MEG: 8-K · leadership change
Onterris, Inc. (NYSE: ONT) reported on October 7, 2026 that director Janet Risi Field resigned from its Board of Directors, effective immediately. The company stated her resignation was for personal reasons and not the result of any disagreement over operations, policies, or practices. The departure is a routine governance change; no successor was named in the filing and no business impact was disclosed.
MEG: 8-K/A · material agreement
Onterris, Inc. (NYSE: ONT) adopted a shareholder rights plan on August 5, 2026, declaring a dividend of one preferred share purchase right for each common share outstanding on August 17, 2026, under a Rights Agreement with Computershare Trust Company, N.A. as rights agent. Each Right carries a $105.00 exercise price and becomes exercisable at two times that value only if a person or group acquires 15% or more of outstanding common shares, while holders already above 15% at announcement are grandfathered unless they acquire more. The Board may redeem all Rights for $0.001 each at any time before a trigger, the Rights expire on August 4, 2027, and a Certificate of Designations for the underlying Series B Preferred Stock will be filed in Delaware. This Amendment No. 1 solely removes an inadvertently included Item 8.01 and Exhibit 99.1 from the original August 5 filing, with no other changes. The one-year sunset and nominal redemption price keep the plan fully board-controlled, but the grandfathering provision signals at least one holder already owned 15% or more of the company when the plan was announced.
MEG: 10-Q · earnings release
Onterris, Inc. (formerly Montrose Environmental Group; NYSE: ONT) reported Q2 2026 revenue of $186.7M, down 20.4% year over year, with net income collapsing to $1.4M from $18.4M and diluted EPS of $0.04 versus $0.42. The six-month net loss widened to $11.3M from $1.0M and operating cash flow swung to negative $5.5M from plus $27.4M. The revenue decline is mostly a tough comp: emergency response revenue was only $10.8M in the quarter versus $48.5M a year ago, including a single $53.6M event in 2025 that did not recur, while core consulting revenue actually grew $3.5M on US and Australian demand and Consulting and Treatment margins improved. The balance sheet moved the wrong way: total debt rose $60.8M since year-end to $349.0M against just $12.7M of cash, interest expense climbed to $5.5M for the quarter, and the company still bought back $30.0M of stock in H1 with roughly $148.1M available on its credit facility. Remaining performance obligations fell to $49.9M from $68.4M, a soft forward indicator. As a subsequent event, the Board adopted a poison pill on August 5, 2026 (one right per share, exercisable at a 15% ownership trigger, expiring August 4, 2027), which management says will not materially affect financial position or results.
MEG: 8-K · material agreement
On August 5, 2026, Onterris, Inc. adopted a shareholder rights plan, with its Board declaring a dividend of one preferred share purchase right for each common share outstanding at the August 17, 2026 record date. The Rights Agreement was executed with Computershare Trust Company, N.A. as rights agent and was reported under Items 1.01, 3.03 and 5.03 of the 8-K. The plan is triggered if any person or group acquires beneficial ownership of 15% or more of outstanding common shares; existing 15%+ holders are grandfathered, but any additional share purchase makes them an Acquiring Person. Once triggered, each Right becomes exercisable for common shares worth two times the $105.00 exercise price per one one-thousandth of a Series B preferred share, imposing heavy dilution on an acquirer, with a parallel flip-over provision applying in a merger. The Board may redeem the Rights for $0.001 each at any time before a trigger, may exempt persons or transactions at its sole discretion, and the Rights expire on August 4, 2027. In connection with the plan, the company also filed a Certificate of Designations creating 50,000 shares of Series B Preferred Stock. The pill is a standard anti-takeover defense that deters surprise accumulations and activist stake-building, though it can be viewed as entrenchment and may limit shareholders' ability to capture a takeover premium.
MEG: 8-K · earnings release
Onterris reported second quarter 2026 revenue of $186.7 million versus $234.5 million a year ago, with diluted EPS of $0.04 versus $0.42, driven by historically low environmental emergency response and related recovery services. Adjusted EPS was $0.51 versus $0.60, while Consolidated Adjusted EBITDA of $31.9 million rose to 17.1% of revenue on cost discipline. The company cut full-year 2026 guidance, lowering revenue to $740.0-$790.0 million from $840.0-$900.0 million and Adjusted EBITDA to $117.0-$120.0 million from $125.0-$130.0 million. Cash flow expectations were largely unchanged, with $70.0-$80.0 million of operating cash flow expected in the second half and a year-end leverage ratio of approximately 2.5x. Onterris also announced a comprehensive Board-led strategic review with outside financial and legal advisors, explicitly including evaluation of acquisition interest in the Company and other value-creating transactions, alongside continued execution of its standalone plan. No timetable was set and there is no assurance any transaction will result. The Board simultaneously adopted a one-year limited-duration stockholder rights plan, effective immediately and expiring August 4, 2027, in response to significant and undisclosed accumulation of Onterris shares and derivative securities. Quarter-end liquidity was $160.8 million with a 3.2x leverage ratio under the 2025 Credit Facility.
MEG: 8-K · proxy statement
On May 6, 2026, Onterris, Inc. held its 2026 Annual Meeting of Stockholders. A quorum was present, with 32,070,741.34 shares, or approximately 88.67% of the outstanding shares, represented. The stockholders elected Vincent P. Colman, Peter M. Graham, and Richard E. Perlman as directors to serve until the 2027 Annual Meeting. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified with 31,677,269.34 votes in favor. The non-binding advisory vote on the compensation of named executive officers (Say-on-Pay) was approved with 24,870,933 votes in favor.
Onterris Earns 2026 E+E Leader Award for Innovation in Sustainability
Onterris (formerly Montrose Environmental Group) won the 2026 E+E Leader Award for its PFAS water treatment project. The award specifically highlights the SORBIX™ RePURE technology, which reduces PFAS-laden waste by over 99% and cuts operational costs by more than 50%. CEO Vijay Manthripragada emphasized the company's commitment to science-driven innovation that solves complex environmental challenges.
Montrose Environmental Group Is Now Onterris
Montrose Environmental Group (MEG) is rebranding to Onterris effective May 4, 2026, launching a unified brand to coincide with Earth Day. The transition consolidates service lines including Montrose Environmental, ECT2, CTEH and Enthalpy Analytical under a single global identity to support growth. Concurrent with the rebranding, the company's NYSE ticker symbol will change from MEG to ONT at the start of trading on May 4.
