ENVIRI Corp (NVRI) director exits 47,909-share stake in merger for cash and New Enviri stock
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insights
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
1 transaction reported
Mixed
1 txn
Insider
O'Mara Rebecca Martinez
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 47,909 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null)
Footnotes (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). 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 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). 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
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.
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.