ENVIRI Corp (NVRI) director exits 18,309 shares in cash-and-stock merger with Veolia unit

Rhea-AI Filing Summary

ENVIRI Corp director Nicholas C. Fanandakis reported a corporate reorganization-related disposition of his common stock. On June 1, 2026, he disposed of 18,309 shares of ENVIRI Corp common stock back to the issuer in connection with a holding company merger, subsequent reorganization, and merger with a subsidiary of Veolia Environment S.A.

According to the transaction terms, each ENVIRI share was first exchanged for a share of CLEH, Inc., then former ENVIRI stockholders received one share of New Enviri common stock for every three ENVIRI shares they previously held and cash consideration of $15.00 per share in the final merger. Following these steps, Fanandakis reported holding zero ENVIRI Corp shares, with no remaining derivative positions disclosed.

Insights

Equity restructuring analyst

Director’s shares were cashed out and partially rolled into New Enviri as part of a multi-step merger.

The Form 4 shows director Nicholas C. Fanandakis disposed of 18,309 ENVIRI Corp common shares on June 1, 2026 via a code D transaction, described as a disposition to the issuer. This occurred within a structured holding company merger, reorganization, distribution, and final merger involving Veolia Environment S.A.

Footnotes explain that each ENVIRI share became a CLEH share, then former ENVIRI holders received one share of New Enviri common stock for every three prior ENVIRI shares, plus $15.00 per share in cash from the merger. Afterward, Fanandakis reported zero ENVIRI shares and no remaining derivatives, indicating his position in the original issuer was fully converted or paid out through the transaction sequence.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FANANDAKIS NICHOLAS C

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	18,309	$0.00	--

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

Footnotes (1)

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: 18,309 shares Cash consideration per share: $15.00 per share Share exchange ratio: 1 New Enviri share per 3 ENVIRI shares +2 more

5 metrics

Shares disposed 18,309 shares Common stock disposed to issuer on June 1, 2026

Cash consideration per share $15.00 per share Cash paid in the merger to former ENVIRI stockholders

Share exchange ratio 1 New Enviri share per 3 ENVIRI shares Distribution of New Enviri common stock

Shares after transaction 0 shares ENVIRI Corp common stock held by Fanandakis post-transaction

Transaction code D Disposition to issuer of non-derivative common stock

Key Terms

Disposition to issuer, Agreement and Plan of Merger, Reorganization, Distribution, +1 more

5 terms

Disposition to issuer financial

"transaction_code_description":"Disposition to issuer""

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.

Reorganization financial

"CLEH and its subsidiaries ... effected a reorganization (the Reorganization)"

Distribution financial

"CLEH distributed all of the outstanding shares of New Enviri common stock ... (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.

Merger regulatory

"Merger Sub ... merged with and into CLEH ... (the Merger)."

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

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Form 4 Insider Transactions: What Each Field Means →

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^*

FANANDAKIS NICHOLAS C

(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)		18,309	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:

	/Nicholas Fanandakis	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)

FAQ

What did ENVIRI Corp (NVRI) director Nicholas C. Fanandakis report in this Form 4?

He reported disposing of 18,309 ENVIRI Corp common shares on June 1, 2026. The disposition was to the issuer as part of a complex merger and reorganization, rather than an open-market sale, and left him with no ENVIRI Corp shares afterward.

Was the NVRI Form 4 transaction a market sale of ENVIRI Corp shares?

No, the filing describes a code D disposition to the issuer tied to a merger structure. The shares were exchanged and cashed out through mergers and a reorganization, not sold in the open market, with consideration defined by the transaction agreements.

What consideration did ENVIRI Corp (NVRI) shareholders receive under this transaction?

Each former ENVIRI shareholder ultimately received one share of New Enviri common stock for every three ENVIRI shares previously held. In addition, they received cash consideration of $15.00 per ENVIRI share in the merger involving a subsidiary of Veolia Environment S.A.

How many ENVIRI Corp shares did Nicholas C. Fanandakis hold after the June 1, 2026 transaction?

After the June 1, 2026 disposition, he reported holding zero ENVIRI Corp common shares. The Form 4 also shows no remaining derivative securities, indicating his direct position in the original ENVIRI issuer was fully eliminated through the transaction steps.

What corporate steps involving ENVIRI Corp (NVRI) are described in the Form 4 footnotes?

Footnotes describe a holding company merger into Enviri LLC, a reorganization creating New Enviri ownership, a pro rata distribution of New Enviri stock to former ENVIRI holders, and a final merger where a Veolia Environment S.A. subsidiary combined with CLEH, Inc.

Did the NVRI Form 4 mention any derivative securities for Nicholas C. Fanandakis?

No derivative securities are listed in the derivative summary for this Form 4. The filing only reports a non-derivative disposition of 18,309 common shares and shows no remaining derivative positions following the corporate transactions on June 1, 2026.