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ENVIRI Corp (NVRI) VP exercises performance share units and nets 40,457 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ENVIRI Corp executive Samuel Darden Romaninsky reported compensation-related equity activity in company stock. On May 19, 2026, he exercised performance share unit awards covering 38,694 shares of common stock, with 12,576 shares withheld to cover tax obligations. These awards vested and settled at 200% of the target amount based on Enviri’s total shareholder return versus the S&P 600 Industrials Index, and were approved by the board in connection with the sale of the Clean Earth division. After these transactions, he directly holds 40,457 shares of ENVIRI common stock.

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Insider Romaninsky Samuel Darden
Role VP, General Counsel & CCO
Type Security Shares Price Value
Exercise Performance Share Units 16,072 $0.00 --
Exercise Performance Share Units 22,622 $0.00 --
Exercise Common Stock, $1.25 par value 16,072 $0.00 --
Tax Withholding Common Stock, $1.25 par value 7,381 $19.18 $142K
Exercise Common Stock, $1.25 par value 11,311 $0.00 --
Tax Withholding Common Stock, $1.25 par value 5,195 $19.18 $100K
Holdings After Transaction: Performance Share Units — 0 shares (Direct, null); Common Stock, $1.25 par value — 47,838 shares (Direct, null)
Footnotes (1)
  1. Represents shares issued upon vesting and settlement of performance share unit awards, as approved on May 18, 2026 by the Enviri Board of Directors in connection with Enviri's sale of its Clean Earth division, which portion of the performance share unit awards settled in stock in accordance with the award's terms. Each performance share unit vested and settled in shares at 200% of the target number of performance share units reported on the reporting person's Form 3 filed December 16, 2025, based on the total shareholder return of Enviri common stock relative to the S&P 600 Industrials Index. Each performance share unit vested at 200% of the target number of performance share units reported on the reporting person's Form 3 filed December 16, 2025, based on the total shareholder return of Enviri common stock relative to the S&P 600 Industrials Index. The remining portion of the performance share units will settle in cash in accordance with the award's terms.
PSUs exercised 38,694 shares Performance share units converted to common stock on May 19, 2026
Shares withheld for taxes 12,576 shares Tax-withholding dispositions at $19.18 per share
Post-transaction holdings 40,457 shares Common stock directly held after all reported transactions
Tax withholding price $19.18 per share Value applied to shares withheld for tax obligations
Vesting multiple 200% Each performance share unit vested at 200% of target
Performance Share Units financial
"Represents shares issued upon vesting and settlement of performance share unit awards"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
total shareholder return financial
"based on the total shareholder return of Enviri common stock relative to the S&P 600 Industrials Index"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
S&P 600 Industrials Index financial
"relative to the S&P 600 Industrials Index"
vesting and settlement financial
"shares issued upon vesting and settlement of performance share unit awards"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
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*
Romaninsky Samuel Darden
(Last)(First)(Middle)
TWO LOGAN SQUARE
100-120 N. 18TH STREET, SUITE 1700
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP, General Counsel & CCO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $1.25 par value05/19/2026M16,072(1)A$047,838D
Common Stock, $1.25 par value05/19/2026F7,381D$19.1840,457D
Common Stock, $1.25 par value05/19/2026M11,311(1)A$051,768D
Common Stock, $1.25 par value05/19/2026F5,195D$19.1846,573D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units$005/19/2026M16,072 (2)12/31/2026Common Stock, $1.25 par value16,072$00D
Performance Share Units$005/19/2026M22,622 (3)12/31/2027Common Stock, $1.25 par value22,622$011,311D
Explanation of Responses:
1. Represents shares issued upon vesting and settlement of performance share unit awards, as approved on May 18, 2026 by the Enviri Board of Directors in connection with Enviri's sale of its Clean Earth division, which portion of the performance share unit awards settled in stock in accordance with the award's terms.
2. Each performance share unit vested and settled in shares at 200% of the target number of performance share units reported on the reporting person's Form 3 filed December 16, 2025, based on the total shareholder return of Enviri common stock relative to the S&P 600 Industrials Index.
3. Each performance share unit vested at 200% of the target number of performance share units reported on the reporting person's Form 3 filed December 16, 2025, based on the total shareholder return of Enviri common stock relative to the S&P 600 Industrials Index. The remining portion of the performance share units will settle in cash in accordance with the award's terms.
Remarks:
/s/ Samuel Romaninsky05/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ENVIRI Corp (NVRI) disclose for Samuel Darden Romaninsky?

ENVIRI’s VP, General Counsel & CCO Samuel Darden Romaninsky exercised performance share units into 38,694 common shares, with 12,576 shares withheld for taxes. These are compensation-related transactions rather than open-market purchases or sales.

How many ENVIRI Corp (NVRI) shares does Samuel Darden Romaninsky hold after these Form 4 transactions?

Following the reported transactions, Samuel Darden Romaninsky directly holds 40,457 shares of ENVIRI common stock. This reflects the net result after performance share units vested and shares were withheld to satisfy tax obligations.

What performance condition triggered ENVIRI Corp (NVRI) performance share unit vesting?

Each performance share unit vested and settled at 200% of its target amount based on total shareholder return of Enviri common stock compared with the S&P 600 Industrials Index. This strong relative performance drove the higher share payout.

Were ENVIRI Corp (NVRI) insider transactions open-market buys or sales?

The filing shows no open-market buys or sells. Instead, Romaninsky exercised performance share units and had 12,576 shares withheld at $19.18 per share to pay tax liabilities, a standard non-market compensation and tax-settlement mechanism.

How are ENVIRI Corp (NVRI) performance share units from this award ultimately settled?

A portion of the performance share units settled in ENVIRI common stock, producing 38,694 shares, while the remaining portion will settle in cash. Settlement terms follow the original award agreement and board approvals tied to the Clean Earth division sale.