Enviri (NVRI) COO swaps Enviri shares for New Enviri stock and $15 cash
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ENVIRI Corp President & COO Russell C. Hochman reported the completion of merger-related transactions that eliminated his holdings in the former Enviri entity. On June 1, 2026, he disposed of all Enviri common shares and stock appreciation rights back to the issuer in connection with a multi-step merger and reorganization.
According to the footnotes, each Enviri share was exchanged so that Hochman ultimately received one New Enviri common share for every three Enviri shares, plus cash consideration of $15.00 per share. The filing also shows earlier May 28 activity where 49,742 performance share units converted into common stock and were then disposed. After these steps, his reported Enviri common stock and related SAR positions are reduced to zero, replaced by New Enviri equity and cash under the agreed transaction terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
Hochman Russell C.
Role
President & COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Appreciation Rights | 19,848 | $0.00 | -- |
| Disposition | Stock Appreciation Rights | 17,102 | $0.00 | -- |
| Disposition | Stock Appreciation Rights | 16,165 | $0.00 | -- |
| Disposition | Stock Appreciation Rights | 19,370 | $0.00 | -- |
| Disposition | Stock Appreciation Rights | 29,040 | $0.00 | -- |
| Disposition | Stock Appreciation Rights | 60,525 | $0.00 | -- |
| Disposition | Stock Appreciation Rights | 57,499 | $0.00 | -- |
| Disposition | Stock Appreciation Rights | 79,559 | $0.00 | -- |
| Disposition | Stock Appreciation Rights | 62,322 | $0.00 | -- |
| Disposition | Common Stock | 272,654 | $0.00 | -- |
| Disposition | Performance Share Units | 49,742 | $0.00 | -- |
| Exercise | Common Stock | 49,742 | $0.00 | -- |
| Disposition | Common Stock | 49,742 | $21.22 | $1.06M |
Holdings After Transaction:
Stock Appreciation Rights — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Performance Share Units — 0 shares (Direct, null)
Footnotes (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 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). 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. 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 Represents the cancellation of all of the stock appreciation rights (SARs) in respect of Issuers common stock held by the reporting period immediately prior to June 1, 2026 in connection with the Transactions. In exchange for the cancellation of the SARs, the reporting person will be granted replacement stock appreciation rights in respect of New Enviri Common Stock with an intrinsic value equal to the intrinsic value of the SARs being cancelled.
Key Figures
Common shares disposed: 272,654 shares
PSU-related shares: 49,742 shares
Cash consideration: $15.00 per share
+4 more
7 metrics
Common shares disposed
272,654 shares
Enviri common stock returned to issuer on June 1, 2026
PSU-related shares
49,742 shares
Common shares from performance share units on May 28, 2026
Cash consideration
$15.00 per share
Merger cash paid for each former Enviri share
Share exchange ratio
1-for-3
One New Enviri share for every three Enviri shares
SAR tranche
62,322 SARs at $10.29
Stock appreciation rights cancelled and replaced with New Enviri SARs
SAR tranche
79,559 SARs at $6.03
Additional Enviri SARs cancelled in connection with transactions
Post-transaction Enviri common
0 shares
Total Enviri common stock held after June 1, 2026
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 (the "Merger Agreement")"
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 (the Separation Agreement)"
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 for one share ... of CLEH (the Holding Company Merger)"
Reorganization financial
"CLEH and its subsidiaries ... effected a reorganization (the Reorganization), resulting in"
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.
stock appreciation rights financial
"Represents the cancellation of all of the stock appreciation rights (SARs) in respect of Issuers common stock"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
FAQ
What insider transactions did ENVIRI Corp (NVRI) President & COO Russell Hochman report?
Russell Hochman reported disposing of all his Enviri common shares and stock appreciation rights back to the issuer in connection with a holding company merger, reorganization, and subsequent merger sequence that converted his position into New Enviri stock and cash consideration.
What happened to Russell Hochman’s ENVIRI Corp (NVRI) stock appreciation rights?
All Enviri stock appreciation rights held immediately before June 1, 2026 were cancelled in connection with the transactions. In exchange, Hochman will be granted replacement stock appreciation rights over New Enviri common stock with intrinsic value equal to the cancelled Enviri SARs.
Were Russell Hochman’s ENVIRI Corp (NVRI) transactions open-market sales?
No. The transactions are coded as dispositions to the issuer (code D) and derivative exercises, carried out under the negotiated merger and reorganization terms rather than open-market buying or selling on an exchange or through ordinary brokerage trades.