ENVIRI Corp (NVRI) VP swaps all shares for cash and New Enviri stock
Rhea-AI Filing Summary
ENVIRI Corp executive Samuel C. Fenice, VP & Corporate Controller, reported transactions tied to the company’s merger and reorganization completed on June 1, 2026. He first exercised 11,976 performance share units into common stock on May 28, 2026, then disposed of those and other common shares, including 73,583 directly held shares and 559 indirectly held shares in a managed account. According to the transaction terms, each former share of ENVIRI common stock was ultimately exchanged so that holders received one share of New Enviri common stock for every three ENVIRI shares plus cash consideration of $15.00 per share. Following these steps, Fenice no longer held ENVIRI common stock or related performance share units.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 74,142 shares
Net Sell
5 txns
Insider
Fenice Samuel C.
Role
VP & Corporate Controller
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 73,583 | $0.00 | $0.00 |
| Disposition | Common Stock | 559 | $0.00 | $0.00 |
| Disposition | Performance Share Units | 11,976 | $0.00 | $0.00 |
| Exercise | Common Stock | 11,976 | $0.00 | $0.00 |
| Disposition | Common Stock | 11,976 | $21.22 | $254K |
Holdings After Transaction:
Performance Share Units — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, by Managed Account)
Footnotes (5)
- F1. 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 Environnement 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).
- F2. 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
- F3. 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).
- F4. 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.
- F5. Represents the cash-settled portion of performance share units (Cash-Settled PSUs) that vested in connection with the Transactions and reported on the reporting persons Form 4 filed May 21, 2026. The Cash-Settled PSUs were settled in cash in an amount equal to (x) the number of Cash-Settled PSUs held by the reporting person, multiplied by (y) the closing price of the Issuers common stock on May 28, 2026, less applicable withholding taxes
Key Figures
PSUs exercised: 11,976 units
Direct shares disposed: 73,583 shares
Indirect shares disposed: 559 shares
+5 more
8 metrics
PSUs exercised
11,976 units
Performance share units converted to ENVIRI common stock on May 28, 2026
Direct shares disposed
73,583 shares
ENVIRI common stock disposed of in merger-related steps
Indirect shares disposed
559 shares
ENVIRI common stock held by managed account and disposed
Post-transaction holdings
0 shares
ENVIRI common stock held by Fenice after June 1, 2026 transactions
Merger cash consideration
$15.00 per share
Cash paid per ENVIRI share in the merger
Share exchange ratio
1:3
One New Enviri share for every three ENVIRI shares in distribution
PSU cash settlement basis
Closing price May 28, 2026
Cash-settled PSUs paid using ENVIRI’s May 28, 2026 closing price
PSU disposition
11,976 units
Performance share units disposed, leaving zero after merger-related vesting
Key Terms
Agreement and Plan of Merger, Separation Agreement, Reorganization, Distribution, +2 more
6 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
"CLEH and its subsidiaries, including Enviri LLC and New Enviri, effected a reorganization (the Reorganization)"
Distribution financial
"CLEH distributed all of the outstanding shares of New Enviri common stock to the stockholders of CLEH ... (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.
cash consideration financial
"and (y) in the Merger, 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did ENVIRI Corp (NVRI) report for Samuel C. Fenice?
ENVIRI’s VP & Corporate Controller, Samuel C. Fenice, reported exercising 11,976 performance share units into common stock and then disposing of all his ENVIRI common shares, including direct and indirect holdings, in connection with the company’s merger and related reorganization steps.
Does Samuel C. Fenice still hold ENVIRI (NVRI) common stock after these transactions?
No. The filing shows total shares following the reported June 1, 2026 dispositions as zero for both direct and indirect holdings. After the merger-related exchanges and distributions, Fenice no longer held ENVIRI common stock or the related performance share units reported here.
How is Veolia Environnement involved in the ENVIRI (NVRI) transactions?
Veolia Environnement S.A. is identified as the buyer in the merger structure. After a holding company merger, reorganization, distribution, and final merger step, CLEH, the holding entity, became an indirect wholly owned subsidiary of Veolia Environnement S.A. under the described agreements.