ENVIRI Corp (NVRI) director disposes 101,925 shares in $15-per-share merger and spin

Rhea-AI Filing Summary

ENVIRI Corp director Purvis Edgar M Jr reported a full disposition of his common stock holdings in connection with a larger merger and reorganization. The Form 4 shows a disposition to the issuer of 101,925 shares of common stock on June 1, 2026, leaving him with zero ENVIRI shares reported after the transaction.

According to the footnotes, ENVIRI entered into a complex series of deals involving CLEH, Inc., Enviri LLC, Veolia Environnement S.A., Liberty Merger Sub Inc., and Enviri II Corporation. These steps included a holding company merger, a reorganization of business segments, a pro rata distribution of New Enviri common stock to former ENVIRI stockholders, and a merger in which stockholders received cash consideration of $15.00 per share.

In this structure, the reporting person disposed of all ENVIRI shares held immediately prior to the effective time of the holding company merger and, in return, ultimately received New Enviri common stock based on a one-for-three share ratio and cash consideration of $15.00 per ENVIRI share in the subsequent merger.

Insights

Equity capital markets analyst

Director exits ENVIRI shares as part of cash-and-spin merger structure.

The filing shows Purvis Edgar M Jr, a director of ENVIRI Corp, disposing of 101,925 common shares in a non-market transaction coded "D" (disposition to issuer). This occurs within a planned merger and separation structure rather than through open-market selling.

Footnotes describe a holding company merger into Enviri LLC, followed by a reorganization separating the Clean Earth segment into CLEH and the remaining businesses into New Enviri. Former ENVIRI stockholders then received New Enviri stock on a one-for-three basis and cash consideration of $15.00 per share in a merger with an affiliate of Veolia Environnement S.A..

The transaction is economically significant for stockholders because it converts ENVIRI equity into a combination of New Enviri shares and cash at $15.00 per share. However, as a compensation-neutral restructuring event for the director, it functions more as an endpoint of a corporate transaction than as an indicator of discretionary insider sentiment toward the stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Purvis Edgar M Jr

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	101,925	$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: 101,925 shares Cash consideration per share: $15.00 per share Post-transaction ENVIRI holdings: 0 shares +1 more

4 metrics

Shares disposed 101,925 shares Common stock disposed on June 1, 2026

Cash consideration per share $15.00 per share Merger cash consideration for ENVIRI shares

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

Transaction code D (Disposition to issuer) SEC Form 4 non-derivative transaction code

Key Terms

Agreement and Plan of Merger, Holding Company Merger, 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.

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... 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 regulatory

"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^*

Purvis Edgar M Jr

(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)		101,925	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/ Edgar M. Purvis, Jr.	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 insider transaction did ENVIRI Corp (NVRI) director Purvis Edgar M Jr report?

He reported a disposition to the issuer of 101,925 ENVIRI common shares. The Form 4 shows this as a code "D" transaction, leaving him with zero ENVIRI shares reported after the merger-related restructuring completed on June 1, 2026.

Was the ENVIRI Corp (NVRI) director’s Form 4 a market sale of shares?

No, the Form 4 shows a non-derivative disposition to the issuer coded "D". The shares were surrendered as part of a structured merger and reorganization, rather than sold in open-market trades on an exchange.

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

Footnotes state stockholders ultimately received cash consideration of $15.00 per ENVIRI share in a merger. They also received shares of New Enviri common stock in a distribution tied to a one-for-three share ratio based on prior ENVIRI ownership.

How did the ENVIRI Corp (NVRI) reorganization affect the reporting person’s holdings?

The reporting person disposed of all ENVIRI shares held immediately before the holding company merger. In return, he ultimately received New Enviri common stock based on his prior ENVIRI position and cash consideration of $15.00 per share in the subsequent merger.

Which companies were involved in ENVIRI Corp’s (NVRI) merger and separation structure?

The structure involved ENVIRI Corp, CLEH, Inc., Enviri LLC, Veolia Environnement S.A. as the buyer, Liberty Merger Sub Inc., and Enviri II Corporation, also referred to as New Enviri, across the merger, reorganization, distribution, and final acquisition steps.

Did ENVIRI Corp (NVRI) director Purvis Edgar M Jr retain any ENVIRI shares after June 1, 2026?

No. The Form 4 reports total ENVIRI common stock holdings of zero shares following the June 1, 2026 disposition transaction, reflecting completion of his equity conversion under the merger and reorganization structure.