Enviri CFO exercises 179,658 PSUs, covers taxes

Enviri Corp SVP and CFO Tom George reported equity award activity tied to performance share units.

Rhea-AI Filing Summary

Enviri Corp SVP and CFO Tom George reported equity award activity tied to performance share units. On May 19, 2026, he exercised awards covering 179,658 performance share units, which vested at 200% of target based on total shareholder return versus the S&P 600 Industrials Index.

A portion of these units settled in stock, resulting in the acquisition of 89,829 shares of common stock, while 41,250 shares were disposed of at $19.18 per share to cover tax obligations. After these transactions, he directly held 323,009 shares of Enviri common stock.

Insider Trade Summary

179,658 shares exercised/converted

Exercise 3 txns

Insider Vadaketh Tom George

Role SVP and CFO

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	179,658	$0.00	$0.00
Exercise	Common Stock	89,829	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	41,250	$19.18	$791K

Holdings After Transaction: Performance Share Units — 89,829 contracts (Direct); Common Stock — 323,009 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Each performance share unit vested at 200% of the target number of performance share units reported on the reporting person's 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 award's terms.

Key Figures

Performance share units vested: 179,658 units Common shares acquired: 89,829 shares Shares used for taxes: 41,250 shares +4 more

7 metrics

Performance share units vested 179,658 units Vested at 200% of target on May 19, 2026

Common shares acquired 89,829 shares Shares issued upon settlement of performance share units

Shares used for taxes 41,250 shares Disposed at $19.18 per share for tax withholding

Tax disposition price $19.18 per share Price for 41,250 shares used to cover tax liabilities

Shares held after transaction 323,009 shares Direct Enviri common stock holdings after Form 4 transactions

PSU vesting multiplier 200% Each performance share unit vested at 200% of target

PSU expiration date December 31, 2027 Expiration date noted for performance share unit award

Key Terms

Performance Share Units, tax-withholding disposition, total shareholder return, S&P 600 Industrials Index, +1 more

5 terms

Performance Share Units financial

"security_title: "Performance Share Units" and in footnotes describing award settlement"

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

"transaction_action: "tax-withholding disposition" for 41,250 common shares"

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"

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"

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for performance share units"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Enviri (NVRI) CFO Tom George report in this Form 4?

He reported vesting and settlement of performance share units on May 19, 2026. Awards tied to Enviri’s stock performance converted into common shares, with part delivered as stock and part used to cover related tax obligations.

How many Enviri performance share units vested for the CFO in this filing?

A total of 179,658 performance share units vested for the CFO. These units vested at 200% of their target level, reflecting Enviri’s total shareholder return compared with the S&P 600 Industrials Index over the applicable performance period.

How many Enviri (NVRI) shares did the CFO acquire and dispose of?

He acquired 89,829 shares of Enviri common stock through the performance share unit settlement. Separately, 41,250 shares were disposed of at $19.18 per share to satisfy tax liabilities associated with the vesting, rather than being sold in an open-market transaction.

What are performance share units in the context of Enviri’s compensation?

Performance share units are equity awards that convert into shares if performance goals are met. For Enviri, these units vested based on total shareholder return relative to the S&P 600 Industrials Index, with part of the award settling in stock and the remainder settling in cash.

How many Enviri shares does the CFO hold after these transactions?

Following the reported vesting, settlement, and tax-withholding disposition, the CFO directly holds 323,009 shares of Enviri common stock. This figure reflects his position after the equity awards delivered shares and some were used to cover associated tax obligations.

What event triggered the Enviri performance share unit settlement?

The settlement was approved on May 18, 2026 in connection with Enviri’s sale of its Clean Earth division. This corporate event led the board to settle a portion of outstanding performance share unit awards in stock, consistent with the original award terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 06:07 PM EDT Learn about SEC filing dates

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

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^*

Vadaketh Tom George

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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	05/19/2026		M		89,829(1)	A	$0	364,259	D
Common Stock	05/19/2026		F		41,250	D	$19.18	323,009	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)	05/19/2026		M			179,658	(2)	12/31/2027	Common Stock	179,658	$0	89,829	D

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 person's 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 award's terms.

Remarks:

	/s/ Tom G. Vadaketh	05/21/2026
	** 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)