission Fil

May 13, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of Report (Date of earliest event reported): May 7, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commission File

May 12, 2020 EX-99.2

Exhibit 99.2 Q1 2020 Earnings Call Presentation May 13, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litig

EX-99.2 3 chraq12020supplementalpr.htm EXHIBIT 99.2 Exhibit 99.2 Q1 2020 Earnings Call Presentation May 13, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may

May 12, 2020 EX-99.1

Charah Solutions, Inc. Reports First Quarter 2020 Results $175 Million in New Business Awards in the First Quarter 2020 Reaffirmed 2020 Guidance Underpinned by Existing Contracts

EX-99.1 2 chraex991033120.htm EXHIBIT 99.1 Exhibit 99.1 Charah Solutions, Inc. Reports First Quarter 2020 Results $175 Million in New Business Awards in the First Quarter 2020 Reaffirmed 2020 Guidance Underpinned by Existing Contracts Louisville, KY – May 12, 2020 – Charah Solutions, Inc. (NYSE: CHRA) a leading provider of environmental and maintenance services to the power generation industry, to

May 12, 2020 10-Q

Quarterly Report - 10-Q

10-Q 1 chra-0331202010xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

May 12, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 chra-033120208xk.htm 8-K 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 Date of Report (Date of earliest event reported): May 7, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of

April 24, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 24, 2020 DEF 14A

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ D

March 27, 2020 EX-21.1

Subsidiaries of Charah Solutions, Inc. Entity State or Other Jurisdiction of Incorporation or Organization Charah Sole Member LLC Delaware Allied Power Sole Member, LLC Delaware Charah, LLC Kentucky Allied Power Management, LLC Delaware Ash Managemen

Exhibit 21.1 Subsidiaries of Charah Solutions, Inc. Entity State or Other Jurisdiction of Incorporation or Organization Charah Sole Member LLC Delaware Allied Power Sole Member, LLC Delaware Charah, LLC Kentucky Allied Power Management, LLC Delaware Ash Management Services, LLC Kentucky Green Meadow, LLC North Carolina Ash Venture LLC North Carolina CV Ash, LLC Texas Allied Power Services, LLC Del

March 27, 2020 EX-4.1

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF SECURITIES OF THE COMPANY Except as otherwise indicated or unless the context requires otherwise, all references herein to the “Company,” “we,” “us,” “our” and similar terms refer to Charah Solutions, Inc. The authorized capital stock of the Company consists of 200,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”), and 50,000,000 shares of pr

March 27, 2020 10-K

CHRA / Charah Solutions, Inc. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38523 CHARAH SOLUTIONS, INC. (Ex

March 26, 2020 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 chra-ex99145.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.01 per share, of Charah Solutions, Inc. and further agree

March 26, 2020 EX-99.2

Exhibit 99.2 Q4 and Full Year 2019 Earnings Call Presentation March 26, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private

chra12312019exhibit992 Exhibit 99.2 Q4 and Full Year 2019 Earnings Call Presentation March 26, 2020 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “e

March 26, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 chra-123120198xk.htm 8-K 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 Date of Report (Date of earliest event reported): March 26, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction

March 26, 2020 EX-99.1

Charah Solutions, Inc. Reports Fourth Quarter and Full Year 2019 Results Record New Business Awards Won in 2019; 450% Above 2018 Existing Contracts Underpin 2020 Guidance Company Strengthens Liquidity Position

Exhibit 99.1 FOR IMMEDIATE RELEASE Charah Solutions, Inc. Reports Fourth Quarter and Full Year 2019 Results Record New Business Awards Won in 2019; 450% Above 2018 Existing Contracts Underpin 2020 Guidance Company Strengthens Liquidity Position Louisville, KY – March 26, 2020 – Charah Solutions, Inc. (NYSE: CHRA) (together with its subsidiaries, “Charah Solutions,” the “Company,” “we,” “us,” or “o

March 26, 2020 SC 13D

CHRA / Charah Solutions, Inc. / Charah Holdings Lp - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

March 18, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 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 Date of report (Date of earliest event reported): March 16, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissi

March 18, 2020 EX-3.1

Certificate of Designations of Series A Preferred Stock, dated March 16, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 18, 2020 (File No. 001-38523)).

