Enviri (NVRI) VP exercises performance units, withholds shares for taxes

Rhea-AI Filing Summary

Enviri Corp’s VP, General Counsel & CCO, Samuel Darden Romaninsky, reported equity award activity tied to performance share units. On February 26, 2026, he exercised 7,396 performance share units, converting them into 14,792 shares of common stock at a stated price per share of 0.0000.

These units vested at 200% of the target award after the Management Development & Compensation Committee approved the vesting on February 18, 2026, based on Enviri’s total shareholder return versus the S&P 600 Industrials Index over the performance period ended December 31, 2025. A separate transaction withheld 7,136 common shares at a price per share of 18.5900 to satisfy tax obligations, leaving direct ownership of 25,203 common shares.

Insider Trade Summary

7,396 shares exercised/converted

Mixed 3 txns

Insider Romaninsky Samuel Darden

Role VP, General Counsel & CCO

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	7,396	$0.00	--
Exercise	Common Stock, $1.25 par value	14,792	$0.00	--
Tax Withholding	Common Stock, $1.25 par value	7,136	$18.59	$133K

Holdings After Transaction: Performance Share Units — 0 shares (Direct); Common Stock, $1.25 par value — 32,339 shares (Direct)

Footnotes (1)

1. Represents shares issued upon vesting of performance share unit awards reported in Table II of this Form 4, as approved on February 18, 2026 by the Management Development & Compensation Committee of the Enviri Board of Directors. Each performance share unit vested at 200% of the target number of performance share units reported on the reporting person's Form 3 filed December 16, 2025, based on the total shareholder return of Enviri common stock relative to the S&P 600 Industrials Index over the performance period ended December 31, 2025.

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

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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 PA 19103

(City) (State) (Zip)

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)
	VP, General Counsel & CCO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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, $1.25 par value	02/26/2026		M		14,792(1)	A	$0	32,339	D
Common Stock, $1.25 par value	02/26/2026		F		7,136	D	$18.59	25,203	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
Performance Share Units	(2)	02/26/2026		M			7,396	(2)	12/31/2025	Common Stock, $1.25 par value	7,396	$0	0	D

Explanation of Responses:

1. Represents shares issued upon vesting of performance share unit awards reported in Table II of this Form 4, as approved on February 18, 2026 by the Management Development & Compensation Committee of the Enviri Board of Directors.

2. Each performance share unit vested at 200% of the target number of performance share units reported on the reporting person's Form 3 filed December 16, 2025, based on the total shareholder return of Enviri common stock relative to the S&P 600 Industrials Index over the performance period ended December 31, 2025.

Remarks:

	/s/ Samuel Romaninsky	03/02/2026
	** 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.
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FAQ

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

Enviri reported that Samuel Darden Romaninsky exercised 7,396 performance share units into 14,792 common shares, then had 7,136 shares withheld to cover taxes. After these equity award-related transactions, his direct ownership stood at 25,203 common shares.

How many Enviri (NVRI) shares did Romaninsky acquire from performance share units?

Romaninsky acquired 14,792 Enviri common shares through the exercise of 7,396 performance share units at a stated price per share of 0.0000. These shares came from equity awards rather than open-market purchases, reflecting vested long-term incentive compensation.

Why did Enviri (NVRI) withhold 7,136 shares from Romaninsky’s award?

Enviri withheld 7,136 common shares at a price per share of 18.5900 to satisfy tax obligations tied to the vesting and conversion of performance share units. This tax-withholding disposition is coded as an F transaction, commonly used for covering exercise or tax liabilities.

What performance criteria triggered Romaninsky’s Enviri (NVRI) units to vest at 200%?

Each performance share unit vested at 200% of the target amount based on Enviri’s total shareholder return versus the S&P 600 Industrials Index. The performance period ended December 31, 2025, and the compensation committee approved the vesting on February 18, 2026.

How many Enviri (NVRI) shares does Romaninsky own after these transactions?

Following the performance share unit conversion and the tax-withholding disposition, Romaninsky directly owns 25,203 Enviri common shares. This figure reflects his post-transaction balance as reported in the Form 4’s non-derivative holdings section for common stock.

What does the M transaction code mean in Romaninsky’s Enviri (NVRI) Form 4?

The M transaction code indicates an exercise or conversion of a derivative security, in this case performance share units. Romaninsky’s M-coded transactions show his units converting into common stock as part of his long-term incentive compensation, not an open-market share purchase.