ENVIRI director exchanges 47,909 shares in merger

ENVIRI Corp director Rebecca Martinez O'Mara reported a disposition of 47,909 shares of common stock back to the company in connection with a larger merger and reorganization.

Rhea-AI Filing Summary

ENVIRI Corp director Rebecca Martinez O'Mara reported a disposition of 47,909 shares of common stock back to the company in connection with a larger merger and reorganization. This was not an open-market trade but part of a series of transactions completed on June 1, 2026. All of her ENVIRI shares were exchanged, and she ultimately received one share of New Enviri common stock for every three ENVIRI shares previously held, plus cash consideration of $15.00 per share in the merger, leaving her with zero ENVIRI shares after the transaction.

Insights

Equity transactions analyst

Director's entire ENVIRI stake was exchanged in a merger-driven reorganization, not sold on the open market.

The filing shows director Rebecca Martinez O'Mara disposed of 47,909 ENVIRI common shares in a transaction coded as a disposition to the issuer. Footnotes tie this to a Holding Company Merger, reorganization, distribution, and subsequent merger with a buyer entity.

Instead of an open-market sale, her prior ENVIRI holdings were converted into a mix of equity and cash: one share of New Enviri common stock for every three ENVIRI shares, plus $15.00 per share in cash. Afterward, she held no ENVIRI shares, and no remaining derivative positions are shown, framing this as a structural change in ownership rather than a discretionary trade.

Insider Trade Summary

Disposition: 47,909 shares

Disposition 1 txn

Insider O'Mara Rebecca Martinez

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	47,909	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (4)

1. F1. The Issuer is party to (x) that certain Agreement and Plan of Merger, dated as of November 20, 2025 (the "Merger Agreement"), by and among the Issuer, CLEH, Inc. (CLEH), Enviri LLC (Enviri LLC), Veolia Environment S.A. (Buyer) and Liberty Merger Sub Inc. (Merger Sub), and (y) that certain Separation Agreement, dated as of November 20, 2025 (the Separation Agreement), by and among the Company, CLEH, Buyer and Enviri II Corporation (New Enviri).
2. F2. On June 1, 2026, pursuant to the terms of the Merger Agreement and the Separation Agreement, a series of transactions occurred, including: (i) the Issuer merged with and into Enviri LLC, with Enviri LLC being the surviving entity of such merger, and each outstanding share of common stock of the Issuer was exchanged for one share of common stock, par value $1.25 per share, of CLEH (the Holding Company Merger), and (ii) following the Holding Company Merger, CLEH and its subsidiaries, including Enviri LLC and New Enviri, effected a reorganization (the Reorganization), resulting in (x) CLEH holding the Clean Earth segment of the Issuer and all the outstanding shares of common stock, par value $0.00001 per share, of New Enviri (New Enviri Common Stock), (y) New Enviri owning all of the equity interests of Enviri LLC and (z) Enviri LLC holding the Harsco Environmental and Rail segments of the Issuer
3. F3. Also on June 1, 2026, (i) following the Reorganization, CLEH distributed all of the outstanding shares of New Enviri common stock to the stockholders of CLEH (the former stockholders of the Issuer) on a pro rata basis (the Distribution); and (ii) immediately after the Distribution, Merger Sub, a wholly owned subsidiary of Buyer, merged with and into CLEH, with CLEH surviving as an indirect wholly owned subsidiary of Buyer (the Merger).
4. F4. In connection with the Holding Company Merger, Reorganization and Merger (collectively, the Transactions), the reporting person disposed of all of the shares of the Issuer held by the reporting person immediately prior to the effective time of the Holding Company Merger and, ultimately, received (x) in the Distribution, one share of New Enviri common stock in respect of every three shares of the Issuer previously held, and (y) in the Merger, cash consideration of $15.00 per share.

Key Figures

Shares disposed: 47,909 shares Cash consideration: $15.00 per share Equity exchange ratio: 1:3 New Enviri to ENVIRI +1 more

4 metrics

Shares disposed 47,909 shares Common stock disposition to issuer on June 1, 2026

Cash consideration $15.00 per share Merger cash paid per ENVIRI share

Equity exchange ratio 1:3 New Enviri to ENVIRI One New Enviri share for every three ENVIRI shares

Post-transaction ENVIRI holdings 0 shares Total ENVIRI common stock after merger-related disposition

Key Terms

Agreement and Plan of Merger, Separation Agreement, Reorganization, Distribution, +1 more

5 terms

Agreement and Plan of Merger regulatory

"that certain Agreement and Plan of Merger, dated as of November 20, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Separation Agreement regulatory

"that certain Separation Agreement, dated as of November 20, 2025"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

Reorganization financial

"CLEH and its subsidiaries, including Enviri LLC and New Enviri, effected a reorganization"

Distribution financial

"CLEH distributed all of the outstanding shares of New Enviri common stock to the stockholders"

A distribution is a payment or transfer of value from a company, fund, or trust to its shareholders or unit holders, commonly made in cash, additional shares, or other assets. Investors care because distributions provide income, reflect how much cash a business or fund can return to owners, can influence yield and taxable income, and often affect the share price much like a store handing out a portion of its profits to customers.

cash consideration financial

"received (x) in the Distribution ... and (y) in the Merger, cash consideration of $15.00 per share"

Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ENVIRI Corp (NVRI) director Rebecca Martinez O'Mara report in this Form 4?

