ENVIRI Corp (NVRI) director converts 130,552 shares into New Enviri stock and $15 cash

Rhea-AI Filing Summary

ENVIRI Corp director Earl James F reported a full disposition of his common stock holdings in connection with the company’s merger and reorganization transactions. On June 1, 2026, he disposed of 130,552 shares of ENVIRI common stock in a disposition to the issuer and now reports holding zero ENVIRI shares.

According to the transaction terms, each ENVIRI share was first exchanged for one CLEH share, then stockholders received one share of New Enviri common stock for every three CLEH shares, plus cash consideration of $15.00 per original ENVIRI share through the merger with a subsidiary of Veolia Environnement S.A.

Insights

Equity capital markets analyst

Director’s stake converts into New Enviri stock plus $15.00 cash per share.

The filing shows director Earl James F disposing of 130,552 shares of ENVIRI Corp common stock in a disposition to the issuer tied to a broader merger and reorganization. This is not an open-market sale but part of closing mechanics for previously agreed transactions.

Footnotes describe a holding company merger, a reorganization, a pro rata distribution of New Enviri common stock, and a subsequent merger with a subsidiary of Veolia Environnement S.A. In aggregate, each former ENVIRI share converts into equity of New Enviri plus $15.00 cash, so the director’s economic position shifts rather than simply exiting.

Because these steps follow signed agreements dated November 20, 2025, the impact is administrative from this Form 4 alone. The more relevant considerations for investors lie in the strategic and financial terms of the overall merger and separation structure, which are only partially summarized here.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Earl James F

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	130,552	$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: 130,552 shares Cash consideration: $15.00 per share Stock distribution ratio: 1 New Enviri share for every 3 shares +1 more

4 metrics

Shares disposed 130,552 shares ENVIRI common stock disposed to issuer on June 1, 2026

Cash consideration $15.00 per share Cash received per original ENVIRI share in the Merger

Stock distribution ratio 1 New Enviri share for every 3 shares Distribution of New Enviri common stock relative to Issuer shares

Post-transaction ENVIRI holdings 0 shares Total ENVIRI common stock held after issuer disposition

Key Terms

Agreement and Plan of Merger, Separation Agreement, Holding Company Merger, Reorganization, +2 more

6 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.

Holding Company Merger financial

"each outstanding share of common stock of the Issuer was exchanged ... (the Holding Company Merger)"

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 ... (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.

Merger financial

"Merger Sub ... merged with and into CLEH ... (the Merger)"

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

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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^*

Earl James F

(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)		130,552	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/ James F. Earl	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 Earl James F report in this Form 4?

He reported disposing of 130,552 shares of ENVIRI common stock in a disposition to the issuer on June 1, 2026, tied to merger and reorganization transactions, and now reports holding zero ENVIRI shares directly.

Was the ENVIRI Corp (NVRI) Form 4 transaction an open-market sale?

No. The Form 4 shows a disposition to the issuer coded as “D,” occurring as part of a holding company merger, reorganization, distribution, and merger sequence, rather than an open-market sale of ENVIRI shares.

What consideration did ENVIRI Corp stockholders receive in the described transactions?

Each ENVIRI share was exchanged into one CLEH share, then stockholders received one New Enviri share for every three CLEH shares, plus cash consideration of $15.00 per original ENVIRI share through the merger with a Veolia subsidiary.

How many ENVIRI Corp (NVRI) shares did Earl James F dispose of?

He disposed of 130,552 shares of ENVIRI common stock in the transaction. Following this issuer disposition related to the merger structure, his reported holdings of ENVIRI common stock are zero shares.

What role does Veolia Environnement S.A. play in the ENVIRI transactions?

Veolia Environnement S.A. is identified as the buyer. A wholly owned Veolia subsidiary, Merger Sub, merged with CLEH, leaving CLEH as an indirect wholly owned Veolia subsidiary after the distribution of New Enviri common stock.

What is New Enviri in relation to ENVIRI Corp (NVRI)?

New Enviri is a corporation that, after the reorganization, owned all equity interests of Enviri LLC and held certain business segments. Former ENVIRI stockholders received New Enviri common stock on a one-for-three basis relative to their CLEH shares.