ENVIRI (NVRI) VP and counsel disposes shares, receives New Enviri stock and $15 cash
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ENVIRI Corp vice president, general counsel and chief compliance officer Samuel Darden Romaninsky reported transactions tied to a larger merger and reorganization. On June 1, 2026, he disposed of 55,329 shares of ENVIRI common stock back to the issuer, leaving no direct holdings. Earlier, on May 28, 2026, he exercised 11,310 performance share units into common stock and then disposed of the same number of shares to the issuer at $21.22 per share, while the underlying performance share units were cancelled and settled in cash. According to the merger and separation agreements, all issuer shares he held were exchanged so that he ultimately received one share of New Enviri common stock for every three ENVIRI shares previously held, plus $15.00 in cash per share as part of the acquisition structure.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Romaninsky Samuel Darden
Role
VP, General Counsel & CCO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock, $1.25 par value | 55,329 | $0.00 | -- |
| Disposition | Performance Share Units | 11,310 | $0.00 | -- |
| Exercise | Common Stock, $1.25 par value | 11,310 | $0.00 | -- |
| Disposition | Common Stock, $1.25 par value | 11,310 | $21.22 | $240K |
Holdings After Transaction:
Common Stock, $1.25 par value — 0 shares (Direct, null);
Performance Share Units — 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 Environnement 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. Represents the cash-settled portion of performance share units (Cash-Settled PSUs) that vested in connection with the Transactions and reported on the reporting persons Form 4 filed May 21, 2026. The Cash-Settled PSUs were settled in cash in an amount equal to (x) the number of Cash-Settled PSUs held by the reporting person, multiplied by (y) the closing price of the Issuers common stock on May 28, 2026, less applicable withholding taxes
Key Figures
Common shares disposed: 55,329 shares
Shares exercised from PSUs: 11,310 shares
Disposition price: $21.22 per share
+4 more
7 metrics
Common shares disposed
55,329 shares
Disposition to issuer on June 1, 2026
Shares exercised from PSUs
11,310 shares
Performance share units converted on May 28, 2026
Disposition price
$21.22 per share
Issuer disposition of 11,310 shares on May 28, 2026
Cash consideration per share
$15.00 per share
Merger cash consideration for each ENVIRI common share
Share exchange ratio
1 share New Enviri per 3 shares
Distribution of New Enviri common stock to former ENVIRI holders
PSU units disposed
11,310 units
Performance share units cancelled and cash-settled
PSU expiration date
December 31, 2027
Original expiration for performance share units before settlement
Key Terms
Agreement and Plan of Merger, Separation Agreement, Reorganization, Distribution, +2 more
6 terms
Agreement and Plan of Merger regulatory
"that certain Agreement and Plan of Merger, dated as of November 20, 2025 (the "Merger Agreement")"
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 (the Separation Agreement)"
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 (the Reorganization)"
Distribution financial
"CLEH distributed all of the outstanding shares of New Enviri common stock to the stockholders of CLEH ... (the Distribution)"
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 ... 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 insider transactions did ENVIRI Corp (NVRI) report for Samuel Darden Romaninsky?
Samuel Darden Romaninsky reported disposing of ENVIRI common stock back to the issuer, including 55,329 shares on June 1, 2026. He also exercised and disposed of 11,310 shares tied to performance share units on May 28, 2026, as part of merger-related transactions.
Does Samuel Darden Romaninsky still hold ENVIRI Corp (NVRI) common stock after these transactions?
After disposing of 55,329 ENVIRI common shares on June 1, 2026, his reported direct holdings of ENVIRI common stock fell to zero. His economic interest shifted to New Enviri common stock and cash consideration received under the merger and related agreements.