STOCK TITAN

Enviri (NVRI) VP settles RSUs and uses shares to cover taxes

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

Rhea-AI Filing Summary

Enviri Corp executive Samuel Darden Romaninsky, VP, General Counsel & CCO, reported routine equity compensation activity involving restricted stock units that convert into common shares on a one-for-one basis.

On May 20, 2026, he exercised 16,195 restricted stock units, receiving the same number of Enviri common shares. In a related step, 7,439 common shares were disposed of at $19.53 per share to satisfy tax obligations, a tax-withholding disposition rather than an open-market sale.

The footnote explains these restricted stock units were granted under the 2013 Equity and Incentive Compensation Plan and were vested and settled after approval on May 18, 2026 by Enviri’s board, in connection with the company’s sale of its Clean Earth division. After these transactions, Romaninsky continues to hold a substantial direct stake in Enviri common stock, and there are no remaining restricted stock units from this grant.

Positive

  • None.

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Insider Romaninsky Samuel Darden
Role VP, General Counsel & CCO
Type Security Shares Price Value
Exercise Restricted Stock Units 16,195 $0.00 --
Exercise Common Stock, $1.25 par value 16,195 $0.00 --
Tax Withholding Common Stock, $1.25 par value 7,439 $19.53 $145K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock, $1.25 par value — 62,768 shares (Direct, null)
Footnotes (1)
  1. [object Object]
RSUs exercised 16,195 units Restricted stock units converted to common stock on May 20, 2026
Tax-withholding shares 7,439 shares Common shares disposed to cover tax liability at vesting
Tax-withholding price $19.53 per share Price for 7,439-share tax-withholding disposition
Shares after tax-withholding line 55,329 shares Direct common stock holdings following the F-code disposition
Shares after RSU exercise line 62,768 shares Direct common stock holdings following M-code RSU exercise
Derivative RSUs remaining 0 units Restricted stock units balance after settlement from this grant
Restricted stock units financial
"Restricted stock units granted under the 2013 Equity and Incentive Compensation Plan represent a contingent right..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2013 Equity and Incentive Compensation Plan financial
"Restricted stock units granted under the 2013 Equity and Incentive Compensation Plan represent a contingent right..."
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.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
contingent right financial
"represent a contingent right to receive Enviri common stock on a one-for-one basis..."
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)
05/20/2026
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 value05/20/2026M16,195A$062,768D
Common Stock, $1.25 par value05/20/2026F7,439D$19.5355,329D
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
Restricted Stock Units(1)05/20/2026M16,195 (1) (1)Common Stock, $1.25 par value16,195$00D
Explanation of Responses:
1. Restricted stock units granted under the 2013 Equity and Incentive Compensation Plan represent a contingent right to receive Enviri common stock on a one-for-one basis when the restricted stock units vest. The restricted stock units have been vested and settled, as approved on May 18, 2026 by the Enviri Board of Directors in connection with Envir's sale of its Clean Earth division.
Remarks:
/s/ Samuel Romaninsky05/22/2026
** 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)

FAQ

What insider transactions did Enviri (NVRI) report for Samuel Darden Romaninsky?

Enviri reported that executive Samuel Darden Romaninsky exercised 16,195 restricted stock units into common shares and had 7,439 shares withheld at $19.53 each to cover tax obligations. These transactions are routine equity compensation and tax-settlement events, not open-market buying or selling.

Was the Enviri (NVRI) insider transaction an open-market sale of shares?

No, the filing shows a tax-withholding disposition of 7,439 shares at $19.53 per share, classified under code F. This indicates shares were withheld to satisfy tax liabilities from vesting, rather than an open-market sale initiated for portfolio or valuation reasons.

How many Enviri (NVRI) shares did the executive acquire through RSU settlement?

The executive acquired 16,195 Enviri common shares when an equal number of restricted stock units vested and settled. These RSUs converted one-for-one into common stock under the 2013 Equity and Incentive Compensation Plan, following board approval related to the Clean Earth division sale.

What plan governed the Enviri (NVRI) restricted stock units in this Form 4?

The restricted stock units were granted under Enviri’s 2013 Equity and Incentive Compensation Plan. The filing notes these RSUs represented a contingent right to receive Enviri common stock and were fully vested and settled after board approval connected to the company’s Clean Earth division sale.

How many Enviri (NVRI) shares does the executive hold after these transactions?

After the tax-withholding disposition of 7,439 shares, the filing shows the executive holding 55,329 Enviri common shares directly for that transaction line. Another line tied to the RSU exercise shows 62,768 shares following that step, illustrating holdings after each component of the combined activity.

Why did Enviri’s (NVRI) board approve the RSU vesting noted in this Form 4?

The footnote explains that Enviri’s board approved vesting and settlement of the restricted stock units on May 18, 2026 in connection with the company’s sale of its Clean Earth division. This links the equity compensation event to a broader corporate transaction involving that business.