She reported disposing of 47,909 ENVIRI common shares in a transaction coded as a disposition to the issuer. This occurred on June 1, 2026 and was tied to a broader merger and reorganization structure rather than an open-market sale.

Was the ENVIRI (NVRI) director’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It was coded as a disposition to the issuer and occurred as part of a Holding Company Merger, reorganization, distribution, and subsequent merger, all executed on June 1, 2026 under previously signed agreements.

How many ENVIRI (NVRI) shares did the director dispose of and what was her remaining position?

The director disposed of 47,909 ENVIRI common shares in the transaction. Following completion of the merger-related steps on June 1, 2026, her reported ENVIRI common stock holdings were zero shares, indicating her entire position in ENVIRI stock was exchanged in the process.

What consideration did the ENVIRI (NVRI) director receive for her exchanged shares?

She ultimately received one share of New Enviri common stock for every three ENVIRI shares previously held and cash consideration of $15.00 per ENVIRI share. These terms were described in the footnotes as part of the overall merger and separation agreement structure.

Which agreements governed the ENVIRI (NVRI) director’s share disposition?

The transactions were governed by an Agreement and Plan of Merger and a Separation Agreement, each dated November 20, 2025. These agreements outlined the Holding Company Merger, subsequent reorganization, distribution of New Enviri shares, and the final merger with the buyer’s subsidiary.

Did the ENVIRI (NVRI) Form 4 show any remaining derivative securities for the director?

No, the derivative summary section was empty, indicating no remaining derivative positions such as options or warrants were reported. The filing focuses on common stock disposed in connection with the corporate restructuring, leaving no ENVIRI common shares held after the transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 05:49 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Mara Rebecca Martinez

(Last) (First) (Middle)

TWO LOGAN SQUARE

100-120 N. 18TH STREET, 17TH FLOOR

(Street)

PHILADELPHIA PENNSYLVANIA 19103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ENVIRI Corp [ NVRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		D(1)(2)(3)(4)		47,909	D	$0(1)(2)(3)(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Issuer is party to (x) that certain Agreement and Plan of Merger, dated as of November 20, 2025 (the "Merger Agreement"), by and among the Issuer, CLEH, Inc. (CLEH), Enviri LLC (Enviri LLC), Veolia Environment S.A. (Buyer) and Liberty Merger Sub Inc. (Merger Sub), and (y) that certain Separation Agreement, dated as of November 20, 2025 (the Separation Agreement), by and among the Company, CLEH, Buyer and Enviri II Corporation (New Enviri).

2. On June 1, 2026, pursuant to the terms of the Merger Agreement and the Separation Agreement, a series of transactions occurred, including: (i) the Issuer merged with and into Enviri LLC, with Enviri LLC being the surviving entity of such merger, and each outstanding share of common stock of the Issuer was exchanged for one share of common stock, par value $1.25 per share, of CLEH (the Holding Company Merger), and (ii) following the Holding Company Merger, CLEH and its subsidiaries, including Enviri LLC and New Enviri, effected a reorganization (the Reorganization), resulting in (x) CLEH holding the Clean Earth segment of the Issuer and all the outstanding shares of common stock, par value $0.00001 per share, of New Enviri (New Enviri Common Stock), (y) New Enviri owning all of the equity interests of Enviri LLC and (z) Enviri LLC holding the Harsco Environmental and Rail segments of the Issuer

3. Also on June 1, 2026, (i) following the Reorganization, CLEH distributed all of the outstanding shares of New Enviri common stock to the stockholders of CLEH (the former stockholders of the Issuer) on a pro rata basis (the Distribution); and (ii) immediately after the Distribution, Merger Sub, a wholly owned subsidiary of Buyer, merged with and into CLEH, with CLEH surviving as an indirect wholly owned subsidiary of Buyer (the Merger).

4. In connection with the Holding Company Merger, Reorganization and Merger (collectively, the Transactions), the reporting person disposed of all of the shares of the Issuer held by the reporting person immediately prior to the effective time of the Holding Company Merger and, ultimately, received (x) in the Distribution, one share of New Enviri common stock in respect of every three shares of the Issuer previously held, and (y) in the Merger, cash consideration of $15.00 per share.

Remarks:

	/s/ Rebecca Martinez O'Mara	06/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)