Enviri (NVRI) SVP shifts shares into New Enviri stock and $15 cash

Rhea-AI Filing Summary

ENVIRI Corp Senior Vice President & CHRO Jennifer Ott Kozak reported disposing of all holdings in connection with a merger and reorganization completed on June 1, 2026. She disposed of 101,019 shares of common stock and canceled multiple blocks of stock appreciation rights. In return, she ultimately received one share of New Enviri common stock for every three ENVIRI shares previously held, plus $15.00 in cash for each former ENVIRI share.

The stock appreciation rights tied to ENVIRI common stock were canceled and replaced with rights linked to New Enviri common stock, preserving their intrinsic value rather than representing an open-market trade.

Insights

Corporate actions analyst

Executive’s ENVIRI stake converted and cashed out via structured merger.

The filing shows Jennifer Ott Kozak disposing of all ENVIRI common shares and stock appreciation rights as part of a multi-step merger and separation process involving CLEH, Enviri LLC, New Enviri, and Veolia Environment S.A.

The consideration mix is clearly defined: former ENVIRI shares convert into CLEH shares, then into a combination of New Enviri stock and $15.00 cash per share through the distribution and subsequent merger. These are transaction-driven conversions, not discretionary market trades.

All ENVIRI-tied stock appreciation rights are canceled and replaced with rights over New Enviri common stock with equal intrinsic value, meaning her economic exposure is shifted to the new entity rather than eliminated. The derivative summary shows no remaining ENVIRI derivatives after these actions.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Kozak Jennifer Ott

Role Senior Vice President & CHRO

Type	Security	Shares	Price	Value
Disposition	Stock Appreciation Rights	48,776	$0.00	--
Disposition	Stock Appreciation Rights	35,252	$0.00	--
Disposition	Stock Appreciation Rights	27,364	$0.00	--
Disposition	Common Stock	101,019	$0.00	--

Holdings After Transaction: Stock Appreciation Rights — 0 shares (Direct, null); 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. 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

Common shares disposed: 101,019 shares SARs canceled @ $7.45: 27,364 stock appreciation rights SARs canceled @ $8.20: 35,252 stock appreciation rights +3 more

6 metrics

Common shares disposed 101,019 shares Disposition to issuer on June 1, 2026

SARs canceled @ $7.45 27,364 stock appreciation rights Conversion/exercise price $7.45 per share

SARs canceled @ $8.20 35,252 stock appreciation rights Conversion/exercise price $8.20 per share

SARs canceled @ $6.03 48,776 stock appreciation rights Conversion/exercise price $6.03 per share

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

Share exchange ratio 1 New Enviri share per 3 ENVIRI shares Distribution to former ENVIRI stockholders

Key Terms

Agreement and Plan of Merger, Separation Agreement, Reorganization, Distribution, +1 more

5 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.

Reorganization financial

"following the Holding Company Merger, 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.

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.

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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^*

Kozak Jennifer Ott

(Last) (First) (Middle)

100-120 NORTH 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President & CHRO

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)		101,019	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
Stock Appreciation Rights	$6.03(5)	06/01/2026		D			48,776	(5)	03/04/2035	Common Stock	48,776	$0(5)	0	D
Stock Appreciation Rights	$8.2(5)	06/01/2026		D			35,252	(5)	03/11/2034	Common Stock	35,252	$0(5)	0	D
Stock Appreciation Rights	$7.45(5)	06/01/2026		D			27,364	(5)	03/07/2033	Common Stock	27,364	$0(5)	0	D

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.

5. 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.

Remarks:

	/s/ Jennifer O. Kozak	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) executive Jennifer Ott Kozak report in this Form 4?

She reported disposing of all ENVIRI common stock and related stock appreciation rights on June 1, 2026, as part of a structured merger and reorganization, receiving New Enviri stock and cash consideration instead of executing open-market trades.

How many ENVIRI Corp (NVRI) common shares did Jennifer Ott Kozak dispose of?

She disposed of 101,019 shares of ENVIRI common stock. This disposition occurred as part of the merger and related transactions, not through open-market selling, and left her with zero ENVIRI common shares directly held afterward.

What consideration did ENVIRI Corp (NVRI) shareholders like Kozak receive in the transactions?

For each ENVIRI share, holders effectively received one New Enviri common share for every three ENVIRI shares plus cash of $15.00 per ENVIRI share, reflecting the distribution and subsequent merger steps described in the merger and separation agreements.

What happened to Jennifer Ott Kozak’s ENVIRI stock appreciation rights in this filing?

All stock appreciation rights linked to ENVIRI common stock were canceled in connection with the transactions. In exchange, she will receive replacement stock appreciation rights over New Enviri common stock with the same intrinsic value as the canceled awards.

Does this ENVIRI Corp (NVRI) Form 4 show open-market buying or selling by the executive?

No, it shows dispositions to the issuer tied to a merger and reorganization. The actions reflect mandatory conversions, cancellations, and replacements under the merger and separation agreements, rather than discretionary open-market purchases or sales.