Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On the closing date (the "Closing") of the previously announced agreement and plan of merger by and among Covanta Holding Corporation (the "Company"), Covert Intermediate, Inc., a Delaware corporation and an affiliate of EQT Infrastructure ("Parent"), and Covert Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of Parent, Michael W. Ranger will step down from his positions as Chief Executive Officer ("CEO") and Director of the Company. Effective as of the Closing, Azeez Mohammed will become CEO of the Company.

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