Enviri (NVRI) director swaps shares for New Enviri stock and $15 cash

Rhea-AI Filing Summary

Enviri Corp director Carolann I. Haznedar reported disposing of 95,491 shares of Enviri common stock on June 1, 2026 in a disposition to the issuer, leaving her with no Enviri shares directly held. This zero‑price transaction reflects a broader restructuring rather than an open‑market trade.

According to the described merger and separation transactions involving CLEH, Enviri LLC, New Enviri and Veolia Environnement, each Enviri share was ultimately exchanged so that former Enviri stockholders received one share of New Enviri common stock for every three Enviri shares and cash consideration of $15.00 per share. Haznedar’s filing therefore records her exit from Enviri in connection with this change‑of‑control and spin‑off structure, not a discretionary sale.

Insights

M&A and corporate actions analyst

Director’s Form 4 documents exit tied to Enviri’s merger and spin-off.

The Form 4 shows director Carolann I. Haznedar disposing of 95,491 Enviri shares to the issuer at no stated price, bringing her Enviri holdings to zero. Footnotes tie this to a multi-step transaction with CLEH, New Enviri, and Veolia Environnement.

The structure includes a holding company merger, a reorganization, a pro rata distribution of New Enviri shares, and a subsequent merger making CLEH an indirect wholly owned subsidiary of Veolia. Former Enviri stockholders, including Haznedar, received one New Enviri share for every three Enviri shares plus $15.00 per share in cash.

This filing mainly clarifies mechanics and consideration for an already-agreed change of control and business separation, rather than signaling an individual trading view. Future company disclosures may further detail New Enviri’s standalone profile and the impact of Veolia’s ownership of the separated operations.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HAZNEDAR CAROLANN I

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	95,491	$0.00	--

Holdings After Transaction: 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.

Key Figures

Shares disposed: 95,491 shares Cash consideration: $15.00 per share Stock distribution ratio: 1 New Enviri share per 3 Enviri shares +3 more

6 metrics

Shares disposed 95,491 shares Disposition to issuer on June 1, 2026

Cash consideration $15.00 per share Merger consideration paid per former Enviri share

Stock distribution ratio 1 New Enviri share per 3 Enviri shares Distribution to former Enviri stockholders

Transaction date June 1, 2026 Effective date for the series of transactions

Merger agreement date November 20, 2025 Agreement and Plan of Merger execution date

Post-transaction Enviri holdings 0 shares Total Enviri shares directly held after disposition

Key Terms

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

5 terms

Agreement and Plan of Merger regulatory

"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

"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

"CLEH and its subsidiaries, including Enviri LLC and New Enviri, effected a reorganization"

Distribution financial

"CLEH distributed all of the outstanding shares of New Enviri common stock to the stockholders of CLEH"

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.

cash consideration financial

"received ... cash consideration of $15.00 per share"

Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.

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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^*

HAZNEDAR CAROLANN I

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		95,491	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

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.

Remarks:

	/s/ Carolann I. Haznedar	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) director Carolann Haznedar report in this Form 4?

She reported disposing of 95,491 shares of Enviri common stock to the issuer on June 1, 2026. This disposition reduced her direct Enviri holdings to zero, reflecting the completion of merger-related restructuring steps.

Was Carolann Haznedar’s Enviri share disposal an open-market sale?

No, it was coded as a disposition to the issuer at zero price, not an open-market sale. The transaction was part of a larger merger and reorganization structure rather than a discretionary trade in the public market.

What merger agreements are linked to this Enviri (NVRI) insider transaction?

The transaction is tied to an Agreement and Plan of Merger and a Separation Agreement dated November 20, 2025. These involve Enviri, CLEH, Enviri LLC, Veolia Environnement, Liberty Merger Sub, and New Enviri in a multi-step restructuring.

What did former Enviri stockholders receive for their shares in these transactions?

They ultimately received one share of New Enviri common stock for every three Enviri shares plus cash consideration of $15.00 per share. This combination came through a distribution of New Enviri stock and a subsequent merger involving CLEH.

How did the June 1, 2026 reorganization affect Enviri’s business segments?

After the reorganization, CLEH held the Clean Earth segment and New Enviri common stock, while New Enviri owned Enviri LLC. Enviri LLC, in turn, held the Harsco Environmental and Rail segments previously associated with Enviri.

What role did Veolia Environnement play in the Enviri transactions?

Veolia Environnement, described as the Buyer, owned Liberty Merger Sub, which merged with CLEH after the distribution. CLEH then survived as an indirect wholly owned subsidiary of Veolia, completing the change-of-control structure.