EX-3.1 2 d856369dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A PREFERRED STOCK OF CHARAH SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware: CHARAH SOLUTIONS, INC., a Delaware corporation, certifies that pursuant to the authority contained in Article IV of its Amended and Restated Certificate of Incorporation, and in accordance wit

March 18, 2020 EX-4.1

Amendment No.1 to Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 18, 2020 (File No. 001-38523))

EX-4.1 3 d856369dex41.htm EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), effective as of March 16, 2020, is by and among Charah Solutions, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Holders” and, together with the Company, th

March 16, 2020 DEF 14C

CHRA / Charah Solutions, Inc. DEF 14C - - DEF 14C

DEF 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 6, 2020 PRE 14C

CHRA / Charah Solutions, Inc. PRE 14C - - PRE 14C

PRE 14C 1 d843645dpre14c.htm PRE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

March 6, 2020 EX-10.1

Series A Preferred Stock Purchase Agreement between Charah Solutions, Inc. and Charah Preferred Stock Aggregator, LP, as purchaser, dated March 5, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 6, 2020 (File No. 001-38523)).

EX-10.1 2 d835025dex101.htm EX-10.1 Exhibit 10.1 Execution Version SERIES A PREFERRED STOCK PURCHASE AGREEMENT between CHARAH SOLUTIONS, INC. and THE PURCHASER PARTY HERETO TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Accounting Procedures and Interpretation 6 Article II AGREEMENT TO SELL AND PURCHASE 6 Section 2.01 Purchase Price 6 Section 2.02 Closing 6

March 6, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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 Date of report (Date of earliest event reported): March 5, 2020 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio

March 6, 2020 EX-99.1

Charah Solutions Announces Credit Agreement Amendment and Private Placement of Preferred Equity Providing Enhanced Liquidity and Flexibility

EX-99.1 4 d835025dex991.htm EX-99.1 Exhibit 99.1 For Immediate Release Charah Solutions Announces Credit Agreement Amendment and Private Placement of Preferred Equity Providing Enhanced Liquidity and Flexibility LOUISVILLE, KY (March 5, 2020) – Charah Solutions, Inc. (NYSE: CHRA) (the “Company”), a leading provider of environmental and maintenance services to the power generation industry, today a

March 6, 2020 EX-10.2

Amendment No. 3 to Credit Agreement, by and among Charah Solutions, Inc., Bank of America, N.A., as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein, dated March 5, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed March 6, 2020 (File No. 001-38523)).

EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 5, 2020, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Adm

February 12, 2020 SC 13G/A

CHRA / Charah Solutions, Inc. / Cep Holdings, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 a20-76481sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Charah Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15957P105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Chec

February 11, 2020 SC 13G/A

CHRA / Charah Solutions, Inc. / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G/A Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P105 (CUSIP Number) DECEMBER 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

November 13, 2019 10-Q

CHRA / Charah Solutions, Inc. 10-Q - Quarterly Report - 10-Q

10-Q 1 chra-0930201910xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

November 13, 2019 EX-99.2

Charah Solutions, Inc. Reports Earning Statement for the Twelve Months Ended September 30, 2019

Exhibit 99.2 Charah Solutions, Inc. Reports Earning Statement for the Twelve Months Ended September 30, 2019 Louisville, KY – November 13, 2019 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company”), a leading provider of environmental and maintenance services to the power generation industry, has made available to the Company's security holders an earning statement covering a

November 13, 2019 EX-99.1

Charah Solutions, Inc. Reports Third Quarter 2019 Financial Results New Awards Won Year-to-Date Approaching Record Levels Total Debt Reduced to Lowest Levels Since IPO

Exhibit 99.1 Charah Solutions, Inc. Reports Third Quarter 2019 Financial Results New Awards Won Year-to-Date Approaching Record Levels Total Debt Reduced to Lowest Levels Since IPO Louisville, KY – November 13, 2019 – Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company”), a leading provider of environmental and maintenance services to the power generation industry, today announ

November 13, 2019 EX-99.3

Exhibit 99.3 Q3 2019 Earnings Call Presentation November 13, 2019 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities

chraex993093019 Exhibit 99.3 Q3 2019 Earnings Call Presentation November 13, 2019 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,”

November 13, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 13, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio

November 7, 2019 SC 13G

CHRA / Charah Solutions, Inc. / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHARAH SOLUTIONS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15957P105 (CUSIP Number) OCTOBER 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

September 25, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a201909248kinvestorpresent.htm 8-K INVESTOR PRESENTATION 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 Date of Report (Date of earliest event reported): September 25, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4

September 25, 2019 EX-99.1

Business Overview and Value Proposition September 2019 Forward Looking Statements Forward Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation

EX-99.1 2 a201909248kinvestorprese.htm EXHIBIT 99.1 Business Overview and Value Proposition September 2019 Forward Looking Statements Forward Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward- looking statements may be identified by words such as “may,” “w

August 30, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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 Date of Report (Date of earliest event reported): August 30, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Co

August 30, 2019 EX-10.1

Confidential Settlement Agreement and Release, dated August 30, 2019, by and between Duke Energy Business Services LLC, as agent for and on behalf of Duke Energy Carolinas, LLC and Duke Energy Progress, LLC, and Charah, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 30, 2019 (File No. 001-38523)).

