Enviri (NVRI) CFO swaps ENVIRI equity for cash and New Enviri stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ENVIRI Corp SVP and CFO Tom George reported equity transactions tied to the company’s merger and reorganization. On May 28, 2026, he converted 89,829 Performance Share Units into common stock and immediately disposed of the same 89,829 common shares back to the issuer at $21.22 per share, with the performance units settled in cash based on the stock’s closing price.
On June 1, 2026, following a series of transactions under an Agreement and Plan of Merger and related Separation Agreement, he disposed of his remaining 412,675 common shares of ENVIRI and all outstanding stock appreciation rights. In exchange, he ultimately received one share of New Enviri common stock for every three ENVIRI shares previously held, $15.00 per share in cash, and replacement stock appreciation rights over New Enviri stock with the same intrinsic value as the cancelled awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
89,829 shares exercised/converted
Mixed
6 txns
Insider
Vadaketh Tom George
Role
SVP and CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Appreciation Rights | 143,679 | $0.00 | -- |
| Disposition | Stock Appreciation Rights | 103,340 | $0.00 | -- |
| Disposition | Common Stock | 412,675 | $0.00 | -- |
| Exercise | Performance Share Units | 89,829 | $0.00 | -- |
| Exercise | Common Stock | 89,829 | $0.00 | -- |
| Disposition | Common Stock | 89,829 | $21.22 | $1.91M |
Holdings After Transaction:
Stock Appreciation Rights — 0 shares (Direct, null);
Common Stock — 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 Represents the cancellation of all of the stock appreciation rights (SARs) in respect of Issuers common stock held by the reporting period immediately prior to June 1, 2026 in connection with the Transactions. In exchange for the cancellation of the SARs, the reporting person will be granted replacement stock appreciation rights in respect of New Enviri Common Stock with an intrinsic value equal to the intrinsic value of the SARs being cancelled.
Key Figures
PSUs converted: 89,829 units/shares
Common shares disposed May 28: 89,829 shares at $21.22
Common shares disposed June 1: 412,675 shares
+4 more
7 metrics
PSUs converted
89,829 units/shares
Performance Share Units converted to ENVIRI common stock on May 28, 2026
Common shares disposed May 28
89,829 shares at $21.22
Issuer disposition of common stock on May 28, 2026
Common shares disposed June 1
412,675 shares
All remaining ENVIRI common shares disposed in merger-related transactions
SARs cancelled (strike $8.20)
103,340 SARs
Stock Appreciation Rights over ENVIRI common stock cancelled June 1, 2026
SARs cancelled (strike $6.03)
143,679 SARs
Additional SARs cancelled and replaced with New Enviri SARs
Cash merger consideration
$15.00 per share
Cash paid per ENVIRI share in the merger
Share exchange ratio
1:3 New Enviri to ENVIRI
One New Enviri share for every three ENVIRI shares held
Key Terms
Agreement and Plan of Merger, Separation Agreement, Stock Appreciation Rights, Performance Share Units, +2 more
6 terms
Agreement and Plan of Merger regulatory
"The Issuer is party to (x) 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
"and (y) 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.
Stock Appreciation Rights financial
"Represents the cancellation of all of the stock appreciation rights (SARs) in respect of Issuers common stock..."
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
Holding Company Merger regulatory
"each outstanding share of common stock of the Issuer was exchanged for one share of common stock... of CLEH (the Holding Company Merger)"
Reorganization regulatory
"following the Holding Company Merger, CLEH and its subsidiaries... effected a reorganization (the Reorganization)"
FAQ
What insider transactions did ENVIRI (NVRI) CFO Tom George report?
Tom George reported converting 89,829 Performance Share Units into common stock, then disposing of those 89,829 shares at $21.22 each, and later disposing of 412,675 remaining ENVIRI common shares and all related stock appreciation rights in connection with the company’s merger and reorganization.
What happened to the CFO’s ENVIRI stock appreciation rights (SARs)?
All ENVIRI stock appreciation rights held by the CFO were cancelled on June 1, 2026, in connection with the transactions. In exchange, he will receive replacement stock appreciation rights linked to New Enviri common stock, with intrinsic value equal to the cancelled ENVIRI SARs.