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ENVIRI (NVRI) VP Fenice exercises performance share units and withholds shares for taxes

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

ENVIRI Corp VP & Corporate Controller Samuel C. Fenice reported compensation-related stock activity in connection with performance share units vesting on May 19, 2026. He acquired 11,976 and 17,018 shares of common stock through derivative exercises at $0.00 per share, reflecting performance share units that vested and settled in stock.

To cover tax obligations, 5,537 and 7,868 shares of common stock were disposed of at $19.18 per share through tax-withholding transactions, not open-market sales. After these transactions, Fenice holds 58,418 shares of ENVIRI common stock directly and 559 shares indirectly through a managed account. Footnotes state the performance share units vested at 200% of target based on Enviri’s total shareholder return versus the S&P 600 Industrials Index, with remaining portions of some awards settling in cash.

Positive

  • None.

Negative

  • None.
Insider Fenice Samuel C.
Role VP & Corporate Controller
Type Security Shares Price Value
Exercise Performance Share Units 17,018 $0.00 --
Exercise Performance Share Units 23,952 $0.00 --
Exercise Common Stock 17,018 $0.00 --
Tax Withholding Common Stock 7,868 $19.18 $151K
Exercise Common Stock 11,976 $0.00 --
Tax Withholding Common Stock 5,537 $19.18 $106K
holding Common Stock -- -- --
Holdings After Transaction: Performance Share Units — 0 shares (Direct, null); Common Stock — 66,286 shares (Direct, null); Common Stock — 559 shares (Indirect, by Managed Account)
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 at 200% of the target number of performance share units reported on the reporting persons Form 4 filed March 6, 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 awards terms. Each performance share unit vested and settled in shares at 200% of the target number of performance share units reported on the reporting persons Form 4 filed March 13, 2024, based on the total shareholder return of Enviri common stock relative to the S&P 600 Industrials Index.
Tax-withheld shares (block 1) 5,537 shares at $19.18 Common Stock tax-withholding disposition on May 19, 2026
Tax-withheld shares (block 2) 7,868 shares at $19.18 Common Stock tax-withholding disposition on May 19, 2026
Shares acquired via exercise (lot 1) 11,976 shares at $0.00 Common Stock from derivative exercise on May 19, 2026
Shares acquired via exercise (lot 2) 17,018 shares at $0.00 Common Stock from derivative exercise on May 19, 2026
Direct holdings after transactions 58,418 shares ENVIRI common stock held directly after May 19, 2026
Indirect holdings after transactions 559 shares ENVIRI common stock held via managed account after May 19, 2026
Performance share units exercised (set 1) 23,952 units Performance Share Units converted, underlying 23,952 common shares
Performance share units exercised (set 2) 17,018 units Performance Share Units converted, underlying 17,018 common shares
Performance Share Units financial
"Represents shares issued upon vesting and settlement of performance share unit awards, as approved on May 18, 2026"
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. The remining portion of the performance share units"
Enviri Board of Directors financial
"as approved on May 18, 2026 by the Enviri Board of Directors in connection with Enviri's sale"
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*
Fenice Samuel 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP & Corporate Controller
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 Stock05/19/2026M17,018(1)A$066,286D
Common Stock05/19/2026F7,868D$19.1858,418D
Common Stock05/19/2026M11,976(1)A$070,394D
Common Stock05/19/2026F5,537D$19.1864,857D
Common Stock559Iby Managed Account
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(2)05/19/2026M17,018 (2)12/31/2026Common Stock17,018$00D
Performance Share Units(3)05/19/2026M23,952 (3)12/31/2027Common Stock23,952$011,976D
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 at 200% of the target number of performance share units reported on the reporting persons Form 4 filed March 6, 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 awards terms.
3. Each performance share unit vested and settled in shares at 200% of the target number of performance share units reported on the reporting persons Form 4 filed March 13, 2024, based on the total shareholder return of Enviri common stock relative to the S&P 600 Industrials Index.
Remarks:
/s/ Samuel C. Fenice05/21/2026
** 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 (NVRI) executive Samuel C. Fenice report?

Samuel C. Fenice reported vesting of performance share units that converted into common stock and related tax-withholding share dispositions on May 19, 2026. These are compensation and tax events, not open-market purchases or sales of ENVIRI shares.

How many ENVIRI (NVRI) shares does Samuel C. Fenice hold after these Form 4 transactions?

Following the reported transactions, Samuel C. Fenice holds 58,418 ENVIRI common shares directly and 559 shares indirectly through a managed account. These figures reflect his position after performance share units vested and shares were withheld for taxes.

Were any of Samuel C. Fenice’s ENVIRI (NVRI) transactions open-market sales or purchases?

No open-market purchases or sales were reported. The Form 4 shows derivative exercises converting performance share units into common stock and F-code tax-withholding dispositions, where shares were delivered to cover exercise price or tax liabilities, not sold on the open market.

What triggered the vesting of ENVIRI (NVRI) performance share units for Samuel C. Fenice?

Footnotes state the performance share units vested at 200% of target based on ENVIRI’s total shareholder return versus the S&P 600 Industrials Index. For one award, vesting and settlement in stock were also approved in connection with ENVIRI’s sale of its Clean Earth division.

How many ENVIRI (NVRI) shares were used for tax withholding in Samuel C. Fenice’s Form 4?

The filing reports two F-code tax-withholding dispositions: 5,537 shares and 7,868 shares of ENVIRI common stock, each at a price of $19.18 per share. These shares were delivered to satisfy tax liabilities tied to vesting performance share units.

What does 200% of target mean for ENVIRI (NVRI) performance share units in this filing?

The 200% of target language means the number of vested performance share units was double the initial target. Footnotes link this outcome to ENVIRI’s total shareholder return relative to the S&P 600 Industrials Index, increasing the shares delivered upon vesting.