EX-10.1 Exhibit 10.1 CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE This Confidential Settlement Agreement and Release (the “Agreement”) is made and entered as of August 30, 2019 (the “Effective Date”) by and between Duke Energy Business Services LLC, as agent for and on behalf of Duke Energy Carolinas, LLC and Duke Energy Progress, LLC (formerly known as Duke Energy Progress, Inc.) (collectively,

August 14, 2019 EX-99.1

Charah Solutions, Inc. Reports Second Quarter 2019 Financial Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Charah Solutions, Inc. Reports Second Quarter 2019 Financial Results Louisville, KY – August 14, 2019 – Charah® Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company”), a leading provider of environmental and maintenance services to the power generation industry, today announced financial results for the quarter and year to date ended June 30,

August 14, 2019 EX-10.1

Amendment No. 2 to Credit Agreement and Waiver, by and among Charah Solutions, Inc., Bank of America, N.A., as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein, dated August 13, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 14, 2019 (File No. 001-38523)).

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) dated as of August 13, 2019, is made among CHARAH SOLUTIONS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in

August 14, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

8-K 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 Date of Report (Date of earliest event reported): August 13, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commiss

August 14, 2019 EX-99.2

Q2 2019 Financial Results Supplement August 14, 2019

EX-99.2 Exhibit 99.2 Q2 2019 Financial Results Supplement August 14, 2019 Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticip

August 14, 2019 10-Q

CHRA / Charah Solutions, Inc. 10-Q - Quarterly Report - 10-Q

10-Q 1 chra-0630201910xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

August 14, 2019 EX-10.4

Form of Restricted Stock Unit Grant Notice (Form for grantee without employment agreement) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-38523)).

Standard Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of restricte

August 14, 2019 EX-10.3

Form of Restricted Stock Unit Grant Notice (Form for grantee with employment agreement) (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-38523)).

Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number

August 14, 2019 EX-10.1

Form of Performance Share Unit Grant Notice (Form for grantee with employment agreement) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-38523)).

EX-10.1 2 chraex101psuemployeeagreem.htm EXHIBIT 10.1 Employment Agreement Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the individua

August 14, 2019 EX-10.2

Form of Performance Share Unit Grant Notice (Form for grantee without employment agreement) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-38523)).

Standard Form CHARAH SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Charah Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of performa

June 14, 2019 EX-10.1

Employment Agreement between Charah, LLC, Charah Solutions, Inc. and Roger D. Shannon, dated June 17, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed June 14, 2019 (File No. 001-38523)).

EX-10.1 2 d754795dex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and Roger Shannon (“Employee”) effective as of June 17, 2019 (the “Effective Date”). Charah Solutions, Inc., a Delaware corporation and parent of the Company (the “Parent”), enters in

June 14, 2019 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 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 Date of Report (Date of earliest event reported): June 10, 2019 CHARAH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38523 82-4228671 (State or other jurisdiction of incorporation) (Commissio

June 14, 2019 EX-99.1

Charah Solutions, Inc. Appoints Roger D. Shannon as Chief Financial Officer

EX-99.1 4 d754795dex991.htm EX-99.1 Exhibit 99.1 Charah Solutions, Inc. Appoints Roger D. Shannon as Chief Financial Officer Louisville, KY (June 11, 2019) – Charah® Solutions, Inc. (NYSE: CHRA) (the “Company”), a leading provider of environmental and maintenance services to the power generation industry, today announced the appointment of Roger D. Shannon as Chief Financial Officer (CFO) and Trea

June 14, 2019 EX-10.2

Amended and Restated Employment Agreement between Charah, LLC, Charah Solutions, Inc. and Scott A. Sewell, dated June 10, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed June 14, 2019 (File No. 001-38523)).

EX-10.2 3 d754795dex102.htm EX-10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Charah, LLC, a Kentucky limited liability company (the “Company”), and Scott Sewell (“Employee”) effective as of June 10, 2019 (the “Effective Date”) and amends and replaces that certain Employment Agreement

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